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Item 1A. Risk Factors

2022-03-11 compared with 2021-03-15 · 751 added, 1745 removed, 0 unchanged (100% of the section changed)

should consider carefully all of the risks described below, which we believe are the principal risks that we face and of which

we are currently aware, and all of the other information contained in this report.

If any of the events or developments described

below occur, our business, financial condition or results of operations could be negatively affected.

The risks described below

do not include risk relating to our proposed Business Combination with PWP.

For a description of such risks, please see our preliminary

proxy statement on Schedule 14A filed with the Securities and Exchange Commission on February 5, 2021.

Risks Relating

to our Search for, Consummation of, or Inability to Consummate,

a Business Combination and Post-Business Combination Risks

Our public stockholders may not be

afforded an opportunity to vote on our proposed business combination, which means we may consummate our initial business combination

even though a majority of our public stockholders do not support such a combination.

We may not hold a stockholder

vote to approve our initial business combination unless the business combination would require stockholder approval under applicable

law or the rules of Nasdaq or if we decide to hold a stockholder vote for business or other legal reasons.

Except as required

by law, the decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders

to sell their shares to us in 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 otherwise require us to seek stockholder

Accordingly, we may consummate our initial business combination even if holders of a majority of the public shares do

not approve of the business combination we consummate.

If we seek stockholder approval of

our initial business combination, our sponsor, directors and officers have agreed to vote in favor of such initial business combination,

regardless of how our public stockholders vote.

Unlike many other blank

check companies in which the initial stockholders agree to vote their founder shares in accordance with the majority of the votes

cast by the public stockholders in connection with an initial business combination, our sponsor, officers and directors have agreed

to vote their founder shares and any placement shares, as well as any public shares purchased during or after the initial public

offering, in favor of our initial business combination.

Our initial stockholders own shares representing 26.9% of our outstanding

shares of common stock.

Accordingly, if we seek stockholder approval of our initial business combination, it is more likely that

the necessary stockholder approval will be received than would be the case if our sponsor, officers and directors agreed to vote

their founder shares, placement shares and public shares in accordance with the majority of the votes cast by our public stockholders.

Your only opportunity to affect the

investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares

from us for cash, unless we seek stockholder approval of the business combination.

At the time of your investment

in us, you will not be provided with an opportunity to evaluate the specific merits or risks of one or more target businesses.

Since our board of directors may consummate a business combination without seeking stockholder approval, public stockholders may

not have the right or opportunity to vote on the business combination, unless we seek such stockholder vote.

Accordingly, if we

do not seek stockholder approval, your only opportunity to affect the investment decision regarding a potential business combination

will be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth

in our tender offer documents mailed to our public stockholders in which we describe our initial business combination.

The ability of our public stockholders

to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which

may make it difficult for us to enter into a business combination with a target.

We may seek to enter

into a business combination transaction agreement with a prospective target that requires as a closing condition that we have

a minimum net worth or a certain amount of cash.

If too many public stockholders exercise their redemption rights, we would not

be able to meet such closing condition and, as a result, would not be able to proceed with the business combination.

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 completion of our initial business combination (so that we are not subject to the SEC’s “penny stock”

or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business

Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less

than $5,000,001 upon completion of our initial business combination or such greater amount necessary to satisfy a closing condition

as described above, we would not proceed with such redemption and the related business combination and may instead search for

an alternate business combination.

Prospective targets will be aware of these risks and, thus, may be reluctant to enter into

a business combination transaction with us.

The ability of our public stockholders

to exercise redemption rights with respect to a large amount of our shares may not allow us to consummate the most desirable business

combination or optimize our capital structure.

At the time we enter

into an agreement for our initial business combination, we will not know how many stockholders may exercise their redemption rights,

and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted

for redemption.

If our business combination agreement requires us to use a portion of the cash in the trust account to pay the

purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the

trust account to meet such requirements, or arrange for third party financing.

In addition, if a larger number of shares are submitted

for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash

in the trust account or arrange for third party financing.

Raising additional third party financing may involve dilutive equity

issuances or the incurrence of indebtedness at higher than desirable levels.

The above considerations may limit our ability to

complete the most desirable business combination available to us or optimize our capital structure.

The amount of the deferred

underwriting commissions payable to the representatives will not be adjusted for any shares that are redeemed in connection with

a business combination.

The per-share amount we will distribute to stockholders who properly exercise their redemption rights

will not be reduced by the deferred underwriting commission and after such redemptions, the per-share value of shares held

by non-redeeming stockholders will reflect our obligation to pay the deferred underwriting commissions.

The ability of our public stockholders

to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business

combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.

If our business combination

agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum

amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased.

If our initial

business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the

trust account.

If you are in need of immediate liquidity, you could attempt to sell your stock in the open market;

such time our stock may trade at a discount to the pro rata amount per share in the trust account.

In either situation, you may

suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate

or you are able to sell your stock in the open market.

The requirement that we consummate

a business combination by September 29, 2022 may give potential target businesses leverage over us in negotiating a business combination

and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution

deadline, which could undermine our ability to consummate a business combination on terms that would produce value for our stockholders.

Any potential target

business with which we enter into negotiations concerning a business combination will be aware that we must consummate our initial

business combination by September 29, 2022.

Consequently, such target business may obtain leverage over us in negotiating a business

combination, knowing that if we do not complete our initial business combination with that particular target business, we may

be unable to complete our initial business combination with any target business.

This risk will increase as we get closer to September

In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on

terms that we would have rejected upon a more comprehensive investigation.

If the net proceeds of the initial

public offering and the sale of the placement units not being held in the trust account are insufficient to allow us to operate

until at least September 29, 2022, we may be unable to complete our initial business combination, in which case our public stockholders

may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

The funds available to

us outside of the trust account may not be sufficient to allow us to operate until at least September 29, 2022, assuming that

our initial business combination is not completed by that date.

We believe that the funds available to us outside of the trust

account will be sufficient to allow us to operate until at least September 29, 2022;

however, we cannot assure you that our estimate

Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist

us with our search for a target business.

We could also use a portion of the funds as a down payment or to fund a “no-shop”

provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping”

around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed

business combination, although we do not have any current intention to do so.

If we entered into a letter of intent or merger

agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit

such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or

conduct due diligence with respect to, a target business.

If we are unable to complete our initial business combination, our public

stockholders may receive only $10.00 per share on the liquidation of our trust account and our warrants will expire worthless.

In certain circumstances, our public stockholders may receive less than $10.00 per share upon our liquidation.

If the net proceeds from the initial

public offering and the sale of the placement units not being held in the trust account are insufficient, it could limit the amount

available to fund our search for a target business or businesses and complete our initial business combination and we will depend

on loans from our sponsor or management team to fund our search for a business combination, to pay our taxes and to complete our

initial business combination.

If we are unable to obtain these loans, we may be unable to complete our initial business combination.

Of the net proceeds of

the initial public offering and the sale of the placement units, $1,158,934 was available to us as of December 31, 2020 outside

the trust account to fund our working capital requirements.

If we are required to seek additional capital, we would need to borrow

funds from our sponsor, management team or other third parties to operate, or we may be forced to liquidate.

None of our sponsor,

members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances.

Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion

of our initial business combination.

We do not expect to seek loans from parties other than our sponsor or an affiliate of our

sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights

to seek access to funds in our trust account.

If we are unable to obtain these loans, we may be unable to complete our initial

business combination.

If we are unable to complete our initial business combination because we do not have sufficient funds

available to us, we will be forced to cease operations and liquidate the trust account.

Consequently, our public stockholders

may receive only $10.00 per share on our redemption of our public shares, and our warrants will expire worthless.

In certain circumstances,

our public stockholders may receive less than $10.00 per share on the redemption of their shares.

Please see “—

third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount

received by stockholders may be less than $10.00 per share”

and other risk factors in this section.

Our search for a business combination, and any target

business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus

(COVID-19) outbreak and the status of debt and equity markets.

In late 2019, a novel strain of coronavirus

was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout the world, including the United

On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (“COVID-19”)

a “Public Health Emergency of International Concern.”

On January 31, 2020, U.S.

Health and Human Services Secretary

Azar II declared a public health emergency for the United States to aid the U.S.

healthcare community in responding to

COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”.

COVID-19 outbreak has and a significant outbreak of other infectious diseases could result in a widespread health crisis

that could adversely affect the economies and financial markets worldwide, and the business of any potential target business with

which we consummate a business combination could be materially and adversely affected.

Furthermore, we may be unable to complete

a business combination if continued concerns relating to COVID-19 continue to restrict travel, limit the ability to have

meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate

and consummate a transaction in a timely manner.

The extent to which COVID-19 impacts our search for a business combination

will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge

concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

If the disruptions

posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate

a business combination, or the operations of a target business with which we ultimately consummate a business combination, may

be materially adversely affected.

In addition, our ability to consummate a transaction may be dependent on the ability to raise

equity and debt financing which may be impacted by COVID-19 and other events, including as a result of increased market volatility,

decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all.

We may not be able to consummate our

initial business combination by September 29, 2022, in which case we would cease all operations except for the purpose of winding

up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.00 per share,

or less than such amount in certain circumstances, and our warrants will expire worthless.

Our amended and restated

certificate of incorporation provides that we must complete our initial business combination by September 29, 2022.

be able to find a suitable target business and complete our initial business combination by that date.

Our ability to complete

our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets

and the other risks described herein.

If we have not completed 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 interest earned on the funds held in the trust account and not previously released to us to pay

our taxes (less 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

In such case, our public stockholders may only receive $10.00 per share, and our warrants will expire worthless.

circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares.

If we seek stockholder approval of

our initial business combination, our sponsor, directors, officers, advisors and their affiliates may elect to purchase shares

from public stockholders, which may influence a vote on a proposed business combination and reduce the public “float”

f our Class A common stock.

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 the open market

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

they are under no obligation to do so.

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

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.

The purpose of such purchases could be to vote such

shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business

combination, or 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 our business combination, where it appears that such requirement would otherwise not

This may result in the completion of our business combination that may not otherwise have been possible.

In addition, if such

purchases are made, the public “float”

of our Class A common stock and the number of beneficial holders of our securities

may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on Nasdaq.

If a stockholder fails to receive notice

of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures

for tendering its shares, such shares may not be redeemed.

We will comply with the

tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial business combination.

Despite our compliance with these rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable,

such stockholder may not become aware of the opportunity to redeem its shares.

In addition, the tender offer documents or proxy

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

will describe the various procedures that must be complied with in order to validly tender or redeem public shares.

we may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their

shares in “street name,”

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

the tender offer materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the

initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically.

In the event that a stockholder fails to comply with these or any other procedures, its shares may not be redeemed.

“Business —

Tendering stock certificates in connection with redemption rights.”

You will not have any rights or interests

in funds from the trust account, except under certain limited circumstances.

To liquidate your investment, therefore, you may

be forced to sell your public shares or warrants, potentially at a loss.

Our public stockholders

will be entitled to receive funds from the trust account only upon the earliest to occur of:

(i) our completion of an initial

business combination, and then only in connection with those shares of our Class A common stock that such stockholder properly

elected to redeem, subject to the limitations described in this report, (ii) the redemption of any public shares properly submitted

in connection with a stockholder vote to amend 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 do not complete our initial business combination by September

29, 2022 or (b) with respect to any other provision relating to stockholders’

rights or pre-initial business combination

activity and (iii) the redemption of our public shares if we are unable to complete an initial business combination by September

29, 2022, subject to applicable law and as further described herein.

In addition, if we are unable to consummate an initial business

combination by September 29, 2022, compliance with Delaware law may require that we submit a plan of dissolution to our then-existing

stockholders for approval prior to the distribution of the proceeds held in our trust account.

In that case, public stockholders

may be forced to wait beyond September 29, 2022 before they receive funds from our trust account.

In no other circumstances will

a public stockholder have any right or interest of any kind in the trust account.

Accordingly, to liquidate your investment, you

may be forced to sell your public shares or warrants, potentially at a loss.

You will not be entitled to protections

normally afforded to investors of many other blank check companies.

Since the net proceeds

of the initial public offering and the sale of the placement units are intended to be used to complete an initial business combination

with a target business that has not been selected, we may be deemed to be a “blank check”

company under the United

States securities laws.

However, because we had net tangible assets in excess of $5.0 million upon the completion of the initial

public offering and the sale of the placement units and we filed a Current Report on Form 8-K, including an audited balance sheet

demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as

Rule 419 under the Securities Act.

Accordingly, investors will not be afforded the benefits or protections of those rules.

other things, this means our units were immediately tradable and we have a longer period of time to complete a business combination

than would companies subject to Rule 419.

Moreover, if the initial public offering was subject to Rule 419, that rule would prohibit

the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were

released to us in connection with our consummation of an initial business combination.

Because of our limited resources and

the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business

If we are unable to complete our initial business combination, our public stockholders may receive only $10.00 per

share on our redemption of our public shares, or less than such amount in certain circumstances, and our warrants will expire

We expect to encounter

intense competition from other entities having a business objective similar to ours, including private investors (which may be

individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing

for the types of businesses we intend to acquire.

Many of these individuals and entities are well-established and have extensive

experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services

to various industries.

Many of these competitors possess greater technical, human and other resources, or more local industry

knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors.

While we believe there are numerous target businesses we could potentially acquire, our ability to compete with respect to the

acquisition of certain target businesses that are sizable will be limited by our available financial resources.

This inherent

competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.

Furthermore, because

we are obligated to pay cash for the shares of Class A common stock which our public stockholders redeem in connection with our

initial business combination, target companies will be aware that this may reduce the resources available to us for our initial

business combination.

This may place us at a competitive disadvantage in successfully negotiating a business combination.

If we are unable to complete our initial business combination, our public stockholders may receive only $10.00 per share (based

on the trust account balance as of December 31, 2020) on the liquidation of our trust account and our warrants will expire worthless.

In certain circumstances, our public stockholders may receive less than $10.00 per share upon our liquidation.

Subsequent to the consummation of our

initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges

that could have a significant negative effect on our financial condition, results of operations and our stock price, which could

cause you to lose some or all of your investment.

Even if we conduct extensive

due diligence on a target business with which we combine, we cannot assure you that this diligence will surface all material issues

that may be present inside a particular target business, that it would be possible to uncover all material issues through a customary

amount of due diligence, or that factors outside of the target business and outside of our control will not later arise.

result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur

impairment or other charges that could result in our reporting losses.

Even if our due diligence successfully identifies certain

risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk

Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that

we report charges of this nature could contribute to negative market perceptions about us or our securities.

In addition, charges

of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt

held by a target business or by virtue of our obtaining post-combination debt financing.

Accordingly, any stockholders who

choose to remain stockholders following the business combination could suffer a reduction in the value of their shares.

Such stockholders

are unlikely to have a remedy for such reduction in value.

If third parties bring claims against

us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be

less than $10.00 per share.

Our placing of funds

in the trust account may not protect those funds from third party claims against us.

Although we 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 for the benefit of our public stockholders,

such parties may not execute such agreements, or even if they execute such agreements, they may not 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 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.

Making such a request

of potential target businesses may make our acquisition proposal less attractive to them and, to the extent prospective target

businesses refuse to execute such a waiver, it may limit the field of potential target businesses that we might pursue.

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.

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.

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

Upon redemption of our public shares, if we are unable to complete our business combination within the required time

frame, or upon the exercise of a redemption right in connection with our business combination, we will be required to provide

for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption.

Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per share initially

held in the trust account due to claims of such creditors.

FinTech Investor Holdings IV, LLC has agreed that it will be liable

to us if and to the extent any claims by a vendor (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 the value of the trust assets,

in each case net of the interest which may be withdrawn to pay taxes.

This liability will not apply with respect 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.

Moreover, 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.

Our independent directors may decide

not to enforce the indemnification obligations of FinTech Investor Holdings IV, LLC, resulting in a reduction in the amount of

funds in the trust account available for distribution to our public stockholders.

In the event that the

proceeds in the trust account are reduced below the lesser of (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 the value of

the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and FinTech Investor Holdings IV, LLC

asserts that it is unable to satisfy its 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.

If our independent directors choose not to enforce these indemnification obligations, the amount of funds

in the trust account available for distribution to our public stockholders may be reduced below $10.00 per share.

We may not have sufficient funds to

satisfy indemnification claims of our directors and executive officers.

We have agreed to indemnify

our officers and directors to the fullest extent permitted by law.

However, our officers and directors have agreed to waive any

right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust

account for any reason whatsoever.

Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we

have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.

Our obligation to indemnify

our officers and directors may discourage stockholders from bringing a lawsuit against our officers or directors for breach of

their fiduciary duty.

These provisions also may have the effect of reducing the likelihood of derivative litigation against our

officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders.

a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against

our officers and directors pursuant to these indemnification provisions.

If, after we distribute the proceeds

in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed

against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board may be exposed to

claims of punitive damages.

If, after we distribute

the proceeds in the trust account to our public stockholders, 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.”

a bankruptcy court could seek to recover all amounts received by our stockholders.

In addition, our board of directors may be

viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us

to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.

If, before distributing the proceeds

in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed

against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders

and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing

the proceeds in the trust account to our public stockholders, 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, the per-share amount that would otherwise be received by our stockholders

in connection with our liquidation may be reduced.

Our stockholders may be held liable

for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

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 in the

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

under Delaware law.

If a 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.

it is our intention to redeem our public shares as soon as reasonably possible following September 29, 2022 in the event we do

not consummate our initial business combination and, therefore, we do not intend to comply with the foregoing procedures.

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

10 years following our dissolution.

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

are 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.

If our plan of distribution complies with Section

281(b) of the DGCL, 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 likely be barred after the third anniversary of the dissolution.

We cannot assure you that we will properly assess all claims

that may be potentially brought against us.

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 beyond the third anniversary

of such date.

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 liquidating distribution.

We may not hold an annual meeting of

stockholders until after the consummation of our initial business combination, which could delay the opportunity for our stockholders

to elect directors.

In accordance with Nasdaq

corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first

fiscal year end following our listing on Nasdaq.

Under Section 211(b) of the DGCL, we are, however, required to hold an annual

meeting of stockholders for the purposes of electing directors in accordance with our bylaws unless such election is made by written

consent in lieu of such a meeting.

We may not hold an annual meeting of stockholders to elect new directors prior to the consummation

of our initial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual

Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our initial business combination,

they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section

211(c) of the DGCL.

Because we are not limited to a particular

industry sector or any specific target businesses with which to pursue our initial business combination, you will be unable to

ascertain the merits or risks of any particular target business’

Although we expect to

focus our search for a target business in the financial technology industry, we may seek to consummate a business combination

with an operating company in any industry or sector.

However, we will not, under our amended and restated certificate of incorporation,

be permitted to consummate our business combination with another blank check company or similar company with nominal operations.

To the extent we consummate our initial business combination, we may be affected by numerous risks inherent in the business operations

with which we combine.

For example, if we combine with a financially unstable business or an entity lacking an established record

of revenues or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or

a development stage entity.

Although our officers and directors will endeavor to evaluate the risks inherent in a particular target

business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have

adequate time to complete due diligence.

Furthermore, some of these risks may be outside of our control and leave us with no ability

to control or reduce the chances that those risks will adversely impact a target business.

We also cannot assure you that an investment

in our securities will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available,

in a business combination target.

Accordingly, any stockholders who choose to remain stockholders following the business combination

could suffer a reduction in the value of their shares.

Such stockholders are unlikely to have a remedy for such reduction in value.

We may seek acquisition opportunities

in industries or sectors which may or may not be outside of our management’s area of expertise.

We will consider a business

combination outside of our management’s area of expertise if a business combination candidate is presented to us and we

determine that such candidate offers an attractive acquisition opportunity for our company.

Although our management will endeavor

to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately

ascertain or assess all the significant risk factors.

We also cannot assure you that an investment in our units will not ultimately

prove to be less favorable to investors than a direct investment, if an opportunity were available, in a business combination

In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s

expertise may not be directly applicable to its evaluation or operation, and the information contained in this Annual Report regarding

the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire.

As a result, our management may not be able to adequately ascertain or assess all the significant risk factors.

Accordingly, any

stockholders who choose to remain stockholders following our business combination could suffer a reduction in the value of their

Such stockholders are unlikely to have a remedy for such reduction in value.

Although we have identified general

criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial

business combination with a target that does not meet such criteria and guidelines and, as a result, the target business with

which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and

Although we have identified

general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which

we enter into our initial business combination will not have all of these positive attributes.

If we consummate a business combination

with a target that does not meet some or all of these criteria and guidelines, such combination may not be as successful as a

combination with a business that does meet all of our general criteria and guidelines.

In addition, if we announce a prospective

business combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders may

exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that

requires us to have a minimum net worth or a certain amount of cash.

In addition, if stockholder approval of the transaction is

required by law or Nasdaq rules, or we decide to obtain stockholder approval for business or other legal reasons, it may be more

difficult for us to obtain stockholder approval of our initial business combination if the target business does not meet our general

criteria and guidelines.

If we are unable to complete our initial business combination, our public stockholders may receive only

$10.00 per share (based on the trust account balance as of December 31, 2020), or less in certain circumstances, on the liquidation

of the trust account and our warrants will expire worthless.

In certain circumstances, our public stockholders may receive less

than $10.00 per share on the redemption of their shares.

We may seek acquisition opportunities

with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings,

which could subject us to volatile revenues or earnings or difficulty in retaining key personnel.

To the extent we complete

our initial business combination with an early stage company, a financially unstable business or an entity lacking an established

record of revenues or earnings, we may be affected by numerous risks inherent in the operations of the business with which we

These risks include investing in a business without a proven business model and with limited historical financial data,

volatile revenues or earnings and difficulties in obtaining and retaining key personnel.

Although our officers and directors will

endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all

the significant risk factors and we may not have adequate time to complete due diligence.

Furthermore, some of these risks may

be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact

a target business.

We are not required to obtain an opinion

from an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance

from an independent source that the price we are paying for the business is fair to our company from a financial point of view.

Unless we consummate

our initial business combination with an affiliated entity or our board cannot independently determine the fair market value of

the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm that is

a member of FINRA or from an independent accounting firm that the price we are paying is fair to our company from a financial

point of view.

If no opinion is obtained, our stockholders will be relying on the judgment of our board of directors, who will

determine fair market value based on standards generally accepted by the financial community.

Such standards used will be disclosed

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

Because we must furnish our stockholders

with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination

with some prospective target businesses.

The federal proxy rules

require that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include

target historical and/or pro forma financial statement disclosure.

We will include the same financial statement disclosure in

connection with our tender offer documents, whether or not they are required under the tender offer rules.

These financial statements

may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United

States of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards

Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance

with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB.

These financial statement requirements

may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial

statements in time for us to disclose such financial statements in accordance with federal proxy rules and consummate our initial

business combination by September 29, 2022.

Compliance obligations under the Sarbanes-Oxley

Act may make it more difficult for us to consummate our initial business combination, require substantial financial and management

resources, and increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley Act

requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for

the year ending December 31, 2021.

Only in the event we are deemed to be a large accelerated filer or an accelerated filer

will we be required to comply with the independent registered public accounting firm attestation requirement on our internal controls

over financial reporting.

Further, for as long as we remain an emerging growth company, we will not be required to comply with

the independent registered public accounting firm attestation requirement on our internal controls over financial reporting.

fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome

on us as compared to other public companies because a target company with which we seek to complete our business combination may

not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls.

The development

of the internal control 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 do not have a specified maximum

redemption threshold.

The absence of such a redemption threshold may make it possible for us to consummate a business combination

with which a substantial majority of our stockholders do not agree.

Our amended and restated

certificate of incorporation does not provide a specified maximum redemption threshold, except 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 completion of our initial

business combination (such that we are not subject to the SEC’s “penny stock”

As a result, we may be

able to complete our business combination even though a substantial majority of our public stockholders do not agree with the

transaction and have redeemed their shares or, if we seek stockholder approval of our initial business combination and do not

conduct redemptions in connection with our business combination pursuant to the tender offer rules, have entered into privately

negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or their affiliates.

In the event the

aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for

redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed

the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all shares of

Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate

business combination.

In order to complete our initial business

combination, we may seek to amend our amended and restated certificate of incorporation or other governing instruments, including

our warrant agreement, in a manner that will make it easier for us to complete our initial business combination but that our stockholders

or warrant holders may not support.

In order to complete a

business combination, blank check companies have, in the recent past, amended various provisions of their charters and governing

instruments, including their warrant agreement.

For example, blank check companies have amended the definition of business combination,

increased redemption thresholds, changed industry focus and, with respect to their warrants, amended their warrant agreements

to require the warrants to be exchanged for cash and/or other securities.

We cannot assure you that we will not seek to amend

our charter or other governing instruments or change our industry focus in order to complete our initial business combination.

The provisions of our amended and restated

certificate of incorporation that relate to our pre-business combination activity (and corresponding provisions of the agreement

governing the release of funds from our trust account) may be amended with the approval of holders of 65% of our common stock,

which is a lower amendment threshold than that of some other blank check companies.

It may be easier for us, therefore, to amend

our amended and restated certificate of incorporation and the trust agreement to facilitate the consummation of an initial business

combination that some of our stockholders may not support.

Our amended and restated

certificate of incorporation provides that any of its provisions related to pre-business combination activity (including

the requirement to deposit proceeds of the initial public offering and the private placement into the trust account and not release

such amounts except in specified circumstances, and to provide redemption rights to public stockholders) may be amended if approved

by holders of 65% of our common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing

the release of funds from our trust account may be amended if approved by holders of 65% of our common stock entitled to vote

In all other instances, our amended and restated certificate of incorporation may be amended by holders of a majority

of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the DGCL or applicable stock exchange

We may not issue additional securities that can vote on amendments to our amended and restated certificate of incorporation

or in our initial business combination.

Our initial stockholders, who collectively beneficially own 26.9% of our common stock,

will participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have

the discretion to vote in any manner they choose.

As a result, we may be able to amend the provisions of our amended and restated

certificate of incorporation which govern our pre-business combination behavior more easily than some other blank check companies,

and this may increase our ability to complete a business combination with which you do not agree.

Our stockholders may pursue

remedies against us for any breach of our amended and restated certificate of incorporation.

Our sponsor, 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 would affect 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, 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 (which interest shall

be net of taxes payable), divided by the number of then outstanding public shares.

Our stockholders are not parties to, or third-party beneficiaries

of, these agreements and, as a result, do not have the ability to pursue remedies against our sponsor, officers or directors for

any breach of these agreements.

As a result, in the event of a breach, our stockholders would need to pursue a stockholder derivative

action, subject to applicable law.

We may be unable to obtain additional

financing to complete our initial business combination or to fund the operations and growth of a target business, which could

compel us to restructure or abandon a particular business combination.

Although we believe that

the net proceeds of the initial public offering and the sale of the placement units will be sufficient to allow us to complete

our initial business combination, because we have not yet selected any prospective target business we cannot ascertain the capital

requirements for any particular transaction.

If the net proceeds of the initial public offering and the sale of the placement

units prove to be insufficient, either because of the size of our initial business combination, the depletion of the available

net proceeds in search of a target business, the obligation to repurchase for cash a significant number of shares from stockholders

who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares

in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed

business combination.

We cannot assure you that such financing will be available on acceptable terms, if at all.

To the extent

that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled

to either restructure the transaction or abandon that particular business combination and seek an alternative target business

If we are unable to complete our initial business combination, our public stockholders may receive only $10.00 per

share plus any pro rata interest earned on the funds held in the trust account (and not previously released to us to pay our taxes)

on the liquidation of our trust account and our warrants will expire worthless.

In addition, even if we do not need additional

financing to complete our business combination, we may require such financing to fund the operations or growth of the target business.

The failure to secure additional financing could have a material adverse effect on the continued development or growth of the

target business.

None of our officers, directors or stockholders is required to provide any financing to us in connection with

or after our initial business combination.

If we are unable to complete our initial business combination, our public stockholders

may only receive $10.00 per share on the liquidation of our trust account, and our warrants will expire worthless.

circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares.

Our initial stockholders will control

the election of our board of directors until consummation of our initial business combination and will hold a substantial interest

As a result, they will elect all of our directors prior to the consummation of our initial business combination and may

exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.

Our initial stockholders

own approximately 26.9% of our outstanding common stock, including placement shares.

In addition, the founder shares, all of which

are held by our initial stockholders, entitle the holders to elect all of our directors prior to the consummation of our initial

business combination.

Holders of our public shares have no right to vote on the election of directors during such time.

provisions of our amended and restated certificate of incorporation may only be amended by a majority of at least 90% of our common

stock voting at a stockholder meeting.

As a result, you will not have any influence over the election of directors prior to our

initial business combination.

Neither our initial stockholders

nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities.

that would be considered in making such additional purchases would include consideration of the current trading price of our Class

A common stock.

In addition, as a result of their substantial ownership in our company, our initial stockholders may exert a substantial

influence on other actions requiring a stockholder vote, potentially in a manner that you do not support, including amendments

to our amended and restated certificate of incorporation and approval of major corporate transactions.

If our initial stockholders

purchase any additional shares of common stock in the aftermarket or in privately negotiated transactions, this would increase

their influence over these actions.

Accordingly, our initial stockholders will exert significant influence over actions requiring

a stockholder vote.

Our initial stockholders may exert

a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.

Our initial stockholders

own shares representing 26.9% of our issued and outstanding shares of common stock, including placement shares.

Accordingly, they

may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support, including

amendments to our amended and restated certificate of incorporation and approval of major corporate transactions.

If our initial

stockholders purchase any additional shares of common stock in the aftermarket or in privately negotiated transactions, this would

increase their control.

Factors that would be considered in making such additional purchases would include consideration of the

current trading price of our Class A common stock.

In addition, our board of directors, whose members were elected by certain

of our initial stockholders, is divided into two classes, each of which will generally serve for a term of two years with only

one class of directors being elected in each year.

We may not hold an annual meeting of stockholders to elect new directors prior

to the completion of our business combination, in which case all of the current directors will continue in office until at least

the completion of the business combination.

If there is an annual meeting, as a consequence of our “staggered”

of directors, only a minority of the board of directors will be considered for election and our initial stockholders, because

of their ownership position, will have considerable influence regarding the outcome.

Accordingly, our initial stockholders will

continue to exert control at least until the completion of our business combination.

Resources could be wasted in researching

acquisitions that are not consummated, which could materially adversely affect subsequent attempts to locate and acquire or merge

with another business.

If we are unable to complete our initial business combination, our public stockholders may receive only

$10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

We anticipate that the

investigation of each specific target business and the negotiation, drafting, and execution of relevant agreements, disclosure

documents, and other instruments will require substantial management time and attention and substantial costs for accountants,

attorneys and others.

If we decide not to complete a specific initial business combination, the costs incurred up to that point

for the proposed transaction likely would not be recoverable.

Furthermore, if we reach an agreement relating to a specific target

business, we may fail to consummate our initial business combination for any number of reasons including those beyond our control.

Any such event will result in a loss to us of the related costs incurred, which could materially adversely affect subsequent attempts

to locate and acquire or merge with another business.

If we are unable to complete our initial business combination, our public

stockholders may receive only $10.00 per share (based on the trust account balance as of December 31, 2020) on the liquidation

of our trust account and our warrants will expire worthless.

In certain circumstances, our public stockholders may receive less

than $10.00 per share on the redemption of their shares.

We may attempt to simultaneously consummate

business combinations with multiple prospective targets, which may hinder our ability to consummate our initial business combination

and give rise to increased costs and risks that could negatively impact our operations and profitability.

If we determine to simultaneously

acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase

of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult

for us, and delay our ability, to complete our initial business combination.

With multiple business combinations, we could also

face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence

investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations

and services or products of the acquired companies in a single operating business.

If we are unable to adequately address these

risks, it could negatively impact our profitability and results of operations.

We may attempt to consummate our initial

business combination with a private company about which little information is available, which may result in a business combination

with a company that is not as profitable as we suspected, if at all.

In pursuing our acquisition

strategy, we may seek to consummate our initial business combination with a privately held company.

Very little public information

generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial

business combination on the basis of limited information, which may result in a business combination with a company that is not

as profitable as we suspected, if at all.

Furthermore, the relative lack of information about a private company may hinder our

ability to properly assess the value of such a company which could result in our overpaying for that company.

If we effect our initial business combination

with a business located outside of the United States, the laws applicable to such business will likely govern all of our material

agreements and we may not be able to enforce our legal rights.

If we effect our initial

business combination with a business located outside of the United States, the laws of the country in which such business operates

will govern almost all of the material agreements relating to its operations.

The target business may not be able to enforce any

of its material agreements or enforce remedies for breaches of those agreements in that jurisdiction.

The system of laws and the

enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United

The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business,

business opportunities or capital.

Additionally, if we acquire a business located outside of the United States, it is likely that

substantially all of our assets would be located outside of the United States and some of our officers and directors might reside

outside of the United States.

As a result, it may not be possible for investors in the United States to enforce their legal rights,

to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon

civil liabilities and criminal penalties of our directors and officers under federal securities laws.

If we consummate

our initial business combination with a company with operations or opportunities outside of the United States, we would be subject

to a variety of additional risks that may negatively impact our operations.

If we consummate our

initial business combination with a company with operations or opportunities outside of the United States, we would be subject

to any special considerations or risks associated with companies operating in an international setting, including any of the following:

higher costs and difficulties inherent in managing cross-border business operations and complying

with different commercial and legal requirements of overseas markets;

rules and regulations regarding currency redemption;

complex corporate withholding taxes on individuals;

laws governing the manner in which future business combinations may be effected;

tariffs and trade barriers;

regulations related to customs and import/export matters;

longer payment cycles and challenges in collecting accounts receivable;

tax issues, such as tax law changes and variations in tax laws as compared to the United States;

currency fluctuations and exchange controls;

rates of inflation;

cultural and language differences;

employment regulations;

crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars;

deterioration of political relations with the United States;

government appropriation of assets.

We may not be able to

adequately address these additional risks.

If we were unable to do so, our operations might suffer, which may adversely impact

our results of operations and financial condition.

Our management may not be able to maintain

control of a target business after our initial business combination.

We cannot provide assurance that, upon loss of control of

a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

We may structure our

initial business combination so that the post-transaction company in which our public stockholders own shares will own less than

100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction

company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the

target sufficient for the post-transaction company not to be required to register as an investment company under the Investment

We will not consider any transaction that does not meet such criteria.

Even if the post-transaction company owns

50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a

minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business

combination transaction.

For example, we could pursue a transaction in which we issue a substantial number of new shares of Class

A common stock in exchange for all of the outstanding capital stock of a target.

In this case, we would acquire a 100% interest

in the target.

However, as a result of the issuance of a substantial number of new shares of common stock, our stockholders immediately

prior to such transaction could own less than a majority of our outstanding shares of common stock subsequent to such transaction.

In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining

a larger share of the company’s stock than we initially acquired.

Accordingly, this may make it more likely that our management

will not be able to maintain control of the target business.

We cannot provide assurance that, upon loss of control of a target

business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

We may issue notes or other debt securities,

or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial

condition and thus negatively impact the value of our stockholders’

investment in us.

We may choose to incur

substantial debt to complete our initial business combination.

We have agreed that we will not incur any indebtedness unless we

have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust

As such, no issuance of debt will affect the per-share amount available for redemption from the trust account.

Nevertheless,

the incurrence of debt could have a variety of negative effects, including:

default and foreclosure on our assets if our operating revenues after an initial business combination

are insufficient to repay our debt obligations;

acceleration of our obligations to repay the indebtedness, even if we make all principal and

interest payments when due, if we breach certain covenants that require the maintenance of certain financial ratios or reserves

without a waiver or renegotiation of that covenant;

our immediate payment of all principal and accrued interest, if any, if the debt security is

payable on demand;

our inability to obtain necessary additional financing if the debt security contains covenants

restricting our ability to obtain such financing while the debt security is outstanding;

our inability to pay dividends on our common stock;

using a substantial portion of our cash flow to pay principal and interest on our debt, which

will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures

and acquisitions, and fund other general corporate purposes;

limitations on our flexibility in planning for and reacting to changes in our business and in

the industry in which we operate;

increased vulnerability to adverse changes in general economic, industry and competitive conditions

and adverse changes in government regulation;

limitations on our ability to borrow

additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy;

other disadvantages compared to our competitors who have less debt.

We may only be able to complete one

business combination with the proceeds of the initial public offering and the sale of the placement units, which will cause us

to be solely dependent on a single business which may have a limited number of products or services.

This lack of diversification

may negatively impact our operations and profitability.

Of the net proceeds from

the initial public offering and the sale of the placement units, $230,000,000 is available to complete our business combination

and pay related fees and expenses (which includes up to $9,800,000 for the payment of deferred underwriting commissions).

We may complete our initial

business combination with a single target business or multiple target businesses simultaneously or within a short period of time.

However, we may not be able to complete a business combination with more than one target business because of various factors,

including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements

with the SEC that present operating results and the financial condition of several target businesses as if they had been operated

on a combined basis.

By consummating an initial business combination with only a single entity, our lack of diversification may

subject us to numerous economic, competitive and regulatory developments.

Further, we would not be able to diversify our operations

or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to

complete several business combinations in different industries or different areas of a single industry.

In addition, we intend

to focus our search for an initial business combination in a single industry.

Accordingly, the prospects for our success may be:

solely dependent upon the performance of a single business, property or asset, or

dependent upon the development or market acceptance of a single or limited number of products,

processes or services.

This lack of diversification

may subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse

impact upon the particular industry in which we may operate subsequent to our business combination.

Risks Relating to our Sponsor and Management

Our ability to successfully complete

our initial business combination and to be successful thereafter will be totally dependent upon the efforts of members of our

management team, some of whom may join us following our initial business combination.

The loss of such people could negatively

impact the operations and profitability of our post-combination business.

Our ability to successfully

complete our business combination is dependent upon the efforts of members of our management team.

The role of members of our

management team in the target business, however, cannot presently be ascertained.

Although some members of our management team

may remain with the target business in senior management or advisory positions following our business combination, it is likely

that some or all of the management of the target business will remain in place.

While we intend to closely scrutinize any individuals

we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to

These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could

cause us to have to expend time and resources helping them become familiar with such requirements.

In addition, the officers

and directors of an acquisition candidate may resign upon completion of our initial business combination.

The departure of a business

combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.

The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained

at this time.

Although we contemplate that certain members of an acquisition candidate’s management team will remain associated

with the acquisition candidate following our initial business combination, it is possible that members of the management of an

acquisition candidate will not wish to remain in place.

The loss of key personnel could negatively impact the operations and profitability

of our post-combination business.

Members of our management team may

negotiate employment or consulting agreements with a target business in connection with a particular initial business combination.

These agreements may provide for them to receive compensation following our initial business combination and as a result, may

cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.

Members of our management

team may be able to remain with the company after the consummation of our initial business combination only if they are able to

negotiate employment or consulting agreements in connection with the business combination.

Such negotiations would take place

simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation

in the form of cash payments and/or our securities for services they would render to us after the consummation of our initial

business combination.

The personal and financial interests of such individuals may influence their motivation in identifying and

selecting a target business.

However, we believe the ability of such individuals to remain with us after the consummation of our

initial business combination will not be the determining factor in our decision as to whether or not we will proceed with any

potential business combination.

There is no certainty, however, that any members of our management team will remain with us after

the consummation of our initial business combination.

We cannot assure you that any members of our management team will remain

in senior management or advisory positions with us.

The determination as to whether any members of our management team will remain

with us will be made at the time of our initial business combination.

Certain of our officers and directors

are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended

to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity

a particular business opportunity should be presented.

Until we consummate our

initial business combination, we will engage in the business of identifying and combining with one or more businesses.

and our officers and directors are and may in the future become, affiliated with entities (such as operating companies or investment

vehicles) that are engaged in a similar business.

Our officers and directors

also may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which

they owe certain fiduciary or contractual duties.

Accordingly, they may have conflicts of interest in determining to which entity

a particular business opportunity should be presented.

These conflicts may not be resolved in our favor and a potential target

business may be presented to another entity prior to its presentation to us.

Our amended and restated certificate of incorporation

contains a waiver of the corporate opportunity doctrine, which provides that we renounce our interest in any corporate opportunity

offered to any director or officer unless (i) such opportunity is expressly offered to such person solely in his or her capacity

as a director or officer of our company (ii) such opportunity is one we are legally and contractually permitted to undertake and

would otherwise be reasonable for us to pursue and (iii) the director or officer is permitted to refer the opportunity to us without

violating another legal obligation.

The purpose for the surrender of corporate opportunities is to allow officers, directors or

other representatives with multiple business affiliations to continue to serve as an officer of our company or on our board of

Our officers and directors may from time to time be presented with opportunities that could benefit both another business

affiliation and us.

In the absence of the “corporate opportunity”

waiver in our charter, certain candidates would

not be able to serve as an officer or director.

We believe we substantially benefit from having representatives, who bring significant,

relevant and valuable experience to our management, and, as a result, the inclusion of the “corporate opportunity”

waiver in our amended and restated certificate of incorporation provides us with greater flexibility to attract and retain the

officers and directors that we feel are the best candidates.

However, the personal

and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target

business and completing a business combination.

The different timelines of competing business combinations could cause our directors

and officers to prioritize a different business combination over finding a suitable acquisition target for our business combination.

Consequently, our directors’

and officers’

discretion in identifying and selecting a suitable target business may

result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination

are appropriate and in our stockholders’

best interest, which could negatively impact the timing for a business combination.

We may engage in a business combination

with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors

or existing stockholders, which may raise potential conflicts of interest.

In light of the involvement

of our sponsor, officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our

sponsor, officers or directors.

Our directors also serve as officers and board members for other entities.

Such entities may compete

with us for business combination opportunities.

Our sponsor, officers and directors are not currently aware of any specific opportunities

for us to complete our business combination with any entities with which they are affiliated, and there have been no preliminary

discussions concerning a business combination with any such entity or entities.

Although we will not be specifically focusing

on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such

affiliated entity met our criteria for a business combination as set forth in “Proposed Business —

Effecting Our Initial

Business Combination —

Selection of a Target Business and Structuring of our Initial Business Combination”

transaction was approved by a majority of our disinterested directors.

Despite our agreement to obtain an opinion from an independent

investment banking firm that is a member of FINRA, or from an independent accounting firm, regarding the fairness to our company

from a financial point of view of a business combination with one or more domestic or international businesses affiliated with

our officers, directors or existing stockholders, potential conflicts of interest still may exist and, as a result, the terms

of the business combination may not be as advantageous to our public stockholders as they would be absent any conflicts of interest.

Additionally, were we successful in consummating such a transaction, conflicts could invariably arise from the interest of the

initial stockholders or their affiliates in maximizing their returns, which may be at odds with the strategy of the post-business combination

company or not in the best interests of the public stockholders of the post-business combination company.

Any or all of such

conflicts could materially reduce the value of your investment, whether before or after our initial business combination.

Since our sponsor, officers, and directors

will lose their entire investment in us if our business combination is not completed, a conflict of interest may arise in determining

whether a particular business combination target is appropriate for our initial business combination.

Our sponsor currently

own 7,870,000 founder shares, which will be worthless if we do not consummate our initial business combination.

In addition, our

sponsor has also purchased 610,000 placement units for an aggregate purchase price of $6.1 million that will also be worthless

if we do not consummate our initial business combination.

Holders of founder shares and private placement shares have agreed (A)

to vote any shares owned by them in favor of any proposed business combination and (B) not to redeem any founder shares or private

placement shares in connection with a stockholder vote to approve a proposed initial business combination.

In addition, we may

obtain loans from our sponsor, affiliates of our sponsor or an officer or director.

The personal and financial interests of our

officers and directors may influence their motivation in identifying and selecting a target business combination, completing an

initial business combination and influencing the operation of the business following the initial business combination.

We may have a limited ability to assess

the management of a prospective target business and, as a result, may complete our initial business combination with a target

business whose management may not have the skills, qualifications or abilities to manage a public company, which could, in turn,

negatively impact the value of our stockholders’

investment in us.

When evaluating the desirability

of effecting our initial business combination with a prospective target business, our ability to assess the target business’s

management may be limited due to a lack of time, resources or information.

Our assessment of the capabilities of the target’s

management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected.

Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company,

the operations and profitability of the post-combination business may be negatively impacted.

Accordingly, any stockholders

who choose to remain stockholders following the business combination could suffer a reduction in the value of their shares.

stockholders are unlikely to have a remedy for such reduction in value.

The officers and directors

of an acquisition candidate may resign upon completion of our initial business combination.

The departure of a business combination

target’s key personnel could negatively impact the operations and profitability of our post-combination business.

role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained

at this time.

Although we contemplate that certain members of an acquisition candidate’s management team will remain associated

with the acquisition candidate following our initial business combination, it is possible that members of the management of an

acquisition candidate will not wish to remain in place.

Risks Relating to our Securities

deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements

and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

If we are deemed to be

an investment company under the Investment Company Act, our activities may be restricted, including:

restrictions on the nature of our investments;

restrictions on the issuance of securities;

each of which may make it difficult for us

to complete our initial business combination.

In addition, we may have

imposed upon us burdensome requirements, including:

registration as an investment company;

adoption of a specific form of corporate structure;

reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

In order not to be regulated

as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are

engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include

investing, reinvesting, owning, holding or trading “investment securities”

constituting more than 40% of our total

assets (exclusive of U.S.

government securities and cash items) on an unconsolidated basis.

Our business is to identify and complete

a business combination and thereafter to operate the post-transaction business or assets for the long term.

We do not plan to

buy businesses or assets with a view to resale or profit from their resale.

We do not plan to buy unrelated businesses or assets

or to be a passive investor.

We do not believe that

our anticipated principal activities will subject us to the Investment Company Act.

To this end, the proceeds held in the trust

account may only be invested in United States “government securities”

within the meaning of Section 2(a)(16) of the

Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7

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

government treasury obligations.

Pursuant to the

trust agreement, the trustee is not permitted to invest in other securities or assets.

By restricting the investment of the proceeds

to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than

on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an

“investment company”

within the meaning of the Investment Company Act.

Our securities are not intended for persons

who are seeking a return on investments in government securities or investment securities.

The trust account is intended as a

holding place for funds pending the earliest to occur of:

(i) the completion of our primary business objective, which is a business

(ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend 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 do not complete our initial business combination within the completion window or (b) with respect to any other provision

relating to stockholders’

rights or pre-initial business combination activity;

or (iii) absent a business combination, our

return of the funds held in the trust account to our public stockholders as part of our redemption of the public shares.

do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act.

If we were deemed

to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses

for which we have not allotted funds and may hinder our ability to consummate our initial business combination.

If we are unable

to complete our initial business combination, our public stockholders may receive only $10.00 per share (based on the trust account

balance as of December 31, 2020) on the liquidation of our trust account and our warrants will expire worthless.

In certain circumstances,

our public stockholders may receive less than $10.00 per share on the redemption of their shares.

Please see “—

third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount

received by stockholders may be less than $10.00 per share”

and other risk factors in this section.

Nasdaq may delist our securities from

trading on its exchange, which could limit investors’

ability to make transactions in our securities and subject us to additional

trading restrictions.

Our units, Class A common

stock and warrants are currently listed on Nasdaq.

We cannot assure you that our securities will continue to be listed on Nasdaq

in the future or prior to our initial business combination.

In order to continue listing our securities on Nasdaq prior to our

initial business combination, we must maintain certain financial, distribution and stock price levels.

Generally, we must maintain

a minimum amount in stockholders’

equity (generally $2,500,000) and a minimum number of holders of our securities (generally

300 public holders).

Additionally, in connection with our initial business combination, we will be required to demonstrate compliance

with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements,

in order to continue to maintain the listing of our securities on Nasdaq.

For instance, our stock price would generally be required

to be at least $4.00 per share, our stockholders’

equity would generally be required to be at least $5.0 million and

we would be required to have a minimum of 300 round lot holders (with at least 50% of such round lot holders holding securities

with a market value of at least $2,500) of our securities.

We cannot assure you that we will be able to meet those initial listing

requirements at that time.

If Nasdaq delists our

securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we

expect our securities could be quoted on the Over-The-Counter Bulletin Board or the “pink sheets.”

to occur, there could be material adverse consequences, including:

● a limited availability of market

quotations for our securities;

● reduced liquidity for our securities;

● a determination that our Class

A common stock is a “penny stock”

which will require brokers trading in our

Class A common stock to adhere to more stringent rules and possibly result in a reduced

level of trading activity in the secondary trading market for our securities;

● a limited amount of news and analyst

● a decreased ability to issue additional

securities or obtain additional financing in the future.

The National Securities

Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain

securities, which are referred to as “covered securities.”

Because our units, Class A common stock and warrants are

listed on Nasdaq, our units, Class A common stock and warrants are covered securities.

Although the states are preempted from

regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion

of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities

in a particular case.

While we are not aware of a state having used these powers to prohibit or restrict the sale of securities

issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies

unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies

in their states.

Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be

subject to regulation in each state in which we offer our securities.

If we seek stockholder approval of

our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group”

of stockholders are deemed to hold in excess of 15.0% of our Class A common stock, you will lose the ability to redeem all such

shares in excess of 15% of our Class A common stock.

If we seek stockholder

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

an aggregate of 15.0% of the shares sold in the initial public offering, which we refer to as the “Excess Shares”.

However, our amended and restated certificate of incorporation does not restrict our stockholders’

ability to vote all of

their shares (including Excess Shares) for or against our business combination.

Your inability to redeem the Excess Shares

will reduce your influence over our ability to consummate a business combination and you could suffer a material loss on your

investment in us if you sell Excess Shares in open market transactions.

Additionally, you will not receive redemption distributions

with respect to the Excess Shares if we consummate our business combination.

As a result, you would continue to hold that number

of shares exceeding 15.0% and, in order to dispose of such shares, would be required to sell those shares in open market transactions,

potentially at a loss.

We are not registering the shares of

Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time,

and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being

able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

We are not registering

the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws

at this time.

However, under the terms of the warrant agreement, we will use our best efforts to file, and within 60 business

days following our initial business combination to have declared effective, a registration statement under the Securities Act

covering such shares and maintain a current prospectus relating to the Class A common stock issuable upon exercise of the warrants,

until the expiration of the warrants in accordance with the provisions of the warrant agreement.

We cannot assure you that we

will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth

in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current

or correct or the SEC issues a stop order.

If the shares issuable upon exercise of the warrants are not registered under the Securities

Act, we will be required to permit holders to exercise their warrants on a cashless basis.

However, no warrant will be exercisable

for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants,

unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the

exercising holder, or an exemption from registration is available.

Notwithstanding the above, if our Class A common stock is at

the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a

“covered security”

under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public

warrants who exercise their warrants to do so on a “cashless basis”

in accordance with Section 3(a)(9) of the Securities

Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will

be required to use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption

is not available.

In no event will we be required to net cash settle any warrant.

If the issuance of the shares upon exercise

of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall

not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

In such event, holders who acquired

their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of Class A common

stock included in the units.

If and when the warrants become redeemable by us, we may exercise our redemption right even if we

are unable to register or qualify the underlying shares of Class A common stock for sale under all applicable state securities

The grant of registration rights to

our initial stockholders may make it more difficult to complete our initial business combination, and the future exercise of such

rights may adversely affect the market price of our Class A common stock.

Pursuant to an agreement

entered into concurrently with the issuance and sale of the securities in the initial public offering, our initial stockholders

and their permitted transferees can demand that we register their founder shares, after those shares convert to our Class A common

stock at the time of our initial business combination, and placement shares.

In addition, holders of our placement warrants and

their permitted transferees can demand that we register the placement warrants and the Class A common stock issuable upon exercise

of the placement warrants, and holders of warrants included in the units that may be issued upon conversion of working capital

loans may demand that we register such warrants or the Class A common stock issuable upon exercise of such warrants.

the cost of registering these securities.

The registration and availability of such a significant number of securities for trading

in the public market may have an adverse effect on the market price of our Class A common stock.

In addition, the existence of

the registration rights may make our initial business combination more costly or difficult to conclude.

This is because the stockholders

of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset

the negative impact on the market price of our Class A common stock that is expected when the common stock owned by our initial

stockholders, holders of our placement warrant or holders of our working capital loans or their respective permitted transferees

are registered.

We may issue additional common stock

or preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial

business combination.

We may also issue shares of Class A common stock upon the conversion of the Class B common stock at a ratio

greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained

in our amended and restated certificate of incorporation.

Any such issuances would dilute the interest of our stockholders and

likely present other risks.

Our amended and restated

certificate of incorporation authorizes the issuance of up to 100,000,000 shares of Class A common stock, par value $0.0001

per share, 10,000,000 shares of Class B common stock, par value $0.0001 per share, and 1,000,000 shares of undesignated

preferred stock, par value $0.0001 per share.

There are currently 76,390,000 and 2,130,000 authorized but unissued shares of Class

A common stock and Class B common stock, respectively, available for issuance, which amount does not take into account the shares

of Class A common stock reserved for issuance upon exercise of any outstanding warrants or the shares of Class A common stock

issuable upon conversion of Class B common stock.

There are no shares of preferred stock issued and outstanding.

Shares of Class

B common stock are convertible into shares of our Class A common stock initially at a one-for-one ratio but subject to adjustment,

including in certain circumstances in which we issue Class A common stock or equity-linked securities related to our initial

business combination.

We may issue a substantial

number of additional shares of Class A common stock or preferred stock to complete our initial business combination (including

pursuant to a specified future issuance) or under an employee incentive plan after completion of our initial business combination

(although our amended and restated certificate of incorporation provides that we may not issue securities that can vote with common

stockholders on matters related to our pre-initial business combination activity).

We may also issue shares of Class A common

stock upon conversion of the Class B common stock at a ratio greater than one-to-one at the time of our initial business combination

as a result of the applicable anti-dilution provisions contained in our amended and restated certificate of incorporation.

our amended and restated certificate of incorporation provides, among other things, that prior to our initial business combination,

we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the trust

account or (ii) vote on any initial business combination.

The issuance of additional

shares of common or preferred stock:

may significantly dilute the equity interest of investors in the initial public offering;

may subordinate the rights of holders of common stock if preferred stock is issued with rights

senior to those afforded our common stock;

could cause a change of control if a substantial number of shares of our common stock are issued,

which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in

the resignation or removal of our present officers and directors;

may adversely affect prevailing market prices for our units, Class A common stock and/or warrants.

The exercise price for the public warrants

is higher than some similar blank check company in the past, and, accordingly, the warrants are more likely to expire worthless.

The exercise price of

the public warrants is higher than some similar blank check companies in the past.

Historically, the exercise price of a warrant

was generally a fraction of the purchase price of the units in the initial public offering.

The exercise price for our public

warrants is $11.50 per share.

As a result, the warrants are less likely to ever be in the money and more likely to expire worthless.

Certain agreements related to the initial

public offering may be amended without stockholder approval.

Certain agreements, including

the underwriting agreement relating to the initial public offering, the investment management trust agreement between us and Continental

Stock Transfer & Trust Company, the letter agreement among us and our initial stockholders, officers and directors, the

registration rights agreement among us and our initial stockholders may be amended without stockholder approval.

These agreements

contain various provisions that our public stockholders might deem to be material.

For example, the underwriting agreement contains

(i) a representation that we will not consummate any public or private equity or debt financing prior to the consummation of a

business combination, unless all investors in such financing expressly waive, in writing, any rights in or claims against the

trust account and (ii) a covenant that the target company that we acquire must have a fair market value equal to at least 80%

of the balance in the trust account at the time of signing the definitive agreement for the transaction with such target business

(excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) so long as we obtain

and maintain a listing for our securities on Nasdaq.

While we do not expect our board to approve any amendment to any of these

agreements prior to our initial business combination, it may be possible that our board, in exercising its business judgment and

subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement in connection with the consummation

of our initial business combination.

Any such amendment may have an adverse effect on the value of an investment in our securities.

We may amend the terms of the warrants

in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 65% of the then outstanding

public warrants.

As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and

the number of shares of our Class A common stock purchasable upon exercise of a warrant could be decreased, all without your approval.

Our warrants were issued

in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and

The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any

ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding

public warrants to make any change that adversely affects the interests of the registered holders of public warrants.

we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding

public warrants approve of such amendment.

Although our ability to amend the terms of the public warrants with the consent of

at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other

things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the

number of shares of our Class A common stock purchasable upon exercise of a warrant.

We may redeem your unexpired warrants

prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to

redeem outstanding warrants (excluding any placement warrants held by our sponsor or its permitted transferees) at any time after

they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales

price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations,

recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to

the date on which we give proper notice of such redemption and provided certain other conditions are met.

If and when the warrants

become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities

for sale under all applicable state securities laws.

Redemption of the outstanding warrants could force you:

(i) to exercise your

warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants

at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption

price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market

value of your warrants.

Our warrants and founder shares may

have an adverse effect on the market price of our Class A common stock and make it more difficult to consummate our business combination.

We issued warrants to

purchase 7,666,666 shares of our Class A common stock as part of the units sold in the initial public offering and, simultaneously

with the closing of the initial public offering, we issued to our sponsor in a private placement 610,000 units consisting of one

placement share and one-third of one placement warrant, with each whole warrant exercisable to purchase one share of Class

A common stock at $11.50 per share.

Our initial stockholders currently own 7,870,000 founder shares.

The founder shares are convertible

into shares of Class A common stock on a one-for-one basis, subject to adjustment.

In addition, if our sponsor makes any

working capital loans, such loans may be converted into units, at the price of $10.00 per unit at the option of the lender.

units would be identical to the placement units.

To the extent we issue

shares of Class A common stock to consummate our business combination, the potential for the issuance of a substantial number

of additional shares of Class A common stock upon exercise of these warrants and conversion rights could make us a less attractive

acquisition vehicle to a target business.

Any such issuance will increase the number of issued and outstanding shares of our Class

A common stock and reduce the value of the shares of Class A common stock issued to complete the business combination.

our warrants and founder shares may make it more difficult to consummate our business combination or increase the cost of acquiring

the target business.

The placement warrants

are identical to the warrants sold as part of the units in the initial public offering except that, so long as they are held by

our sponsor or its permitted transferees, (i) they will not be redeemable by us, (ii) they (including the Class A common stock

issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until

30 days after the completion of our initial business combination and (iii) they may be exercised by the holders on a cashless

Because each unit contains one-third

of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.

Each unit contains one-third

of one warrant.

Because, pursuant to the warrant agreement, the warrants may only be exercised for a whole number of shares, only

a whole warrant may be exercised at any given time.

This is different from other blank check companies similar to ours whose units

include one share of common stock and one warrant to purchase one whole share.

We established the components of the units in this

way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be

exercisable in the aggregate for one-third of the number of shares compared to units that each contain a warrant to purchase one

whole share, thus making us, we believe, a more attractive business combination partner for target businesses.

Nevertheless, this

unit structure may cause our units to be worth less than if they included a warrant to purchase one whole share.

A provision of our warrant agreement

may make it more difficult for use to consummate an initial business combination.

If (x) we issue additional

shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of

our initial business combination at an issue price or effective issue price of less than $9.20 per share (with such issue price

or effective issue price to be determined in good faith by us and in the case of any such issuance to our sponsors or their affiliates,

without taking into account any founder shares held by our initial stockholders or such affiliates, as applicable, prior to such

issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 50%

of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date

of the completion of our initial business combination (net of redemptions), and (z) the volume-weighted average trading price

of our shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we

complete our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise

price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly

Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of

the higher of the Market Value and the Newly Issued Price.

This may make it more difficult for us to consummate an initial business

combination with a target business.

Provisions in our amended and restated

certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing

to pay in the future for our Class A common stock and could entrench management.

Our amended and restated

certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider

to be in their best interests.

These provisions include a staggered board of directors and the ability of the board of directors

to designate the terms of and issue new series of preferred shares, which may make the removal of management more difficult and

may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

We are also subject to

anti-takeover provisions under Delaware law, which could delay or prevent a change of control.

Together these provisions

may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium

over prevailing market prices for our securities.

and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in

our name, actions against our directors, officers, other employees or stockholders for breach of fiduciary duty and other similar

actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder

bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, which may have the

effect of discouraging lawsuits against our directors, officers, other employees or stockholders.

Our amended and restated

certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions

against our directors, officers, other employees or stockholders for breach of fiduciary duty and other similar actions may be

brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the

suit will be deemed to have consented to service of process on such stockholder’s counsel except any action (A) as to which

the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction

of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within

ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court

of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action arising under the

Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent

jurisdiction.

Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed

to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation.

This choice of forum provision

may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any

of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims, although

our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.

Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation

to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other

jurisdictions, which could harm our business, operating results and financial condition.

Our amended and restated

certificate of incorporation provides that the exclusive forum provision will be applicable to the fullest extent permitted by

applicable law.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty

or liability created by the Exchange Act or the rules and regulations thereunder.

As a result, the exclusive forum provision will

not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal

courts have exclusive jurisdiction.

We are a company with no operating

history and no revenues and you have no basis on which to evaluate our ability to achieve our business objective.

We are a company with

no operating results, and we will not commence operations until we consummate our initial business combination.

Because we lack

an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our

initial business combination with one or more target businesses.

We may be unable to complete a business combination.

to complete a business combination, we will never generate any operating revenues.

Changes in laws or regulations, or

a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.

We are subject to laws

and regulations enacted by national, regional and local governments.

In particular, we are required to comply with certain SEC

reporting and other legal requirements.

Compliance with, and monitoring of, applicable laws and regulations may be difficult,

time consuming and costly.

Those laws and regulations and their interpretation and application may also change from time to time

and those changes could have a material adverse effect on our business, investments and results of operations.

In addition, a

failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our

business and results of operations.

Our ability to provide financial technology

products and services to customers may be reduced or eliminated by regulatory changes.

We expect that the customer

base for our products or services will be principally banks and other financial institutions such as insurance companies and securities

firms, all of which are subject to extensive regulation.

Any product or service we supply to these firms likely will be affected

by and designed to comply with the customer’s regulatory environment.

If the regulatory environment affecting a particular

product or service changes, the product or service could become obsolete or unmarketable, or require extensive and expensive modification.

As a result, regulatory changes may impair our revenues and our profitability.

If we only provide a single product or service

a change in the applicable regulatory environment could cause a significant business interruption and loss of revenue until appropriate

modifications are made.

Moreover, if the regulatory change eliminates the need for the product or service, or if the expense of

making necessary modifications exceeds our resources or available financing, we may be unable to continue in business.

Past performance by our management

team may not be indicative of future performance of an investment in us.

Information regarding

performance by, or businesses associated with our management team and its affiliates is presented for informational purposes only.

Past performance by our management team is not a guarantee either (i) of success with respect to any business combination we may

consummate or (ii) that we will be able to locate a suitable candidate for our initial business combination.

You should not rely

on the historical record of our management team’s performance as indicative of our future performance of an investment in

us or the returns we will, or are likely to, generate going forward.

As the number

of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be

more competition for attractive targets.

This could increase the cost of our initial business combination and could even result

in our inability to find a target or to consummate an initial business combination.

recent years, the number of special purpose acquisition companies that have been formed has increased substantially.

Many potential

targets for special purpose acquisition companies have already entered into an initial business combination, and there are still

many special purpose acquisition companies seeking targets for their initial business combination, as well as many such companies

currently in registration.

As a result, at times, fewer attractive targets may be available, and it may require more time, more

effort and more resources to identify a suitable target and to consummate an initial business combination.

addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with

available targets, the competition for available targets with attractive fundamentals or business models may increase, which could

cause target companies to demand improved financial terms.

Attractive deals could also become scarcer for other reasons, such

as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close

business combinations or operate targets post-business combination.

This could increase the cost of, delay or otherwise complicate

or frustrate our ability to find and consummate an initial business combination, and may result in our inability to consummate

an initial business combination on terms favorable to our investors altogether.

We are an emerging growth company and

a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure

requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive

to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging

growth company”

within the meaning of the Securities Act, as modified by the JOBS Act, and we may 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 internal controls 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 nonbinding advisory vote on executive compensation and stockholder

approval of any golden parachute payments not previously approved.

As a result, our stockholders may not have access to certain

information they may deem important.

We could be an emerging growth company for up to five years, although circumstances could

cause us to lose that status earlier, including if the market value of our Class A common stock held by non-affiliates exceeds

$700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following

We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions.

If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our

securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading

prices of our securities may be more volatile.

Further, Section 102(b)(1)

of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards

until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not

have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

We have elected not to opt out of

such extended transition period which means that when a standard is issued or revised and it has different application dates for

public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of our financial statements with another public company which is neither

an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult

or impossible because of the potential differences in accounting standards used.

Additionally, we

are a “smaller reporting company”

as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take

advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of

our common stock held by non-affiliates exceeds $250 million as of the prior June 30 th , and (2) our annual

revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds

$700 million as of the prior June 30 th .

To the extent we take advantage of such reduced disclosure obligations,

it may also make comparison of our financial statements with other public companies difficult or impossible.

The requirements of being a public

company may strain our resources and divert management’s attention.

As a public company,

we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (which we refer to as the Sarbanes-Oxley

Act), the Dodd-Frank Act Wall Street Reform and Consumer Protection Act (which we refer to as the Dodd-Frank Act), the listing

requirements of Nasdaq and other applicable securities rules and regulations.

Compliance with these rules and regulations will

increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase

demand on our systems and resources, particularly after we are no longer an “emerging growth company.”

The Sarbanes-Oxley

Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial

In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial

reporting to meet this standard, significant resources and management oversight may be required.

As a result, management’s

attention may be diverted from other business concerns, which could adversely affect our business and operating results.

need to hire more employees in the future or engage outside consultants to comply with these requirements, which will increase

our costs and expenses.

In addition, changing

laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies,

increasing legal and financial compliance costs and making some activities more time consuming.

These laws, regulations and standards

are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in

practice may evolve over time as new guidance is provided by regulatory and governing bodies.

This could result in continuing

uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased

general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities

to compliance activities.

If our efforts to comply with new laws, regulations and standards differ from the activities intended

by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate

legal proceedings against us and our business may be adversely affected.

However, for as long

as we remain an “emerging growth company”

as defined in the JOBS Act, we may take advantage of certain exemptions

from various reporting requirements that are applicable to “emerging growth companies”

including, but not limited

to, not being required to comply with the auditor attestation requirements of the Sarbanes-Oxley Act, reduced disclosure obligations

regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirement of holding

a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously

We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.”

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 shares of common stock that are

held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion

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

We may be subject to claims from both

the firms to whom we provide our products and services and the clients they serve.

If the products or services

we provide relate to the facilitation of financial transactions, such as funds or securities settlement systems, and a failure

or compromise of our product or service results in loss to a customer or its clients, we may be liable for such loss.

of the loss could be significantly greater that the revenues we derived from providing the product or service.

If we are unable to keep pace with

evolving technology and changes in the financial services industry, our revenues and future prospects may decline.

expect that the markets for the products and services of any target business we acquire will likely be characterized by rapid

technological change, frequent new product introductions and evolving industry standards.

The introduction of products and services

embodying new technologies and the emergence of new industry standards can render existing products and services obsolete and

unmarketable in short periods of time.

We expect new products and services, and enhancements to existing products and services,

will be developed and introduced by others, which will compete with the products and services that we offer.

Our success will

depend upon our ability to enhance current products and services and to develop and introduce new products and services that keep

pace with technological developments and emerging industry standards.

If we are unable to develop and introduce new products and

services or enhancements in a timely manner, or if a release of a new product or service does not achieve market acceptance, our

revenues and future prospects may decline.

A failure to comply with privacy regulations

could adversely affect relations with customers and have a negative impact on business.

upon the type of financial technology business we acquire, in the course of providing services to our customers we may collect,

process and retain sensitive and confidential information on our customers and their clients.

A failure of our systems due to

security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming and/or human errors, or other causes

could result in the misappropriation, loss or other unauthorized disclosure of confidential customer information.

Any such failure

could result in damage to our reputation with our customers, expose us to the risk of litigation and liability, disrupt our operations,

and impair our ability to operate profitably.

Difficulties with any products or services

we provide could damage our reputation and business.

We expect that market

acceptance of our products and services will depend upon the reliable operation and security of our systems and their connection

to the systems of our customers.

Any operational or connectivity failures, system outages or security breaches would likely result

in revenue loss to us until corrected and could result in client dissatisfaction, causing them to terminate or reduce their business

dealings with us.

It may also damage our business reputation, making it more difficult for us to obtain new customers and maintain

or expand our business.

may not be able to protect our intellectual property and we may be subject to infringement claims.

expect to rely on a combination of contractual rights and copyright, trademark, patent and trade secret laws to establish and

protect any proprietary technology of a target business.

Although we intend to protect vigorously any intellectual property we

acquire, third parties may infringe or misappropriate our intellectual property or may develop competitive technology.

Our competitors

may independently develop similar technology, duplicate our products or services or design around our intellectual property rights.

We may have to litigate to enforce and protect our intellectual property rights, trade secrets and know-how or to determine their

scope, validity or enforceability, which is expensive, could cause a diversion of resources and may not prove successful.

loss of intellectual property protection or the inability to secure or enforce intellectual property protection could harm our

business and ability to compete.

also may be subject to claims by third parties for infringement of another party’s proprietary rights, or for breach of

Any such claims and any resulting litigation could subject us to significant liability

An adverse determination in any litigation of this type could require us to design around a third party’s intellectual

property, obtain a license for that technology or license alternative technology from another party.

None of these alternatives

may be available to us at a price which would allow us to operate profitably.

In addition, litigation is time consuming and expensive

to defend and could result in the diversion of the time and attention of management and employees.

Any claims from third parties

may also result in limitations on our ability to use the intellectual property subject to these claims.

UNRESOLVED STAFF COMMENTS.

You should consider carefully all of the risks described below, which we believe are the principal risks that we face and of which we are currently aware, and all of the other information contained in this report.

If any of the events or developments described below occur, our business, financial condition or results of operations could be negatively affected.

Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business.

Risk Factor Summary

The principal risks and uncertainties affecting our business include the following:

• The scale, scope and duration of the impact of the COVID-19 pandemic on our business is unpredictable and depends on a number of factors outside of our control.

We cannot reasonably predict the magnitude of the ultimate impact that COVID-19 will have on us and whether the impact may have a sustained adverse effect on our business, revenues, operating results and financial condition.

• Our ability to retain working partners and key employees is critical to the success of our business.

• Our future growth will depend on, among other things, our ability to successfully identify, recruit and develop talent and will require us to commit additional resources.

• Our inability to successfully identify, consummate and integrate strategic transactions such as joint ventures, strategic investments and acquisitions may result in additional risks and uncertainties in our business.

• Changing market conditions can adversely affect our business in many ways, including by reducing the volume of the transactions involving our business, which could materially reduce our revenue.

• Our revenue in any given period is dependent on the number of fee-paying clients in such period, and a significant reduction in the number of fee-paying clients in any given period could reduce our revenue and adversely affect our operating results in such period.

• Substantially all of our revenue is derived from advisory fees, including fees that are largely contingent upon the completion of events which may be out of our control, such as the completion of a transaction and, as a result, our revenue and profits are highly volatile on a quarterly basis.

• Our engagements are often singular in nature and do not provide for subsequent engagements, which could cause our revenues to fluctuate materially from period to period.

• Our clients may be unable to pay us for our services.

• Our failure to deal appropriately with actual, potential or perceived conflicts of interest could damage our reputation and materially adversely affect our business.

• We face strong competition from other financial advisory firms, many of which have the ability to offer clients a wider range of products and services than those we can offer, which could cause us to lose engagements to competitors, fail to win advisory mandates and subject us to pricing pressures that could materially adversely affect our revenue and profitability.

• Goodwill and other intangible assets represent a significant portion of our assets, and an impairment of these assets could have a material adverse effect on our business, financial condition and results of operations.

• We may be unable to execute on our growth initiatives, business strategies or operating plans.

• As a member of the financial services industry, we face substantial litigation risks.

• Our business is subject to various cybersecurity and other operational risks.

• We may enter into new lines of business which may result in additional risks and uncertainties in our business.

• Fluctuations in foreign currency exchange rates could adversely affect our results.

• The historical consolidated financial information for periods prior to the Business Combination on June 24, 2021 in our filings is not representative of the results we would have achieved as a stand-alone public company and may not permit you to predict our future results.

• Extensive and evolving regulation of our business and the business of our clients exposes us to the potential for significant penalties and fines due to compliance failures, increases our costs and may result in limitations on the manner in which our business is conducted.

Risks Related to Our Business

The scale, scope and duration of the impact of the COVID-19 pandemic on our business is unpredictable and depends on a number of factors outside of our control.

COVID-19 has created global economic disruption and uncertainty.

COVID-19 may have a significant and adverse effect on our business, revenues and operating results in the short term.

Additionally, the prolonged impact of COVID-19 could heighten the impact of one or more of the other risk factors described herein.

As a financial services firm, we are materially affected by conditions in the global financial markets and economic conditions throughout the world.

During periods of unfavorable market or economic conditions, including current market conditions, the volume and value of M&A and capital markets transactions may decrease, thereby reducing the demand for our M&A and capital markets advisory services and increasing price competition among financial services companies seeking such engagements.

COVID-19's adverse impact may also be significantly driven by other factors that are beyond our control, including, for example:

the timing, scope, and effectiveness of additional governmental responses to the pandemic;

medical advancements providing vaccinations for the novel coronavirus and treatments for the medical conditions caused by the virus, the timing and speed of economic recovery;

the impact on our clients' willingness to transact in a sustained uncertain environment;

and the continued unpredictable impacts on public health and economic activity as the pandemic continues.

Prior to the COVID-19 pandemic, our business (from both a marketing and execution perspective) depended to a large degree on our financial staff meeting in person with potential and engaged clients, potential and actual counterparties to our clients involved in transactions, and other parties in interest.

The travel restrictions and social distancing requirements that were put in place as a result of COVID-19 greatly diminished our ability to travel and attend events and meetings in person.

While, during the COVID-19 pandemic, we have successfully conducted meetings using technology, our ability to generate and conduct business may have been adversely impacted.

We have implemented various initiatives to reduce the impact of COVID-19 on our Company and our people, such as employees working remotely from home, while also seeking to maintain business continuity.

We face various cybersecurity and other operational risks related to our business on a day to day basis, which may be heightened by COVID-19.

We rely heavily on financial, accounting, communication, and other information technology systems, including, without limitation, cloud based storage systems, and the people who operate them.

These systems, including the systems of third parties on whom we rely, may experience a disruption as a result of COVID-19 or increased cybersecurity threats.

If we were unable to timely and successfully recover from such a disruption, our business could be materially impacted and such a disruption could cause material financial loss, regulatory actions, reputational harm or legal liability.

An extended period of remote working by our employees could strain our technology resources and introduce operational risks, including heightened cybersecurity risk.

Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts that seek to exploit the COVID-19 pandemic.

COVID-19 presents a threat to our employees' well-being.

While we have implemented a business continuity plan to protect the health of our employees, such plans cannot anticipate all scenarios, and we may experience a potential loss of productivity.

We remain subject to the risks of future pandemics, which could result in challenges to our business that are similar to, or in excess of, those posed by COVID-19.

Our ability to retain working partners and key employees is critical to the success of our business.

Our future success depends to a substantial degree on our ability to retain qualified professionals within our organization, including our working partners.

However, we may not be successful in our efforts to retain the required personnel as the market for qualified advisory professionals is extremely competitive.

Working partners and other senior professionals have left us in the past and others may do so in the future.

Loss of key employees may occur due to perceived opportunity for promotion, compensation levels, work environment, retirement or the pursuit of philanthropic, civic or similar service opportunities, or other individualized reasons, some of which may be beyond our control.

Our senior personnel possess substantial experience and expertise and have strong relationships with our advisory clients.

As a result, the loss of these professionals could jeopardize our relationships with clients and result in the loss of client engagements.

For example, if any of our working partners or other senior professionals, including our executive officers, or groups of professionals, were to join or form a competing firm, some of our current clients could choose to use the services of that competitor rather than our services.

There is no guarantee that our compensation and non-competition arrangements with our working partners provide sufficient incentives or protections to prevent our working partners from resigning to compete with our Company or join our competitors.

For instance, we are currently the plaintiff in a litigation involving certain former working partners and a former employee as defendants, in which the defendants allegedly entered into a scheme to lift out our entire restructuring group to form a new competing firm that they were secretly forming in breach of their contractual and fiduciary duties to our Company.

See “ Part I—Item 3.

Legal Proceedings ” included elsewhere in this Form 10-K.

In addition, some of our competitors have more resources than we do, which may allow them to attract some of our existing employees through higher compensation, promotions or otherwise.

The departure of a number of working partners or groups of professionals could have a material adverse effect on our business and our profitability.

Our future growth will depend on, among other things, our ability to successfully identify, recruit and develop talent and will require us to commit additional resources.

We have experienced significant growth over the past several years, which may be difficult to sustain at the same rate.

In addition, our business involves the delivery of professional services and is largely dependent on the talents and efforts of highly skilled individuals.

Accordingly, our future growth will depend on, among other things, our ability to successfully identify and recruit individuals to join our Company.

It typically takes time for these professionals to become profitable and effective.

During that time, we may incur significant expenses and expend significant time and resources toward training, integration and business development aimed at developing this new talent.

If we are unable to recruit and develop such professionals, we will not be able to implement our growth strategy and our financial results could be materially adversely affected.

In addition, sustaining growth will require us to commit additional management, operational and financial resources and to maintain appropriate operational and financial systems to adequately support expansion, especially in instances when we open new offices that may require additional resources before they become profitable.

See “ Risks Related to our Business—Our growth strategy may involve opening or acquiring new offices and/or expanding, both domestically and internationally, and could involve hiring new Limited Partners and other senior professionals for these offices, which would require substantial investment by us and could materially adversely affect our operating results .” There can be no assurance that we will be able to manage our expanding operations effectively, and any failure to do so could materially adversely affect our ability to grow revenue and control our expenses.

Furthermore, we have grown, and in the future we may continue to grow, by strategic investment or acquisition, which would expose us to numerous risks and uncertainties similar to those of hiring and developing our current professionals.

Additionally, there are challenges related to integrating a large number of personnel into our global organization and ensuring a proper cultural fit.

Management and other existing personnel have spent, and may in the future spend, considerable time and resources working to integrate any acquired business or strategic investment, which may distract them from other business operations.

Our inability to successfully identify, consummate and integrate strategic transactions such as joint ventures, strategic investments and acquisitions may result in additional risks and uncertainties in our business.

In addition to recruiting and internal promotions, we may grow our business through strategic transactions, including joint ventures, strategic investments or acquisitions.

We regularly evaluate opportunities to acquire other businesses.

Unless and until acquisitions of other businesses generate meaningful revenues, the purchase prices or consideration we pay to acquire such businesses could have a material adverse effect on our business, financial condition and results of operations.

If we acquire a business, we may be unable to manage it profitably or successfully integrate its operations with our own.

Additionally, acquisitions may have “earn-out” provisions that could result in large costs after the closing of the acquisition, some or all of which could be dilutive of the holders of our Class A common stock.

Moreover, we may be unable to realize the financial, operational, and other benefits we anticipate from acquisitions.

Competition for future acquisition opportunities in our markets could increase the price we pay for businesses we acquire and could reduce the number of potential acquisition targets.

Further, acquisitions may involve a number of special financial and business risks, including expenses related to any potential acquisition from which we may withdraw;

diversion of our management's time, attention, and resources;

decreased utilization during the integration process;

loss of key acquired personnel;

difficulties in integrating diverse corporate cultures;

increased costs to improve or integrate personnel and financial, accounting, technology and other systems, including compliance with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);

dilutive issuances of equity securities, including convertible debt securities;

the assumption of legal liabilities;

amortization of acquired intangible assets;

potential write-offs related to the impairment of goodwill and additional conflicts of interest.

In addition, our clients may react unfavorably to our acquisition, growth and joint venture strategies, and disagreements between us and any joint-venture partners may negatively impact our business and profitability.

If we are unable to successfully manage these risks, we will not be able to implement our growth strategy, which could ultimately materially adversely affect our business, financial condition and results of operations.

In the case of any joint ventures and strategic investments, we are subject to additional risks and uncertainties relating to governance and controls, in that we may be dependent upon personnel, controls and systems, including management of the business by third parties, and subject to liability, losses or reputational damage relating to such personnel, controls and systems and the management decisions of third parties that are not under our control.

In the event we make further strategic investments or acquisitions, we would face numerous risks and would be presented with financial, managerial and operational challenges, including the difficulty of integrating personnel, financial, accounting, technology and other systems and management controls.

Changing market conditions can adversely affect our business in many ways, including by reducing the volume of the transactions involving our business, which could materially reduce our revenue.

As a financial services firm, we are materially affected by conditions in the global financial markets and economic conditions throughout the world.

Financial markets and economic conditions can be negatively impacted by many factors beyond our control, such as the inability to access credit markets, rising interest rates or inflation, pandemic, terrorism, international hostilities, including the recent hostilities between Russia and Ukraine, political uncertainty, uncertainty in U.S.

federal fiscal, monetary, tax or regulatory policy and the fiscal, monetary, tax or regulatory policy of foreign governments and the timing and nature of such reform.

For example, our revenue is related to the volume and value of the transactions in which we are involved.

During periods of unfavorable market or economic conditions, the volume and value of M&A transactions may decrease, thereby reducing the demand for our M&A advisory services and increasing price competition among financial services companies seeking such engagements.

We may face a similar reduction in demand for our M&A services when the prices of certain commodities, including oil, are suppressed or experience volatility for an extended period of time.

In addition, during periods of strong market and economic conditions, the volume and value of recapitalization and restructuring transactions may decrease, thereby reducing demand for our recapitalization and restructuring advisory services and increasing price competition among financial services companies seeking such engagements.

Our results of operations could be adversely affected by any such reduction in the volume or value of such advisory transactions.

Revenue improvements in our M&A practice in strong economic conditions could be offset in whole or in part by any related revenue declines in our restructuring practice.

Further, in the period following an economic downturn, the volume and value of M&A transactions typically take time to recover and lag a recovery in market and economic conditions.

These trends are cyclical in nature and subject to periodic reversal.

Furthermore, rapid increases in equity valuations and market volatility can negatively impact M&A activity.

Our clients engaging in M&A transactions often rely on access to the credit and/or equity markets to finance such transactions.

The uncertain availability of credit and the volatility of equity markets can adversely affect the size, volume, timing and ability of our clients to successfully complete M&A transactions and adversely affect our advisory business.

Market volatility also affects our clients' ability and willingness to engage in stock-for-stock transactions.

Changes in market and economic conditions can also impact other aspects of our business in different ways.

For example, our profitability may be adversely affected by our fixed costs and the possibility that we would be unable to scale back other costs within a time frame sufficient to match any decreases in revenue relating to changes in market and economic conditions.

While we operate in North America, Europe and the Middle East, our operations in the United States have historically provided most of our revenues and earnings.

Consequently, our revenues and profitability are particularly affected by market conditions in the United States.

Our revenue in any given period is dependent on the number of fee-paying clients in such period, and a significant reduction in the number of fee-paying clients in any given period could reduce our revenue and adversely affect our operating results in such period.

Our revenue in any given period is dependent on the number of fee-paying clients in such period.

For the year ended December 31, 2021, we earned revenues from 232 advisory clients, 142 of which generated fees equal to or greater than $1.0 million.

For the year ended December 31, 2020 we earned revenues from 175 advisory clients, 99 of which generated fees equal to or greater than $1.0 million.

For the year ended December 31, 2019, we earned revenues from 179 advisory clients, 100 of which generated fees equal to or greater than $1.0 million.

We may lose clients as a result of the sale or merger of a client, a change in a client's senior management, competition from other financial advisors and financial institutions and other causes.

A significant reduction in the number of fee-paying clients in any given period could reduce our revenue and adversely affect our operating results for such period.

There was no individual client that accounted for more than 10% of aggregate revenues for the years ended December 31, 2021, 2020, and 2019.

In addition, the composition of the group comprising our largest clients varies significantly from year to year, and a relatively small number of clients may account for a significant portion of our revenues in any given period.

As a result, our business, financial condition, results of operations and liquidity may be significantly affected by the loss of a relatively small number of mandates or the failure of a relatively small number of assignments to be completed.

We have recorded operating losses in the past and may experience operating losses in the future.

For the years ended December 31, 2020 and 2019, we recorded operating losses of $14.6 million and $155.1 million, respectively.

These operating losses 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 Business Combination have been and will be recorded as equity-based compensation expense at PWP OpCo for U.S.

GAAP accounting purposes.

Although we did not record an operating loss for the year ended December 31, 2021, we need to continue to compensate personnel competitively in order to continue building our business and as a result, we may again experience operating losses in future periods.

Substantially all of our revenue is derived from advisory fees, including fees that are largely contingent upon the completion of events which may be out of our control, such as the completion of a transaction and, as a result, our revenue and profits are highly volatile on a quarterly basis.

Our revenue and profits can be highly volatile.

Unlike diversified investment banks, which generate revenues from commercial lending, securities trading and retail banking, or other advisory firms, which have asset management and other recurring revenue businesses, our generation of revenues from sources other than advisory fees is minimal.

Our advisory fees are generally derived from a limited number of engagements that generate significant fees contingent on key transaction milestones, the timing and conditions of which are outside of our control.

We expect that we will continue to rely on advisory fees for most of our revenue for the foreseeable future.

Accordingly, a decline in our advisory engagements or the market for advisory services would adversely affect our business.

In addition, our financial results will likely fluctuate from quarter to quarter based on the timing of when fees are earned, and high levels of revenue in one quarter will not necessarily be predictive of continued high levels of revenue in future periods.

In some cases, for advisory engagements that do not result in the successful consummation of a transaction, we are not paid a fee other than the reimbursement of certain out-of-pocket expenses and, in some cases, a retainer, despite having devoted considerable resources to these transactions.

Because we lack other, more stable, sources of revenue which could moderate some of the volatility in our advisory revenue, we may experience greater variations in our revenue and profits than other larger, more diversified competitors in the financial services industry.

Should our contingent fee arrangements represent a greater percentage of our business in the future, we may experience increased volatility in our working capital requirements and greater variations in our quarter-to-quarter results.

Because in many cases revenues are not recognized until the successful consummation of the underlying transaction, our revenue is highly dependent on market conditions and the decisions and actions of our clients, interested third parties and governmental authorities.

For example, we may be engaged by a client in connection with a sale or divestiture, but the transaction may not occur or be consummated because, among other things, anticipated bidders may not materialize, no bidder is prepared to pay our client's price or because our client's business experiences unexpected operating or financial problems.

We may be engaged by a client in connection with an acquisition, but the transaction may not occur or be consummated for a number of reasons, including because our client may not be the winning bidder, failure to agree upon final terms with the counterparty, failure to obtain necessary regulatory consents or board or stockholder approvals, failure to secure necessary financing, adverse market conditions or because the target's business experiences unexpected operating or financial problems.

Additionally, a client may not receive bids acceptable to it in connection with a restructuring transaction or may not be able to restructure its operations or indebtedness due to a failure to reach an agreement with its principal creditors or the court.

In such circumstances, we often do not receive advisory fees, despite having devoted considerable resources to these transactions.

Our engagements are often singular in nature and do not provide for subsequent engagements, which could cause our revenues to fluctuate materially from period to period.

We operate in a highly-competitive environment where our clients generally retain us on a non-exclusive, short-term, engagement-by-engagement basis in connection with specific transactions or projects, rather than under long-term contracts covering potential additional future services.

As these transactions and projects are often singular in nature and subject to intense competition, we must seek out new engagements when our current engagements are successfully completed or terminated.

As a result, high activity levels in any period are not indicative of high activity levels in the next-succeeding or any future period, and the successful completion of a previous engagement does not guarantee that we will be engaged by the same client in the future on the same terms or at all.

Our clients may be unable to pay us for our services.

We face the risk that our clients may not have the financial resources to pay our agreed-upon advisory fees, including in the bankruptcy or insolvency context.

Further, our clients include companies that have had and may from time to time encounter financial difficulties.

If a client's financial difficulties become severe, the client may be unwilling or unable to pay our invoices in the ordinary course of business, which could adversely affect collections of both our accounts receivable and unbilled services.

On occasion, some of our clients have entered bankruptcy, which has prevented us from collecting amounts owed to us.

The bankruptcy of a number of our clients who, in the aggregate, owe us substantial accounts receivable could have a material adverse effect on our business, financial condition and results of operations.

In addition, if a client declares bankruptcy after paying us certain invoices, courts may determine that we are not properly entitled to those payments and may require repayment of some or all of the amounts we received, which could adversely affect our business, financial condition and results of operations.

Further, some fees earned from certain activities in our restructuring business are subject to approval by the U.S.

Bankruptcy Courts and other interested parties which have the ability to challenge the payment of such fees.

Fees earned and reflected in our revenue may from time to time be subject to successful challenges, which could result in a reduction of revenue.

Certain clients may, due to changes in senior personnel, ownership or otherwise, also be unwilling to pay our advisory fees in whole or in part, in which case we may have to incur significant costs to bring legal action to enforce our engagement agreements to obtain our advisory fees.

Such actions may require considerable financial and personnel resources and may result in negative public relations due to the public nature of legal action.

Ultimately, there is no guaranty that such legal action could be successful.

If the number of debt defaults, bankruptcies or other factors affecting demand for our recapitalization and restructuring advisory services declines, our recapitalization and restructuring business could suffer.

We provide various financial recapitalization and restructuring and related advice to companies in financial distress or to their creditors or other stakeholders.

A number of factors affect demand for these advisory services, including general economic conditions, the availability and cost of debt and equity financing, governmental policy and changes to laws, rules and regulations, including those that protect creditors.

In addition, providing recapitalization and restructuring advisory services entails the risk that the transaction will be unsuccessful or take considerable time and can be subject to a bankruptcy court's authority to disallow or discount our fees in certain circumstances, including after payment of our fees.

If the number of debt defaults, bankruptcies or other factors affecting demand for our recapitalization and restructuring advisory services declines, our business could be adversely affected.

Our failure to deal appropriately with actual, potential or perceived conflicts of interest could damage our reputation and materially adversely affect our business.

We confront actual, potential or perceived conflicts of interest in our business.

For instance, we face the possibility of an actual, potential or perceived conflict of interest when we represent a client on a transaction in which an existing (or future) client is (or becomes) a party.

We may be asked by two or more potential clients to act on their behalf on the same transaction, including multiple clients as potential buyers in the same acquisition transaction, and we may act for such clients if all such clients agree to us doing so (with such agreement potentially being subject to certain operational or other conditions).

In each of these situations, we face the risk that our current policies, controls and procedures do not timely identify, disclose or appropriately manage such conflicts of interest.

In addition, we frequently come into possession of material non-public information and other confidential information in connection with our advisory engagements, and our possession of a client's material non-public information could place restrictions on our other operations or engagements.

It is possible that actual, potential or perceived conflicts could give rise to client dissatisfaction, litigation or regulatory enforcement actions, or result in a client terminating our engagement.

Appropriately identifying and managing actual or perceived conflicts of interest is complex and difficult, and our reputation could be damaged if we fail, or appear to fail, to deal appropriately with one or more potential or actual conflicts of interest.

Regulatory scrutiny of, or litigation in connection with, conflicts of interest could have a material adverse effect on our reputation which could materially adversely affect our business in a number of ways, including as a result of a reluctance of some potential clients and counterparties to do business with us.

Policies, controls and procedures that we implement or may be required to implement to address additional regulatory requirements, including as a result of additional foreign jurisdictions in which we operate, or to mitigate actual or potential conflicts of interest, may result in increased costs;

including for additional personnel and infrastructure and information technology improvements;

limit our activities;

and reduce the positive synergies that we seek to cultivate across our businesses.

Conflicts may also arise if our advisory business has access to material non-public information that may not be shared with our equity research business or vice versa.

Employee misconduct, which is difficult to detect and deter, and other labor-related issues could harm us by impairing our ability to attract and retain clients and by subjecting us to legal liability and reputational harm.

There have been a number of highly-publicized cases involving fraud, insider trading or other misconduct by employees in the financial services industry, and there is a risk that our employees could engage in misconduct that would adversely affect our business.

For example, our business often requires that we deal with confidential matters of great significance to our clients.

If our employees were to improperly use or disclose confidential information provided by our clients, we could be subject to legal sanctions and suffer serious harm to our reputation, financial position, current client relationships and ability to attract future clients.

In addition, our financial professionals and other employees are responsible for following proper measures to maintain the confidentiality of information we hold.

If an employee's failure to do so results in the improper release of confidential information, we could be subject to reputational harm and legal liability, which could impair our ability to attract and retain clients and/or personnel and in turn materially adversely affect our business.

Furthermore, as we continue to increase the size of our workforce, the risk of potential employment-related claims will also increase.

As such, we may be subject to legal proceedings related to employment matters including, but not limited to, discrimination, harassment (sexual or otherwise), wrongful termination and local, state or federal labor law violations.

It is not always possible to deter employee misconduct, and the precautions we take to detect and prevent misconduct may not be effective in all cases.

If our employees engage in misconduct or fail to follow appropriate security measures, our business could be materially adversely affected.

Department of Justice and the SEC continue to devote significant resources to the enforcement of the FCPA.

In addition, the UK and other jurisdictions have significantly expanded the reach of their anti-bribery laws.

While we have developed and implemented policies and procedures that we believe are reasonably designed to ensure compliance by us and our personnel with the applicable laws, such policies and procedures may not be effective in all instances to prevent violations.

Any determination that we have violated the FCPA or other applicable anti-corruption laws could subject us to, among other things, reputational damage, regulatory enforcement, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation and/or a general loss of client or investor confidence, any one of which could adversely affect our business prospects, financial position or the market value of our securities.

For further detail regarding the FCPA and other regulations that we are subject to, see “ Part I—Item 1.

Business—Regulation.

We may face damage to our professional reputation if our services are not regarded as satisfactory or for other reasons.

As an advisory service firm, we depend to a large extent on our relationships with our clients and reputation for integrity and high caliber professional services to attract and retain clients.

Our ability to secure new engagements is substantially dependent on our reputation and the individual reputations of our financial professionals.

Any factor that diminishes our reputation or that of our financial professionals, including not meeting client expectations or actual or alleged misconduct by our financial professionals, including misuse of confidential information or mishandling actual or perceived conflicts, could make it substantially more difficult for us to attract new engagements and clients or retain existing clients.

As a result, if a client is not satisfied with our services, it may be more damaging in our field of business than in other business fields.

Further, because we provide our services primarily in connection with significant or complex transactions, disputes or other matters that usually involve confidential and sensitive information or are adversarial, and because our work is the product of myriad judgments of our financial professionals and other staff operating under significant time and other pressures, we may not always perform to the standards expected by our clients.

In addition, we may face reputational damage from, among other things, litigation against us, actual or perceived conflicts of interest, our failure to protect confidential information and/or breaches of our cybersecurity protections or other inappropriate disclosure of confidential information, including inadvertent disclosures.

We face strong competition from other financial advisory firms, many of which have the ability to offer clients a wider range of products and services than those we can offer, which could cause us to lose engagements to competitors, fail to win advisory mandates and subject us to pricing pressures that could materially adversely affect our revenue and profitability.

The financial services industry is intensely competitive, highly fragmented and subject to rapid change 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 depth of client relationships, industry knowledge, transaction execution skills, our range of products and services, innovation, reputation and price.

In addition, in our business there are usually no long-term contracted sources of revenue.

Each revenue generating engagement typically is separately solicited, awarded and negotiated.

We have experienced intense competition in obtaining advisory mandates in recent years, including with respect to pricing, and we may experience further pricing pressures in our business in the future as some of our competitors may seek to obtain increased market share by reducing fees.

Our competitors include large financial institutions, many of which have far greater financial and other resources than we do and, unlike us, have the ability to offer a wider range of products, from loans, deposit taking and insurance to brokerage and trading, and employ more key professionals to serve their clients' needs and develop client relationships, which may enhance their competitive position.

They also regularly support investment banking, including financial advisory services, with commercial lending and other financial services and products we do not offer in an effort to gain market share, which puts us at a competitive disadvantage and could result in pricing pressures or loss of opportunities, which could materially adversely affect our revenue and profitability.

These larger and better capitalized competitors may also be better able to respond to changes in the financial services industry.

In addition, we may be at a competitive disadvantage with regard to certain of our competitors who are able to and often do, provide financing or market-making services that are often a crucial component of the types of transactions on which we advise.

In addition to our larger competitors, we also compete with a number of independent investment banks that offer independent advisory services.

There are relatively few barriers to entry impeding the launch of new financial advisory firms, including a relatively low cost of entering this business, and the success of new entrants into our lines of business, including major banks and other financial institutions, have resulted in increased competition.

As these independent firms or new entrants into the market seek to gain market share there could be pricing pressures, which would adversely affect our revenues and earnings.

If we are unable to compete successfully with our existing competitors or with any new competitors, we will not be able to implement our growth strategy, which ultimately could materially adversely affect our business, financial condition and results of operations.

Goodwill and other intangible assets represent a significant portion of our assets, and an impairment of these assets could have a material adverse effect on our business, financial condition and results of operation.

Goodwill and other intangible assets represent a significant portion of our assets, and totaled $66.7 million and $73.3 million as of December 31, 2021 and 2020, respectively.

Goodwill is the excess of the fair value of consideration transferred over the fair value of identifiable net assets, including other intangibles, acquired at the time of an acquisition.

We review goodwill and other intangible assets at least annually for impairment.

We may need to perform impairment tests more frequently if events occur or circumstances indicate that the carrying amount of these assets may not be recoverable.

These events or circumstances could include a significant change in the business climate, attrition of key personnel, a prolonged decline in our stock price and market capitalization, legal factors, or operating performance indicators, competition, sale or disposition of a significant portion of one of our businesses and other factors.

Annual impairment reviews of indefinite-lived intangible assets, any future impairment of goodwill or other intangible assets would result in a non-cash charge against earnings, which would adversely affect our results of operations.

The valuation of the reporting unit requires judgment in estimating future cash flows, discount rates and other factors.

In making these judgments, we evaluate the financial health of our reporting unit, including such factors as market performance, changes in our client base and projected growth rates.

Because these factors are ever changing, due to market and general business conditions, our goodwill and indefinite-lived intangible assets may be impaired in future periods.

We may be unable to execute on our growth initiatives, business strategies or operating plans.

We are executing on a number of growth initiatives, strategies and operating plans designed to enhance our business.

For example, we have expanded, and intend to continue to expand, our platform into various industry and product sectors, both organically and through acquisitions, and to expand our existing expertise into new geographies.

The anticipated benefits from these efforts are based on several assumptions that may prove to be inaccurate.

Moreover, we may not be able to successfully complete these growth initiatives, strategies and operating plans and realize all or any of the expected benefits, including growth targets and margin expansion, we expect to achieve or it may be more costly to do so than we anticipate.

A variety of factors could cause us not to realize some or all of the expected benefits.

These factors include, among others:

delays in the anticipated timing of activities related to such growth initiatives, strategies and operating plans;

difficulty in competing in certain industries, product areas and geographies in which we have less experience than others;

negative attention from any failed initiatives;

and increased or unexpected costs in implementing these efforts.

Moreover, our continued implementation of these programs may disrupt our operations and performance.

As a result, we may not realize the expected benefits from these plans.

If, for any reason, the benefits we realize are less than our estimates or the implementation of these growth initiatives, strategies and operating plans adversely affect our operations or cost more or take longer to effectuate than we expect, or if our assumptions prove inaccurate, we will not be able to implement our growth strategy, which ultimately could materially adversely affect our business, financial condition and results of operations.

Restrictions in the Credit Agreement (as defined below) governing our Revolving Credit Facility (as defined below) or the credit agreement governing any replacement credit facility may impair our ability to finance our future operations or capital needs or engage in other business activities that may be in our interests.

On December 11, 2018, Perella Weinberg Partners Group LP (“PWP Group”), a wholly owned subsidiary of PWP OpCo, entered into a revolving credit facility (the “Revolving Credit Facility”) with Cadence Bank, N.A.

(“Cadence Bank”) in order to pay in full the outstanding credit agreement with Cadence Bank, dated November 30, 2016 (as amended and restated on December 11, 2018, the “Credit Agreement”), through which the Company borrowed an aggregate of $50.0 million, plus outstanding interest, fees and expenses related thereto and provide for the future working capital needs and other general corporate purposes of PWP Group and its subsidiaries.

The Revolving Credit Facility, as amended in connection with the Closing, provides for a $50.0 million unsecured revolving credit facility that matures on July 1, 2025, and contains a number of significant covenants that, among other things, require PWP OpCo and certain of its subsidiaries (the “Loan Parties”) to maintain (on a consolidated basis) minimum liquidity levels, a minimum debt service coverage ratio and a maximum leverage ratio and restrict the ability of the Loan Parties to:

• incur liens;

• dispose of assets;

• incur additional indebtedness;

• make certain restricted payments;

• engage in business mergers or consolidations;

• engage in certain transactions with subsidiaries and affiliates.

These restrictions (and similar restrictions under any replacement credit facility) could impair our ability to finance our future operations or capital needs or engage in other business activities that may be in our interests.

The ability of the Loan Parties to comply with these financial ratios and covenants may be affected by events beyond our control.

A breach of the provisions of the Revolving Credit Facility (or any replacement credit facility) or the inability of any Loan Party to comply with the required financial ratios or covenants included therein could result in a default thereunder.

In the event of any such default, the administrative agent under the Revolving Credit Facility (or any replacement credit facility) could elect to:

• declare the commitments of all of the lenders under the Revolving Credit Facility (or any replacement credit facility) to be terminated;

• declare all outstanding debt, accrued interest and fees to be due and immediately payable.

Any such election could have a material adverse effect on our business, financial condition and results of operations, as well as our reputation, which could materially adversely affect our business in a number of ways, including as a result of a reluctance of some potential clients and counterparties to do business with us.

As a member of the financial services industry, we face substantial litigation risks.

Our business is subject to various U.S.

and international laws and regulations that could lead to enforcement actions, fines, civil or criminal penalties or the assertion of litigation claims and damages.

In addition, improper conduct by our employees, agents or other related parties could damage our reputation and/or lead to litigation or legal proceedings that could result in civil or criminal penalties, including substantial monetary fines.

In certain circumstances it may not be economical to defend against such matters and/or our legal strategy may not ultimately result in us prevailing in a matter.

Such events could lead to an adverse impact on our financial condition or results of operations.

Our role as advisor to our clients on important transactions involves complex analysis and the exercise of professional judgment, including rendering “fairness opinions” in connection with mergers and other transactions.

Our activities may subject us to the risk of significant legal liabilities to our clients and affected third parties, including shareholders of our clients who could bring securities class actions against us.

In recent years, the volume of claims and amount of damages claimed in litigation and regulatory proceedings against financial services companies have been increasing, including claims for aiding and abetting client misconduct.

Litigation alleging that we performed below our agreed standard of care or breached any other obligations to a client or other parties could expose us to significant legal liabilities, and, regardless of outcome, could be very costly, could distract our management and could damage our reputation.

For example, we are currently involved in litigation with certain former working limited partners whose tenure was terminated prior to November 1, 2020 (“Legacy Partners”) and a former employee regarding claims of breach of contract.

For further information, see “ Part I—Item 3.

Legal Proceedings ” included elsewhere in this Form 10-K.

Moreover, judicial scrutiny and criticism of investment banker performance and activities has increased, creating risk that our services in a litigated transaction could be criticized by a court.

These risks often may be difficult to assess or quantify and their existence and magnitude often remain unknown for substantial periods of time.

Our engagements typically include broad indemnities from our clients and provisions to limit our exposure to legal claims relating to our services, but these provisions may not protect us in all cases, including when we perform below our agreed standard of care or a client does not have the financial capacity to pay for its obligations under any such indemnity.

As a result, we may incur significant legal expenses in defending against or settling litigation.

In addition, we may not have, and may not in the future choose to obtain, insurance with respect to any or all potential claims and, if desirable, we may have to spend a significant amount to adequately insure against these potential claims, and such insurance coverage may not be available on commercial terms or at all.

Substantial legal liability or significant regulatory action against us or significant criticism by a court of our performance or activities could have material adverse financial effects or cause significant reputational harm to us, which could materially harm our business prospects, financial condition and results of operations.

Further, allegations by private litigants or regulators of our having engaged in improper conduct, whether true or false and regardless of whether the ultimate outcome is favorable or unfavorable to us, as well as negative publicity and press speculation about us, our competitors or our industry, whether or not valid, may harm our reputation, which may be more damaging to our business than to other types of businesses.

Our management had not previously managed our advisory business as a separate public company prior to the Business Combination.

The individuals who now constitute our management had not previously managed our advisory business as a separate publicly traded company prior to the Business Combination.

Compliance with public company requirements places significant additional demands on our management and requires us to enhance our investor relations, legal, financial reporting and corporate communications functions.

These additional efforts may strain our resources and divert management's attention from other business concerns, which could adversely affect our business and profitability.

In addition, on February 28, 2019, we consummated the PWP Separation, separating our advisory business from the rest of the business of PWP OpCo.

These two businesses have historically utilized common senior management and certain operational structures, including facilities and technology platforms as well as certain legal, compliance, human resources, finance, accounting, marketing and other support personnel and senior management oversight.

The process of separating these businesses, and of operating our advisory business on a stand-alone basis, may result in increased costs and inefficiencies and other impediments to the regular operations of our business, the occurrence of any of which could adversely affect our business and profitability.

Our business is subject to various cybersecurity and other operational risks.

We face various cybersecurity and other operational risks related to our business on a day-to-day basis.

We rely heavily on financial, accounting, communication and other information technology systems and the people who operate them.

These systems, including the systems of third parties on whom we rely, may fail to operate properly or become disabled as a result of tampering or a breach of our or such third parties' network security systems or otherwise, including for reasons beyond our control.

Our clients typically provide us with sensitive and confidential information.

We are dependent on information technology networks and systems to securely process, transmit and store such information and to communicate among our locations around the world and with our clients, alliance partners and vendors.

We may be subject to attempted security breaches and cyber-attacks and a successful breach could lead to shutdowns or disruptions of our systems or third-party systems on which we rely and potential unauthorized disclosure of sensitive or confidential information.

Breaches of our system or the third party network security systems on which we rely could involve attacks that are intended to obtain unauthorized access to our proprietary information, destroy data or disable, degrade or sabotage our systems, often through the introduction of computer viruses and the mounting of cyber-attacks and other means and could originate from a wide variety of sources, including employees, contractors, foreign governments and other unknown third parties outside the Company.

If our or the third-party systems on which we rely are compromised, do not operate properly or are disabled, we could suffer a disruption of our business, financial losses, liability to clients, regulatory sanctions and damage to our reputation.

In addition, our financial professionals and other employees are responsible for following proper measures to maintain the confidentiality of information we hold.

The increased use of mobile technologies can heighten these and other operational risks.

There can be no assurance that we or the third parties on whom we rely will be able to anticipate, detect or implement effective preventative measures against frequently changing cyber threats.

We operate a business that is highly dependent on information systems and technology.

Any failure to keep accurate books and records can render us liable to disciplinary action by governmental and self-regulatory authorities, as well as to claims by our clients.

We rely on third party service providers for certain aspects of our business.

Any interruption or deterioration in the performance of these third parties or failures of their information systems and technology could impair our operations, affect our reputation and adversely affect our business.

In addition, a disaster or other business continuity problem, such as a pandemic, other man made or natural disaster or disruption involving electronic communications or other services used by us or third parties with whom we conduct business, could lead us to experience operational challenges.

Our continued success will depend, in part, on the availability of our personnel and office facilities and the proper functioning of our computer, software, telecommunications, transaction processing and other related systems and operations, as well as those of third parties on whom we rely.

In particular, we depend on our headquarters in New York City, where a large number of our personnel are located, for the continued operation of our business.

A disaster or a disruption in the infrastructure that supports our businesses, a disruption involving electronic communications or other services used by us or third parties with whom we conduct business, or a disruption that directly affects our headquarters or other major offices in Houston or the U.K., could have a material adverse impact on our ability to continue to operate our business without interruption.

The incidence and severity of disasters or other business continuity problems are inherently unpredictable, and our inability to timely and successfully recover could materially disrupt our business and cause material financial loss, regulatory actions, reputational harm or legal liability.

We may not be able to generate sufficient cash to service any indebtedness.

Our ability to make scheduled payments on or to refinance any debt obligations, including borrowings under the Revolving Credit Facility or any replacement credit facility, depends on our financial condition and operating performance.

We cannot provide assurance that we will maintain a level of cash flows from operating activities sufficient to permit us to pay the principal of, and interest on, any existing or future indebtedness.

If our cash flows and capital resources are insufficient to fund any future debt service obligations, we may be forced to reduce or delay investments and capital expenditures, seek additional capital or restructure or refinance such indebtedness, and we may not be able to pursue any of these options on commercially reasonable terms or at all.

This could also result in us lowering or eliminating future undeclared dividend payments.

Any such transactions could also involve significant expense and management attention.

Our international operations are subject to certain risks, which may affect our revenue.

For the years ended December 31, 2021, 2020 and 2019, we earned approximately 17.7%, 25.4% and 16.3%, respectively, of our revenues from our international operations.

We intend to grow our non-U.S.

business, including growth into new regions with which we have less familiarity and experience, and this growth is important to our overall success.

Our international operations carry special financial and business risks, which could include the following:

• greater difficulties in managing and staffing foreign operations;

• language barriers and cultural differences, including the need to adopt different business practices in different geographic areas;

• fluctuations in foreign currency exchange rates that could adversely affect our results;

• unexpected, additional and/or costly changes in trading policies, regulatory requirements, tariffs and other barriers;

• restrictions on travel;

• longer transaction cycles;

• higher operating costs;

• local labor conditions and regulations;

• adverse consequences or restrictions on the repatriation of earnings;

• potentially adverse tax consequences, such as trapped foreign losses or profits;

• potentially less stable political and economic environments;

• terrorism, international hostilities, war and other civil disturbances or other catastrophic events that reduce business activity;

• different fee structures for our advisory services;

• difficulty collecting fees.

Further, as part of our day-to-day operations outside the United States, we are required to create compensation programs, employment policies, compliance policies and procedures and other administrative programs that comply with the laws of multiple countries.

We also must communicate and monitor standards and directives across our geographically dispersed operations.

Any payment of distributions, loans or advances to and from our subsidiaries could be subject to restrictions on or taxation of, dividends or repatriation of earnings under applicable local law, monetary transfer restrictions, foreign currency exchange regulations in the jurisdictions in which our subsidiaries operate or other restrictions imposed by current or future agreements, including debt instruments, to which our non-U.S.

subsidiaries may be a party.

Our business, financial condition and/or results of operations could be adversely impacted, possibly materially, if we are unable to successfully manage these and other risks of international operations.

If our international business increases relative to our total business, the materialization of these risks could have a more pronounced effect on our operating results or growth prospects.

Our growth strategy may involve opening or acquiring new offices and/or expanding, both domestically and internationally, and could involve hiring new Limited Partners and other senior professionals for these offices, which would require substantial investment by us and could materially adversely affect our operating results.

Our ability to grow our advisory business depends in part on our ability to open or acquire new offices, expand internationally and hire new Limited Partners and other senior professionals for these offices.

We may not be successful in any efforts to open new offices, expand internationally or hire new Limited Partners and other senior professionals for these offices.

The costs of opening a new office, expanding internationally and hiring the necessary personnel to staff any such office are substantial.

If we are not successful in these efforts, we may not be able to recover our investments or our substantial cost outlays, and new international operations may not achieve profitability.

To the extent that we pursue business opportunities in certain markets outside the United States, such as our business operations in the European Union (the “E.U.”), U.K., Canada, France and Germany, we will be subject to political, economic, legal, operational, regulatory and other risks that are inherent in operating in a foreign country, including risks of possible nationalization, expropriation, price controls, capital controls, exchange controls, inflation controls, licensing requirements and other restrictive governmental actions, as well as the outbreak of hostilities.

Depending upon the extent of our expansion, and whether it is done by recruiting new Limited Partners, strategic investment or acquisition, the incremental costs of our expansion may be funded from cash from operations, new share issuances or other financing alternatives.

There can be no assurance that we will be able to generate or obtain sufficient capital on acceptable terms to fund our expansion needs which would limit our future growth and could have a material adverse effect on our business, financial condition and results of operations.

We may enter into new lines of business which may result in additional risks and uncertainties in our business.

We currently generate substantially all of our revenue from advisory engagements.

However, we may grow our business by entering into new lines of business.

Moreover, we currently derive a small portion of revenue through equity research, underwriting and trading services conducted through TPH.

To the extent we enter into new lines of business or increase our focus on existing lines of business other than our advisory engagements, we will face numerous risks and uncertainties, including risks associated with actual or perceived conflicts of interest because we would no longer be limited to the advisory business, the possibility that we have insufficient expertise to engage in such activities profitably or without incurring inappropriate amounts of risk, the required investment of capital and other resources, diversion of management’s time and attention and the loss of clients due to the perception that we are no longer focusing on our business.

For instance, if we increasingly act as an underwriter in public offerings and other distributions of securities in order to support our advisory business, we may incur losses and be subject to reputational harm to the extent that, for any reason, we are unable to sell securities we purchased as an underwriter at the anticipated price levels.

In addition, if we act as an underwriter, we may also be subject to liability for material misstatements or omissions in prospectuses and other offering documents relating to offerings we underwrite.

In such cases, any indemnification provisions in the applicable underwriting agreement may not be available to us or may not be sufficient to protect us against losses arising from such liability.

For a discussion of the conflicts of interest risks that may be associated with an increased focus on our equity research business, see “ Risks Related to Our Business—Our failure to deal appropriately with actual, potential or perceived conflicts of interest could damage our reputation and materially adversely affect our business ” above.

In addition, PFAC is a SPAC that is related to us, and is sponsored by us, our partners, employees and other investors who have a relationship with us.

If PFAC, or any other SPAC that is related to us or is sponsored by us, our partners, employees and other investors, engages in poor business practices or experiences adverse results, we could suffer reputational harm that could adversely affect our revenue and our business prospects.

Furthermore, PWP's relationship to SPACs could lead to actual or perceived conflicts of interest with existing or potential clients of our advisory business, which could affect our ability to obtain certain client engagements and have an adverse effect on our business, financial condition and results of operations.

We may in the future also invest in companies, including our clients, or enter into new lines of business, including alongside our clients, employees, officers and directors.

To the extent that we enter into new business lines or we make such investments, we may cover costs and expenses, including with respect to broken deals.

In addition, there can be no assurances that such investments will be successful or that we will not lose the entire amount of our investment.

Further, entry into certain new lines of business may subject us to new laws and regulations with which we are not familiar, or from which we are currently exempt, and may lead to increased litigation and regulatory risk.

In addition, certain aspects of our cost structure, such as costs for compensation, occupancy, communication and information technology services, and depreciation and amortization will be largely fixed, and we may not be able to timely adjust these costs to match fluctuations in revenue related to our entering into new lines of business.

If a new business generates insufficient revenues or if we are unable to efficiently manage our expanded operations, our business, financial condition and our results of operations could be materially adversely affected.

Fluctuations in foreign currency exchange rates could adversely affect our results.

Because our financial statements are denominated in U.S.

dollars and we receive a portion of our net revenue in other currencies (including the Euro, pound sterling and Canadian dollars), we are exposed to fluctuations in foreign currencies.

During the years ended December 31, 2021 and 2020, 14.5% and 21.5%, respectively, of revenue was denominated in currencies other than the U.S.

In addition, we pay certain of our expenses in such currencies.

Fluctuations in foreign currency exchange rates can be unpredictable and may lead to losses in net cash.

An appreciation or depreciation of any of these currencies relative to the U.S.

dollar could result in an adverse or beneficial impact, respectively, to our financial results.

We have not entered into any transactions to hedge our exposure to these foreign exchange fluctuations through the use of derivative instruments or otherwise.

The exit by the U.K.

from the E.U.

could adversely impact our business, operations and financial condition.

We have a presence in the U.K.

and certain E.U.

countries, including France and Germany.

On January 31, 2020, the U.K.

withdrew from the E.U., commonly referred to as “Brexit.” The U.K.

remained in the E.U.'s customs union and single market for a transition period that expired on December 31, 2020.

agreed to a Trade and Cooperation Agreement on December 24, 2020 (the “TCA”), which was applied on a provisional basis from January 1, 2021 and entered into full force on May 1, 2021, following formal approval by the U.K.

While the TCA regulates a number of important areas, significant parts of the U.K.

economy are not addressed in detail by the TCA, including in particular the services sector, which represents the largest component of the U.K.'s economy.

A number of issues, particularly in relation to the financial services sector, remain to be resolved through further bilateral negotiations.

As a result, the new relationship between the U.K.

could in the short-term, and possibly for longer, cause disruptions to and create uncertainty in the economy, which could in turn result in reduced corporate transactional activity that would negatively impact our business.

In addition, there could be an adverse impact on the ability of our London office personnel to operate within the E.U.

A failure to agree a sustainable and practical financial services regulatory relationship between the U.K.

and the E.U., whether on the basis of equivalence, mutual recognition or otherwise, could harm our business, financial condition and results of operations.

A change in relevant income tax laws, regulations, or treaties, or an adverse interpretation of these items by tax authorities, could result in an audit adjustment or revaluation of our deferred tax assets that may cause our effective tax rate and tax liability to be higher than what is currently presented in the Consolidated Statements of Financial Condition.

As part of the process of preparing our consolidated statements of financial condition, we are required to estimate income taxes in each of the jurisdictions in which we operate.

Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities, and any valuation allowance recorded against our deferred tax assets.

This process requires us to estimate our actual current tax liability and to assess temporary differences resulting from differing book versus tax treatment.

Our effective tax rate and tax liability is based on the application of current income tax laws, regulations, and treaties.

These laws, regulations, and treaties are complex, and the manner in which they apply to our facts and circumstances is sometimes open to interpretation.

We believe our application of current laws, regulations, and treaties to be correct and sustainable upon examination by the tax authorities.

However, the tax authorities could challenge our interpretation resulting in additional tax liability or adjustment to our income tax provision that could increase our effective tax rate.

In addition, tax laws, regulations, or treaties enacted in the future may cause us to revalue our net deferred tax assets and have a material change to our effective tax rate.

The phasing out of LIBOR may adversely affect the value of our outstanding debt instruments.

National and international regulators and law enforcement agencies have conducted investigations into a number of rates or indices known as “reference rates.” Actions by such regulators and law enforcement agencies may result in changes to the manner in which certain reference rates are determined, their discontinuance, or the establishment of alternative reference rates.

In particular, in 2021, the FCA announced the future cessation or loss of representativeness of the U.S.

dollar LIBOR tenors.

At the end of 2021, the ICE Benchmark Administration, the administrator of LIBOR, ceased the publication of all settings of non-U.S.

dollar LIBOR and the one-week and two-month U.S.

dollar LIBOR settings, with the publication of the remaining U.S.

dollar LIBOR settings being discontinued after June 30, 2023.

It is unclear if LIBOR will cease to exist at that time or if new methods of calculating LIBOR will be established.

Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of, among other entities, large U.S.

financial institutions, has recommended replacing U.S.

dollar LIBOR with a new index that measures the cost of borrowing cash overnight, backed by U.S.

Treasury securities ("SOFR").

SOFR is observed and backward-looking, which stands in contrast with LIBOR under the current methodology, which is an estimated forward-looking rate and relies, to some degree, on the expert judgment of submitting panel members.

While we continue to monitor market developments to assess replacement rate options, the consequences of these developments, with respect to LIBOR cannot be entirely predicted and may result in the level of interest payments on the portion of our indebtedness that bears interest at variable rates to be affected, which may adversely impact the amount of our interest payments under such debt.

Uncertainty as to the nature of such developments may materially adversely affect the trading market for securities linked to related benchmarks.

Our ability to successfully operate our business will depend largely upon the efforts of certain key personnel, including the key personnel of PWP.

The loss of such key personnel could adversely affect the operations and profitability of our business.

Our ability to successfully operate our business will depend upon the efforts of certain key personnel, including key personnel of PWP.

The unexpected loss of key personnel may adversely affect our operations and profitability.

In addition, our future success depends in part on our ability to identify and retain key personnel to succeed senior management.

Furthermore, while we have closely scrutinized the skills, abilities and qualifications of the key personnel, our assessment may not prove to be correct.

If such personnel do not possess the skills, qualifications or abilities we expect or those necessary to manage a public company, the operations and profitability of our business may be negatively impacted.

The historical consolidated financial information for periods prior to the Business Combination on June 24, 2021 in our filings is not representative of the results we would have achieved as a stand-alone public company and may not permit you to predict our future results.

The historical consolidated financial information for periods prior to the Business Combination on June 24, 2021 in our filings does not reflect the financial condition, results of operations or cash flows that we would have achieved as a stand-alone public company during the periods presented or those we will achieve in the future as a result of (i) the expense allocations for certain support functions that are provided on a centralized basis within PWP OpCo prior to the PWP Separation, such as expenses for business technology, facilities, legal, finance, human resources and business development, which are reflected in PWP's historical consolidated financials and may be higher or lower than the comparable expenses that it would have actually incurred, or will incur in the future, as a stand-alone company and (ii) the added costs we expect to incur as a public company, including costs related to public company reporting, investor relations and compliance with the Sarbanes-Oxley Act.

As a result of these matters, among others, it may be difficult for investors to compare our future results to historical results or to evaluate our relative performance or trends in our business.

Risks Related to Regulation

Extensive and evolving regulation of our business and the business of our clients exposes us to the potential for significant penalties and fines due to compliance failures, increases our costs and may result in limitations on the manner in which our business is conducted.

As a participant in the financial services industry, we are subject to extensive regulation in the United States and internationally, including regulatory capital and other requirements imposed on our two SEC-registered broker-dealers, Perella Weinberg Partners LP and TPH Securities.

We are subject to regulatory restrictions and requirements imposed by applicable statutes, regulations and policies in the jurisdictions in which we operate.

government agencies and self-regulatory organizations, including FINRA and U.S.

state securities commissions, are empowered to enforce the regulatory restrictions and requirements applicable to us and conduct administrative proceedings that can result in censure, fine, the issuance of cease-and-desist orders or the suspension or expulsion of a broker-dealer from registration or membership.

See “ Part I—Item 1.

Business—Regulation .”

The statutes, regulations and policies to which we are subject may change at any time.

Extensive legislation and implementing regulation affecting the financial services industry continue to be adopted in regions that directly or indirectly affect our business, including the United States, the U.K., the E.U., Canada, France and Germany, and the manner in which those laws and related regulations are applied to our operations is still evolving.

For example, in the United States, several states and municipalities, including, but not limited to, California, Illinois, New York State and New York City have adopted “pay-to-play” rules, which, in addition to imposing registration and reporting requirements, limit our ability to charge fees in connection with certain engagements of our advisory business.

There are also examples of changes to legislation in non-U.S.

jurisdictions that directly or indirectly affect our business.

For instance, in the U.K.

and E.U., there are extensive changes to the prudential framework applicable to investment firms which are likely to impact the way in which we remunerate staff, including by imposing malus and clawback requirements on variable remuneration, that may impair our ability to attract and retain talent.

Any legislative or regulatory actions and any required changes to our business operations resulting from such legislation and regulations, as well as any deficiencies in our compliance with such legislation and regulation, could result in significant loss of revenue, limit our ability to pursue business opportunities in which we might otherwise consider engaging or otherwise adversely affect our businesses.

Our ability to conduct business and our operating results may also be adversely affected as a result of any new requirements imposed by, or changes in, the interpretation or enforcement of existing laws and rules by the SEC, FINRA, the FCA, the Canadian Securities Regulators, IIROC, the Autorité de contrôle prudentiel et de resolution (“ACPR”) or other U.S.

or foreign governmental regulatory authorities or self-regulatory organizations that regulate financial services firms or supervise financial markets.

In addition, some of our clients or prospective clients may adopt policies that exceed regulatory requirements and impose additional restrictions affecting their dealings with us.

Accordingly, we may incur significant costs, including compliance costs, to comply with U.S.

and international applicable statutory, regulatory and other requirements, and such expenses, including legal fees and fees paid to the SEC, FINRA, the FCA, the Canadian Securities Regulators, IIROC, ACPR and other U.S.

or foreign governmental regulatory authorities or self-regulatory organizations, have increased in recent years and may continue to increase.

For instance, in order to comply with such requirements, we maintain an internal team that works full-time to develop and implement regulatory compliance policies and procedures, monitor business activities to ensure compliance with such policies and procedures and reports to senior management.

This team also uses various software tracking and reporting systems and confers regularly with internal and outside legal counsel in the performance of its responsibilities.

The need to continuously adjust our operations to, and ensure compliance with, a changing regulatory environment may result in further increases in compliance and other operating costs, which may negatively affect our business.

In addition, new laws or regulations or changes in enforcement of existing laws or regulations applicable to our clients may adversely affect our business.

For example, changes in antitrust enforcement or the focus of the Committee for Foreign Investment in the United States could affect the level of M&A activity and changes in applicable regulations could restrict the activities of our clients and their need for the types of advisory services that we provide to them.

Failure to comply with applicable laws or regulations could result in sanctions being levied against us, including fines, penalties, judgments, disgorgement, restitution and censures, suspension or expulsion from a certain jurisdiction, self-regulatory organization or market or the revocation or limitation of licenses.

Failure to comply with applicable laws or regulations could also result in adverse publicity and reputational harm and could impair executive retention or recruitment.

In addition, any changes in the regulatory framework could impose additional expenses or capital requirements on us, result in limitations on the manner in which our business is conducted, have a material adverse impact upon our business and financial condition and require substantial attention by senior management.

In addition, our business is subject to periodic examination by various regulatory authorities, and we cannot predict the timing or the outcome of any such examinations.

The cost of compliance with international broker dealer, employment, labor, benefits and tax regulations may adversely affect our business and hamper our ability to expand internationally.

Since we operate our business both in the United States and internationally, we are subject to many distinct broker dealer, employment, labor, benefits and tax laws in each country in which we operate, including regulations affecting our employment practices and our relations with our employees and service providers.

In addition, the data privacy and security framework of the E.U., the GDPR, took effect on May 25, 2018.

As we engage in significant business in Europe, we are subject to the GDPR's requirements.

If we are required to comply with new regulations or new interpretations of existing regulations, or if we are unable to comply with these regulations or interpretations, our business could be adversely affected or the cost of compliance may make it difficult to expand into new international markets.

Additionally, our competitiveness in international markets may be adversely affected by regulations requiring, among other things, the awarding of contracts to local contractors, the employment of local citizens and/or the purchase of services from local businesses or favoring or requiring local ownership.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments, including in particular, reporting and other requirements under the Exchange Act.

Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly.

Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations.

In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could result in fines, injunctive relief or similar remedies which could be costly to us or limit our ability to operate.

Risks Related to our Organizational Structure

Our only material assets are our partnership interests in PWP OpCo and our equity interest in the general partner of PWP OpCo, PWP GP, and we are accordingly dependent upon distributions from PWP OpCo to pay dividends, taxes, make payments under the TRA (as defined below) and pay other expenses.

We are a holding company, and our only material assets are our partnership interests in PWP OpCo and our equity interest in PWP GP, the general partner of PWP OpCo.

We have no independent means of generating revenue.

We are accordingly dependent upon, and intend to cause PWP OpCo to make, distributions to our partners in an amount sufficient to cover all applicable taxes payable, other expenses, payments under the TRA, Professional Partners' indemnification claims with respect to the advisory business and dividends, if any, declared by us.

PWP OpCo is generally prohibited under Delaware law from making a distribution to a partner to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of PWP OpCo (with certain exceptions) exceed the fair value of its assets.

Furthermore, certain subsidiaries of PWP OpCo may be subject to similar legal limitations on their ability to make distributions to PWP OpCo.

Moreover, our regulated subsidiaries may be subject to regulatory capital requirements that limit the distributions that may be made by those subsidiaries.

Deterioration in the financial condition, earnings or cash flow of PWP OpCo and its subsidiaries for any reason could limit or impair its ability to pay such distributions.

PWP OpCo's ability to make distributions to us will be dependent on our subsidiaries' ability to pay dividends to it.

Certain of its subsidiaries are SEC-registered broker-dealers and subject to regulatory capital requirements, which may restrict their ability to make distributions unless specified levels of regulatory capital are maintained.

To the extent that we require funds and PWP OpCo is restricted from making such distributions under applicable law or regulation or under the terms of financing arrangements, or is otherwise unable to provide such funds, our liquidity and financial condition could be materially adversely affected.

See “Part I—Item 1.

Business—Regulation.”

We are required to pay our ILPs (as defined below) and/or Limited Partners for certain tax benefits we may claim as a result of the tax basis step-up we received in connection with the Business Combination and related transactions and that we may receive in connection with subsequent exchanges of PWP OpCo Class A partnership units for cash or our Class A common stock.

In certain circumstances, payments under the TRA (as defined herein) may be accelerated and/or significantly exceed the actual tax benefits we realize.

Our acquisition of PWP OpCo Class A partnership units in connection with the Business Combination or pursuant to future exchanges of PWP OpCo Class A partnership units for shares of our Class A common stock or cash, and certain other transactions, are expected to result in increases in the tax basis of the assets of PWP OpCo and other deductions that otherwise would not have been available to us.

Such increases in tax basis and other deductions are expected to reduce the amount of cash tax that we would otherwise have to pay in the future due to increases in depreciation and amortization deductions (for tax purposes).

These increases in tax basis may also decrease gain (or increase loss) on future dispositions of certain assets of PWP OpCo to the extent the increased tax basis is allocated to those assets.

The IRS may challenge all or part of these tax basis increases, and a court could sustain such a challenge.

At the Closing, we entered into a tax receivable agreement (the “TRA” or “Tax Receivable Agreement”) with PWP OpCo, Professional Partners and certain other persons party thereto.

The TRA generally provides for payment by us to Investor Limited Partners (the “ILPs” or “ILP”) and certain Partners (as defined therein) (the “TRA Parties” and individually, a “TRA Party”) of 85% of the cash tax savings, if any, in U.S.

federal, state, local and foreign income taxes and related interest realized (or deemed realized) in periods after the Closing as a result of (a) the Business Combination and related transactions, (b) exchanges of interests in PWP OpCo for cash or stock of the Company and certain other transactions and (c) payments made under the TRA.

We expect to retain the benefit of the remaining 15% of these cash tax savings.

While the actual increase in tax basis, as well as the amount and timing of any payments under the TRA, will vary depending upon a number of factors, including the timing of exchanges, the price of shares of our Class A common stock at the time of the exchange, the extent to which such exchanges are taxable, future tax rates and the amount and timing of our income, we expect that, as a result of the size of the increases in the tax basis of the tangible and intangible assets of PWP OpCo attributable to our prior and future acquisition of interests in PWP OpCo, during the expected term of the TRA, the payments that we may make under the TRA could be substantial.

The payment obligation under the TRA is our obligation and not an obligation of PWP OpCo.

In addition, although we are not aware of any issue that would cause the IRS to challenge a tax basis increase or other benefits, the relevant ILPs and/or Limited Partners will not reimburse us for any payments that may previously have been made under the TRA if such basis increases or other benefits are subsequently disallowed, although excess payments made to any ILP and/or Limited Partner may be netted against payments otherwise to be made, if any, to the relevant party after our determination of such excess.

As a result, in certain circumstances we could make payments to the relevant ILPs and/or Limited Partners under the TRA in excess of our cash tax savings.

Our ability to achieve benefits from any tax basis increase or other benefits, and the payments to be made under the TRA, will depend upon a number of factors, as discussed above, including the timing and amount of our future income.

The TRA also provides that, upon a merger, asset sale or other form of business combination or certain other changes of control, our (or our successor’s) obligations with respect to exchanged or acquired Class A partnership units (whether exchanged or acquired before or after such change of control) would be based on certain assumptions, including that we would have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits related to entering into the TRA, that certain loss carryforwards will be used within 15 years, and that any non-amortizable assets are deemed disposed of at the earlier of (i) when the relevant asset is sold or (ii) within 15 years.

Furthermore, upon a material breach of our obligations under the TRA that is not cured within the time period specified by the TRA or if, at any time, we elect an early termination of the TRA, we shall pay to each ILP and/or Limited Partner the present value, discounted at LIBOR (or a replacement agreed rate) plus 300 basis points as of such date, of all tax benefit payments due to such partner as of either the date of delivery of the early termination notice, in the case of an early termination, or as of the date of such breach, in the case of a material breach.

The calculation of payments in such circumstances would also be based on certain assumptions, including, in addition to those described above with respect to a change of control, that federal, state, local, and foreign income tax rates will remain the same as those specified for such taxable year by the Internal Revenue Code of 1986, as amended (the “Code”), and other laws on the date of such breach or the early termination payment, that any non-amortizable assets shall be deemed disposed of within 15 years of the earlier of the basis adjustment for such asset or the date of breach or delivery of the early termination notice, and that any PWP OpCo Class A partnership units that have not been exchanged will be deemed exchanged for the market value of our Class A common stock at the time of termination or material breach.

Consequently, it is possible, in the case of a change of control, early termination, or material breach, that the actual cash tax savings realized by us may be significantly less than the corresponding TRA payments.

PWP OpCo may make distributions of cash to us substantially in excess of the amounts we use to make distributions to our shareholders and to pay our expenses (including our taxes and payments under the TRA).

To the extent we do not distribute such excess cash as dividends on our Class A common stock, the holders of PWP OpCo Class A partnership units would benefit from any value attributable to such cash as a result of their ownership of our Class A common stock upon a redemption or exchange of their PWP OpCo Class A partnership units.

Under the amended and restated agreement of limited partnership of PWP OpCo (the “PWP OpCo LPA”), we have the right (through our control of PWP GP, the general partner of PWP OpCo), subject to applicable law, to determine when distributions will be made to the partners of PWP OpCo and the amount of any such distributions.

If we authorize a distribution, such distribution will be made to the partners of PWP OpCo pro rata in accordance with their respective ownership of partnership units.

In accordance with the PWP OpCo LPA, we intend to use best efforts to cause PWP OpCo to make sufficient cash distributions to the holders of partnership units of PWP OpCo to fund their tax obligations in respect of the income of PWP OpCo that is allocated to them.

If we accumulate cash received as distributions from PWP OpCo in excess of the amounts that we need to pay any cash dividends declared by our board of directors, taxes and other expenses (including payments under the TRA), neither our organizational documents nor the PWP OpCo LPA will require us to distribute such excess cash to our stockholders.

Our board of directors may, in its sole discretion, choose to use such excess cash for any purpose, including (i) to make additional distributions to the holders of our Class A common stock, (ii) to acquire additional newly-issued PWP OpCo Class A partnership units, and/or (iii) to repurchase outstanding shares of our Class A common stock.

Unless and until our board of directors chooses, in its sole discretion, to make a distribution to our stockholders, we will have no obligation to distribute such cash (or other available cash other than any declared dividend) to our stockholders.

No adjustments to the redemption or exchange ratio of PWP OpCo Class A partnership units for shares of our Class A common stock will be made as a result of either (i) any cash distribution by us or (ii) any cash that we retain and do not distribute to our shareholders, in each case, to the extent such cash was received pursuant to a pro rata distribution by PWP OpCo.

To the extent we do not distribute such cash as dividends on our Class A common stock or otherwise use such cash as described and instead, for example, hold such cash balances or lend them to PWP OpCo, this may result in shares of our Class A common stock increasing in value relative to the PWP OpCo Class A partnership units.

The holders of PWP OpCo Units may benefit from any value attributable to such cash balances or loans to PWP OpCo if they acquire shares of our Class A common stock in exchange for their Class A partnership units or if we acquire additional PWP OpCo Class A partnership units (whether from PWP OpCo or from holders of PWP OpCo Class A partnership units) at a price based on the market price of shares of our Class A common stock at the time.

If Perella Weinberg Partners were deemed an “investment company” under the Investment Company Act of 1940 as a result of its ownership of PWP OpCo, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

If Perella Weinberg Partners were to cease participation in the management of PWP OpCo, its interests in PWP OpCo could be deemed an “investment security” for purposes of the Investment Company Act of 1940 (the “1940 Act”).

Generally, a person is deemed to be an “investment company” if it owns investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S.

government securities and cash items), absent an applicable exemption.

Perella Weinberg Partners has nominal assets and has partnership interests in PWP OpCo and our equity interest in the general partner of PWP OpCo, PWP GP.

A determination that this interest was an investment security could result in Perella Weinberg Partners being an investment company under the 1940 Act and becoming subject to the registration and other requirements of the 1940 Act.

We intend to conduct our operations so that we will not be deemed an investment company.

However, if we were to be deemed an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and have a material adverse effect on our business and the price of our securities.

PWP OpCo and PWP Capital have entered into various arrangements, including a master separation agreement, which contain cross-indemnification obligations of us and PWP Capital.

The master separation agreement that we entered into with PWP Capital, which holds the former asset management business of PWP OpCo prior to the PWP Separation, provides, among other things, that PWP Capital generally will indemnify us for losses that we incur relating to, arising out of or resulting from the business of PWP Capital and any payments with respect to joint liabilities to the extent they exceed 81.304% of such joint liabilities.

In addition, we generally will indemnify PWP Capital for losses that PWP Capital incurs relating to our business and any payments with respect to joint liabilities to the extent they exceed 18.696% of such joint liabilities.

We may not be able to recover any or all of the amount of any indemnified losses from PWP Capital should it be financially unable to perform under its indemnification obligations.

In addition, we may be required to make substantial payments under our indemnity obligations to PWP Capital, which could materially adversely affect our results of operations and the price of our securities.

Our Restated Certificate of Incorporation could prevent us from benefiting from corporate opportunities that might have otherwise been available to us.

Our Restated Certificate of Incorporation, which is subject to the terms and provisions of the Stockholders Agreement (as defined below), contains provisions related to corporate opportunities that may be of interest to us and our subsidiaries and Perella Weinberg Partners LLC (“Professionals GP”) and Professional Partners and their respective subsidiaries.

It provides that Professional Partners and its subsidiaries, Professionals GP and its subsidiaries, FinTech Masala Advisors, LLC and FinTech Investor Holdings IV, LLC (together, the “Sponsor”) and any of their respective affiliates (excluding us or any of our subsidiaries) (collectively, the “PWP Partner Group”) and their respective affiliates will not have any duty (fiduciary or otherwise) to refrain from engaging, directly or indirectly, in the same or similar business activities or lines of business as us or any of our subsidiaries or PWP OpCo or any of its subsidiaries and in the event that the PWP Partner Group acquires knowledge of a potential transaction or matter which may be a corporate opportunity for us or any of our subsidiaries or PWP OpCo or any of its subsidiaries and the PWP Partner Group or any of their respective affiliates, none of us or any of our subsidiaries or PWP OpCo or any of its subsidiaries shall have any expectancy in such corporate opportunity and the PWP Partner Group shall not have any duty to communicate or offer such corporate opportunity to us or any of our subsidiaries or PWP OpCo or any of its subsidiaries and may pursue such corporate opportunities for themselves or direct such corporate opportunity to another person, including one of their affiliates, in each case, to the fullest extent permitted by law.

Furthermore, to the fullest extent permitted by law, in the event that any of our directors or officers or a director or officer of any or our subsidiaries, PWP OpCo or any of its subsidiaries who is also a partner, principal, director, officer, member, manager, employee, consultant, independent contractor and/or other service provider of any of the PWP Partner Group acquires knowledge of a potential transaction or matter which may be a corporate opportunity for us or any of our subsidiaries or PWP OpCo or any of its subsidiaries and the PWP Partner Group or any of their respective affiliates, none of us or any of our subsidiaries or PWP OpCo or any of its subsidiaries shall have any expectancy in such corporate opportunity unless such corporate opportunity has expressly been offered to such person in his or her capacity as our director or officer in which case such opportunity shall belong to us.

By becoming our stockholder, you will be deemed to have notice of and have consented to these provisions of our Restated Certificate of Incorporation.

If PWP OpCo were to become a publicly traded partnership taxable as a corporation for U.S.

federal income tax purposes, we and PWP OpCo could be subject to potentially significant tax inefficiencies, and we would not be able to recover payments previously made by us under the TRA even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.

We intend to operate such that PWP OpCo is treated as a partnership for U.S.

federal income tax purposes and does not become a publicly traded partnership taxable as a corporation.

A “publicly traded partnership” is a partnership the interests of which are traded on an established securities market or readily tradable on a secondary market or the substantial equivalent thereof.

Under certain circumstances, exchanges of PWP OpCo Class A partnership units pursuant to the PWP OpCo LPA or other transfers of PWP OpCo units could cause PWP OpCo to be treated as a corporation.

We intend to operate such that transfers of PWP OpCo units will not cause PWP OpCo to be treated as other than a partnership by providing for limitations on the ability of partners to exchange or otherwise transfer PWP OpCo units and providing our board of directors and the board of directors of PWP GP with certain rights to further limit exchanges or other transfers of PWP OpCo units as necessary to maintain the partnership status of PWP OpCo.

However, there can be no assurance that this treatment will be respected.

If PWP OpCo were to become a publicly traded partnership taxable as a corporation for U.S.

federal income tax purposes, significant tax inefficiencies could result for us and PWP OpCo, including as a result of our inability to file a consolidated U.S.

federal income tax return with PWP OpCo.

In addition, we may not be able to realize tax benefits covered under the TRA and would not be able to recover any of our previously made payments under the TRA, even if the corresponding tax benefits (including any claimed increase in the tax basis of PWP OpCo's assets) were subsequently determined to have been unavailable.

The use of certain of our licensed trademarks by PWP Capital and its subsidiaries may expose us to reputational harm that could adversely affect our business should they take actions that damage the brand name.

We have licensed to PWP Capital and its subsidiaries the use of certain trademarks owned by us and our subsidiaries for use in connection with its asset management business that were in use by the PWP Capital business prior to the PWP Separation.

As a result, there is a risk of reputational harm to us if PWP Capital and its subsidiaries use such trademarks and engage in poor business practices, experience adverse results or otherwise damage the reputational value of the “Perella Weinberg Partners” or “Tudor, Pickering, Holt & Co.” brand names.

These risks could impair our operations, affect our reputation and adversely affect our business.

Our voting control is concentrated among the holders of our Class B-1 common stock.

As a result, the market price of our securities may be materially adversely affected by such disparate voting rights.

Professional Partners beneficially owns all of the outstanding shares of our Class B-1 common stock, representing approximately 90.1% of our total voting power, ILPs beneficially own all of the outstanding shares of our Class B-2 common stock, representing approximately less than 0.4% of our total voting power, and holders of Class A common stock own shares of our Class A common stock, representing approximately 9.5% of our total voting power.

As long as Professional Partners beneficially owns a majority of our total voting power, it will have the ability, without the consent of the public holders of our Class A common stock, to elect all of the members of our board of directors and to control our management and affairs.

In addition, it will be able to determine the outcome of matters submitted to a vote of our stockholders for approval and will be able to cause or prevent a change of control of us.

The holders of our Class A common stock and Class B common stock have substantially identical rights, except that holders of Class A common stock and Class B-2 common stock are entitled to one vote per share, while holders of Class B-1 common stock are entitled to 10 votes per share on all matters to be voted on by stockholders in general.

This differential in the voting rights of our Class B-1 common stock could adversely affect the market price of our Class A common stock.

Professional Partners’ control over us may give rise to actual or perceived conflicts of interest with the Limited Partners who manage Professional Partners.

We are controlled by Professional Partners, which is ultimately managed by a committee of Limited Partners that manages Professionals GP, the general partner of Professional Partners.

The interests of the Limited Partners who manage Professional Partners may differ from those of our other stockholders.

For example, the Limited Partners who manage Professional Partners may have a different tax position from us, which could influence their decisions regarding whether and when we should dispose of assets or incur new or refinance existing indebtedness, especially in light of the TRA, and whether and when we should undergo certain changes of control within the meaning of the TRA or terminate the TRA.

In addition, the structuring of future transactions may take into consideration these tax or other considerations even where no similar benefit would accrue to us.

Professional Partners, which is ultimately managed by a committee of Limited Partners that manages Professionals GP, the general partner of Professional Partners, holds all outstanding shares of Class B-1 common stock and thereby control approximately 90.1% of the voting interest in us as of February 28, 2022.

The shares of Class B-1 common stock will entitle Professional Partners to (i) for so long as the condition that Professional Partners or its Limited Partners or its or their respective successors or assigns maintain, directly or indirectly, ownership of PWP OpCo Class A partnership units that represent at least ten percent (10%) of our issued and outstanding Class A common stock (calculated, without duplication, on the basis that all issued and outstanding PWP OpCo Class A partnership units not held by us or our subsidiaries had been exchanged for our Class A common stock) (the “Class B Condition”) is satisfied, 10 votes per share for each share held of record on all matters submitted to a vote of stockholders and (ii) after the Class B Condition ceases to be satisfied, one vote per share for each share held of record on all matters submitted to a vote of stockholders.

In addition, we are party to the Stockholders Agreement with Professional Partners, pursuant to which, for so long as the Class B Condition is satisfied, Professional Partners will have certain approval rights over certain transactions, including the right to designate a number of nominees to our board of directors equal to a majority thereof.

For so long as the Class B Condition is no longer satisfied and the condition that Professional Partners or its Limited Partners as of the date of Closing or its or their respective successors or assigns maintain, directly or indirectly, ownership of PWP OpCo Class A partnership units that represent at least five percent (5%) of our issued and outstanding Class A common stock (calculated, without duplication, on the basis that all issued and outstanding PWP OpCo Class A partnership units not held by us or our subsidiaries had been exchanged for our Class A common stock) (the “Secondary Class B Condition”) is satisfied, Professional Partners will have the right to designate a number of directors (rounded up to the nearest whole number) equal to one third of our board of directors.

As a result, because the Limited Partners who manage Professional Partners have a majority of the voting power in us through their control of Professional Partners, and our Restated Certificate of Incorporation does not provide for cumulative voting, they will have the ability to elect all of the members of our board of directors and thereby to control our management and affairs, including determinations with respect to acquisitions, dispositions, borrowings, issuances of our Class A common stock or other securities, and the declaration and payment of dividends.

The Limited Partners who manage Professional Partners are able to determine the outcome of all matters requiring stockholder approval and are able to cause or prevent a change of control of us or a change in the composition of our board of directors and could preclude any unsolicited acquisition of us.

The voting power of the Limited Partners who manage Professional Partners could deprive our stockholders of an opportunity to receive a premium for their Class A common stock as part of a sale of us and might ultimately affect the market price of our Class A common stock.

As a result of the control exercised by the Limited Partners who manage Professional Partners over us, none of our agreements with them have been negotiated on “arm’s length” terms.

We cannot assure you that we would not have received more favorable terms from an unaffiliated party.

Risks Related to Our Securities

We may be unable to satisfy Nasdaq listing requirements in the future and the Nasdaq may delist our securities from trading on its exchange, which could limit investors' ability to effect transactions in our securities and subject us to additional trading restrictions.

Our Class A common stock and warrants are listed on the Nasdaq, but there is no guarantee that these securities will remain listed on the Nasdaq.

Although we currently meet the minimum initial listing standards set forth in the Nasdaq listing standards, there can be no assurance that these securities will continue to be listed on the Nasdaq in the future.

In order to continue listing our securities on the Nasdaq, we must maintain certain financial, distribution and share price levels.

If we are delisted, there could be significant material adverse consequences, including:

• a limited availability of market quotations for our securities;

• a limited amount of news and analyst coverage for the combined company;

• a decreased ability to obtain capital or pursue acquisitions by issuing additional equity or convertible securities.

Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.

On April 12, 2021, the staff of the Securities and Exchange Commission issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by SPACs” (the “SEC Staff Statement”).

The SEC Staff Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination.

The terms described in the SEC Staff Statement are common in SPACs and are similar to the terms contained in the warrant agreement governing our warrants, which were initially issued by FTIV in connection with its initial public offering (“IPO”).

In response to the SEC Staff Statement, FTIV reevaluated the accounting treatment of the Public Warrants (as defined below) and Private Placement Warrants (as defined below), and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

As a result, included on the Company’s Consolidated Statements of Financial Condition as of December 31, 2021 included elsewhere in this Form 10-K are derivative liabilities related to embedded features contained within the warrants.

Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations.

As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly based on factors which are outside of our control.

Due to the recurring fair value measurement, we expect that we will recognize noncash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material.

If our performance does not meet market expectations, the price of our securities may decline.

In addition, fluctuations in the price of our Class A common stock could contribute to the loss of all or part of your investment.

The trading price of our Class A common stock could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control.

Any of the factors listed below could have a material adverse effect on your investment in our Class A common stock and our Class A common stock may trade at prices significantly below the price you paid for your shares.

Factors affecting the trading price of our common stock may include:

• actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

• changes in the market's expectations about our operating results;

• our operating results failing to meet market expectations in a particular period;

• changes in financial estimates and recommendations by securities analysts concerning us or the online automobile sales industry and market in general;

• operating and stock price performance of other companies that investors deem comparable to us;

• changes in laws and regulations affecting our business;

• commencement of, or involvement in, litigation involving us;

• changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;

• the volume of shares of our common stock available for public sale;

• any significant change in our board or management;

• sales of substantial amounts of common stock by our directors, executive officers or significant stockholders or the perception that such sales could occur;

• general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations, international hostilities and acts of war or terrorism.

Broad market and industry factors may depress the market price of our securities irrespective of our operating performance.

The stock market in general and Nasdaq have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected.

The trading prices and valuations of these stocks, and of our securities, may not be predictable.

A loss of investor confidence in our market or the stocks of other companies which investors perceive to be similar to us could depress our stock price regardless of our business, prospects, financial conditions or results of operations.

A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

At any time in the future, the Public Warrants may not be in the money, and they may expire worthless.

The exercise price for our warrants is $11.50 per share.

There can be no assurance that the Public Warrants will be in the money prior to their expiration and, as such, the warrants may expire worthless.

The terms of our warrants may be amended in a manner that may be adverse to the holders.

The warrant agreement with American Stock Transfer & Trust Company, LLC, as warrant agent provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding Public Warrants to make any change that adversely affects the interests of the registered holders.

Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding Public Warrants approve of such amendment.

Our ability to amend the terms of the warrants with the consent of at least 65% of the then outstanding Public Warrants is unlimited.

Examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of our common stock purchasable upon exercise of a warrant.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem outstanding warrants (excluding any placement warrants held by the Sponsor or their permitted transferees) at any time after they become exercisable and prior to their expiration, at $0.01 per warrant, provided that the last reported sales price (or the closing bid price of our common stock in the event the shares of our common stock are not traded on any specific trading day) of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and the like) on each of 20 trading days within the 30 trading-day period ending on the third business day prior to the date on which we send proper notice of such redemption, provided that on the date we give notice of redemption and during the entire period thereafter until the time we redeem the warrants, we have an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available.

If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of the outstanding warrants could force a warrant holder:

(i) to exercise its warrants and pay the exercise price therefore at a time when it may be disadvantageous for it to do so, (ii) to sell its warrants at the then-current market price when it might otherwise wish to hold its warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, will be substantially less than the market value of its warrants.

Warrants to purchase our Class A common stock are exercisable, which could increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

Outstanding warrants to purchase an aggregate of 7,869,975 shares of our Class A common stock became exercisable September 29, 2021, the one-year anniversary of the IPO in accordance with the terms of the warrant agreement governing those securities.

These warrants consist of 7,666,642 warrants originally included in the units issued in the IPO (“Public Warrants”) and 203,333 warrants included in the placement units (“Private Placement Warrants”).

Each warrant entitles its holder to purchase one share of our Class A common stock at an exercise price of $11.50 per share and will expire at 5:00 p.m., New York time, five years after the Closing or earlier upon redemption of our Class A common stock or our liquidation.

To the extent warrants are exercised, additional shares of our Class A common stock will be issued, which will result in dilution to our then existing stockholders and increase the number of shares eligible for resale in the public market.

Sales of substantial numbers of such shares in the public market could depress the market price of our securities.

Our stockholders may be diluted by the future issuance of common stock, preferred stock or securities convertible or exchangeable into common or preferred stock, in connection with exchanges of PWP OpCo Class A partnership units for shares of Class A common stock, our incentive plans, acquisitions, capital raises or otherwise.

As of February 28, 2022, we had 1,500,000,000 shares of Class A common stock authorized, of which 47,939,793 had been issued.

Our Restated Certificate of Incorporation authorizes us to issue these shares of common stock and options, rights, warrants and appreciation rights relating to common stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion, whether in connection with acquisitions or otherwise.

Subject to the exchange procedures and restrictions set forth in the PWP OpCo LPA, and any other procedures or restrictions imposed by us, holders of PWP OpCo Class A partnership units (other than Perella Weinberg Partners) may exchange these units for (i) shares of Class A common stock on a one-for-one basis (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications) or (ii) cash from an offering of shares of Class A common stock (based on the net proceeds received by us for such shares in such offering) with the form of consideration determined by us.

We have reserved approximately 46.3 million shares of Class A common stock for issuance from time to time in exchange for PWP OpCo Class A partnership units.

We may in the future cause PWP OpCo to issue additional PWP OpCo Class A partnership units that would also be exchangeable for shares of Class A common stock.

Simultaneously with an exchange by a PWP OpCo unitholder who holds shares of Class B common stock, a number of shares of Class B common stock held by such unitholder equal to the number of PWP OpCo Class A partnership units exchanged by such unitholder will be automatically converted into shares of Class A common stock or cash which will be delivered to the exchanging holder (at Perella Weinberg Partners' option) at a conversion rate of 1:1000 (or 0.001).

We have reserved approximately 46,320 shares of Class A common stock for issuance from time to time in respect of conversion of shares of Class B-1 or Class B-2 common stock into Class A common stock.

In the future, we expect to obtain financing or to further increase our capital resources by issuing additional shares of our capital stock or offering debt or other equity securities, including senior or subordinated notes, debt securities convertible into equity, or shares of preferred stock.

Issuing additional shares of our capital stock, other equity securities, or securities convertible into equity may dilute the economic and voting rights of our existing stockholders, reduce the market price of our securities, or both.

The amount of cash available per share including for payment of dividends in the future may also decrease.

Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion.

Preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our Class A common stock.

Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing, or nature of our future offerings.

As a result, holders of our Class A common stock bear the risk that our future offerings may reduce the market price of our securities and dilute their percentage ownership.

Our ability to meet expectations and projections in any research or reports published by securities or industry analysts, or a lack of coverage by securities or industry analysts, could result in a depressed market price and limited liquidity for our securities.

The trading market for our securities is influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors.

If we do not receive adequate coverage by securities or industry analysts, our stock price would likely be less than that which we would obtain if we had more coverage and the liquidity, or trading volume of our securities may be limited, making it more difficult for a stockholder to sell shares at an acceptable price or amount.

Analyst projections may vary widely and may not accurately predict the results we actually achieve.

Our share price may decline if our actual results do not match the projections of research analysts covering us.

Similarly, if one or more of the analysts who write reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, our share price could decline.

If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, our share price or trading volume could decline.

Future sales of our Class A common stock may reduce the market price of our Class A common stock.

In connection with the signing of the Business Combination Agreement, the Sponsor entered into the Sponsor Share Surrender and Share Restriction Agreement, which was amended on May 4, 2021.

Pursuant to the Sponsor Share Surrender and Share Restriction Agreement, as amended, the Founder Shares (as defined below) and Placement Shares (as defined below) owned by the Sponsor were subject to transfer restrictions for six months following the closing of the Business Combination and 80% of the Founder Shares held by the Sponsor continue to be subject to transfer restrictions based on certain closing share price thresholds of the Company's Class A common stock for 20 out of any 30 consecutive trading days.

On January 7, 2022, the Sponsor distributed 5,456,667 shares of Class A common stock (Founder Shares and Placement Shares) and 203,333 Private Placement Warrants to its members (the "Sponsor Distribution"), after which the Sponsor owns 1,000,000 shares of Class A common stock.

The 1,000,000 shares of Class A common stock retained by the Sponsor continue to be subject to transfer restrictions until the $15 Threshold (as defined herein) is met.

1,738,680 of the shares distributed in the Sponsor Distribution remain subject to transfer restrictions until either the $15 Threshold or the $17 Threshold (as defined herein), as applicable, is met.

We amended and restated the existing registration rights agreement with the Sponsor by entering into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”) with the RRA Parties with respect to the shares of our Class A common stock and certain other equity securities held by the RRA Parties.

On July 15, 2021, we filed with the SEC a registration statement (the “Shelf Registration Statement”) pursuant to Rule 415 under 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, which Shelf Registration Statement became effective on July 26, 2021.

In connection with our offering of 3,502,033 shares of Class A common stock, which closed on January 21, 2022 (the “January 2022 Offering”), the Sponsor and certain of its affiliated investors entered into lockup agreements covering 3,975,095 shares of Class A common stock and three Private Placement Warrants held by certain affiliates of the Sponsor, and such investors (including 2,067,274 shares subject to transfer restrictions until either the $15 Threshold or the $17 Threshold, as applicable, is met, pursuant to the Sponsor Share Surrender and Share Restriction Agreement described above) which expire 90 days after January 18, 2022, the date of the prospectus related to the January 2022 Offering.

Upon such expiration, the Sponsor and these affiliated investors may sell large amounts of our stock in the open market or in privately negotiated transactions.

The registration and availability of such a significant number of shares of Class A common stock for trading in the public market may increase the volatility in the price of our Class A common stock or put significant downward pressure on the price of our Class A common stock.

In addition, we may use shares of our Class A common stock as consideration for future acquisitions, which could further dilute our stockholders.

We may be subject to securities litigation, which is expensive and could divert management attention.

Our share price may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation.

We may be the target of this type of litigation in the future.

Litigation of this type could result in substantial costs and diversion of management's attention and resources, which could have a material adverse effect on business, financial condition, results of operations and prospects.

Any adverse determination in litigation could also subject us to significant liabilities.

Risks Related to Being a Public Company

We incur significant costs and obligations as a result of being a public company.

As a privately held company, PWP had not been required to comply with many corporate governance and financial reporting practices and policies required of a publicly traded company.

As a publicly traded company, we incur significant legal, accounting and other expenses that PWP was not required to incur in the past.

These expenses will increase once we are no longer an “emerging growth company” as defined under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

In addition, new and changing laws, regulations and standards relating to corporate governance and public disclosure for public companies, including Dodd-Frank Wall Street Reform and Consumer Protection Act, the Sarbanes-Oxley Act, regulations related thereto and the rules and regulations of the SEC and Nasdaq, have increased the costs and the time that must be devoted to compliance matters.

We expect these rules and regulations will increase our legal and financial costs and lead to a diversion of management time and attention from revenue-generating activities.

For as long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” We may remain an “emerging growth company” until December 31, 2025 or such earlier time that we have more than $1.07 billion in annual revenues, have more than $700.0 million in market value of our common stock held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period.

To the extent we choose not to use exemptions from various reporting requirements under the JOBS Act, or if we no longer can be classified as an “emerging growth company,” we expect that we will incur additional compliance costs, which will reduce our ability to operate profitably.

As an “emerging growth company,” we cannot be certain if the reduced disclosure requirements applicable to “emerging growth companies” will make our common stock less attractive to investors.

As an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including not being required to obtain an assessment of the effectiveness of our internal controls over financial reporting from our independent registered public accounting firm pursuant to 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 nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We will cease to be an emerging growth company upon the earliest of:

(i) the end of the fiscal year following the fifth anniversary of the closing of FTIV's IPO, (ii) the first fiscal year after our annual gross revenues are $1.07 billion or more, (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities or (iv) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards, which we have elected to do.

We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions.

If some investors find our common stock less attractive as a result, there may be a less active market for our common stock, our share price may be more volatile and the price at which our securities trade could be less than if we did not use these exemptions.

If we do not develop and implement all required accounting practices and policies, we may be unable to provide the financial information required of a United States publicly traded company in a timely and reliable manner.

Since PWP was a privately held company prior to the Business Combination, it was not required to adopt all of the financial reporting and disclosure procedures and controls required of a United States publicly traded company.

We expect that the implementation of all required accounting practices and policies and the hiring of additional financial staff will increase our operating costs and could require our management to devote significant time and resources to such implementation.

If we fail to develop and maintain effective internal controls and procedures and disclosure procedures and controls, we may be unable to provide financial information and required SEC reports that are timely and reliable.

Any such delays or deficiencies could harm us, including by limiting our ability to obtain financing, either in the public capital markets or from private sources and damaging our reputation, which in either case could impede our ability to implement our growth strategy.

In addition, any such delays or deficiencies could result in our failure to meet the requirements for continued listing of our securities on the Nasdaq.

We may not be able to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act, which could have a material adverse effect on our business.

As a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such internal controls.

As permitted by Section 215.02 of the SEC Division of Corporation Finance's Regulation S-K Compliance & Disclosure Interpretations, management is excluding its assessment of internal controls over financial reporting for the year ended December 31, 2021, which is the year the Business Combination was completed, and we do not expect to have to include such assessment until our annual report for the year ended December 31, 2022.

Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that are now applicable to us after the Business Combination or will be applicable to us in the future.

If we are not able to implement the additional requirements of Section 404 in a timely manner or with adequate compliance, we may not be able to assess whether our internal controls over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and lead to a decrease in the market price of our securities.

Prior to the Business Combination, FTIV identified a material weakness in its internal control over financial reporting related to the accounting for the warrants FTIV issued in connection with its initial public offering in September 2020.

As a result of this material weakness, FTIV's management concluded that its internal control over financial reporting was not effective as of December 31, 2020.

This material weakness of FTIV did not result in a material weakness of PWP and we identified no material weakness in our internal control over financial reporting as of December 31, 2021.

Any failure to maintain effective internal controls could adversely impact our ability to report our financial position and results from operations on a timely and accurate basis.

If our financial statements are not accurate, investors may not have a complete understanding of our operations.

Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities.

We may also be subject to litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims relating to our financial statements or any material weaknesses in our internal control over financial reporting.

In either case, there could result a material adverse effect on our business.

Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our securities.

We can give no assurance that material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls, or that any measures we take will be sufficient to remediate such material weaknesses.

In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

Pursuant to the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act for so long as we are an “emerging growth company.”

Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting, and generally requires in the same report a report by our independent registered public accounting firm on the effectiveness of our internal control over financial reporting.

However, under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until we are no longer an “emerging growth company.” We will be an “emerging growth company” until the earlier of (1) the last day of the fiscal year (a) following September 29, 2025, the fifth anniversary of our IPO, (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 common stock that is held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

Accordingly, until we cease being an “emerging growth company” stockholders will not have the benefit of an independent assessment of the effectiveness of our internal control environment.

Risks Related to Our Governance and Governance Documents

We are a “controlled company” within the meaning of the rules of Nasdaq and, as a result, qualify for, and rely on, exemptions from certain corporate governance requirements.

You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Professional Partners holds more than 50% of the voting power of our shares eligible to vote.

As a result, we are a “controlled company” under the rules of Nasdaq.

Under these rules, a company of which more than 50% of the voting power in the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that (i) a majority of the board of directors consist of independent directors and (ii) the board of directors have compensation and nominating and corporate governance committees composed entirely of independent directors.

We currently utilize these exemptions.

As a result, we do not have a majority of independent directors on our board of directors and do not have a nominating and governance committee.

Accordingly, although we may transition to a board with a majority of independent directors prior to the time we cease to be a “controlled company,” for such period of time you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements set by Nasdaq.

In the event that we cease to be a “controlled company” and our shares continue to be listed on Nasdaq, we will be required to comply with these provisions within the applicable transition periods.

These exemptions do not modify the independence requirements for our audit committee, and we intend to comply with the applicable requirements of the SEC and Nasdaq with respect to our audit committee.

The classification of our board of directors may have anti-takeover effects, including discouraging, delaying or preventing our change of control.

Our board of directors is currently divided into three classes of directors with staggered, three-year terms.

The presence of a classified board could have anti-takeover effects, including discouraging a third party from making a tender offer for our shares or attempting to obtain control of us, even when stockholders may consider such a takeover to be in their best interests.

It could also delay stockholders who disapprove of the performance of our board of directors from changing a majority of the composition of our board of directors through a single proxy contest.

Anti-takeover provisions in our charter documents and Delaware law, as well as the rules of FINRA, the FCA, the Alberta Commission, IIROC, ACPR and other U.S.

or foreign governmental regulatory authorities or self-regulatory organizations, could delay or prevent a change in control, limit the price investors may be willing to pay in the future for our Class A common stock and could entrench management.

Our Restated Certificate of Incorporation and Amended and Restated Bylaws may delay or prevent a merger or acquisition that a stockholder may consider favorable by permitting our board of directors to issue one or more series of preferred stock, requiring advance notice for stockholder proposals and nominations and placing limitations on convening stockholder meetings.

In addition, there will be no cumulative voting in the election of directors, and our Restated Certificate of Incorporation will provide that, subject to the rights, if any, of the holders of shares of preferred stock then outstanding, directors may be removed from office at any time, with or without cause, by the affirmative vote of at least two-thirds (2/3) of the voting power of the shares entitled to vote in connection with the election of our directors;

provided, that at any time the Class B Condition is satisfied, any or all of our directors may be removed from office at any time, with or without cause, by the affirmative vote of the holders of a majority of the voting power of the shares entitled to vote in connection with the election of our directors.

These provisions may also discourage acquisition proposals or delay or prevent a change in control, which could harm our stock price.

Further, our two U.S.

broker-dealer subsidiaries are members of FINRA and subject to FINRA's rules, which could impede or delay a change of control.

FINRA Rule 1017 generally provides that FINRA approval must be sought in connection with any transaction resulting in a single person or entity acquiring or controlling, directly or indirectly, twenty-five percent (25%) or more of a FINRA member firm's or its parent company's equity for the first time.

Similarly, our U.K.

subsidiary, PWP U.K., is regulated by the FCA and is, therefore, an FCA authorized person, acquisitions of interests in which are subject to change in control rules.

Prior FCA approval must be obtained for any transaction that would result in a single person or entity acquiring, directly or indirectly, 10% or more of PWP U.K.'s voting rights or share capital, including through ownership of the equity of any of its parent undertakings.

Our Restated Certificate of Incorporation provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder limitation matters, subject to limited exceptions, which could discourage stockholder lawsuits or limit our stockholders' ability to bring a claim in any judicial forum that they find favorable for disputes against our directors, officers, other employees or stockholders.

Our Restated Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for any stockholder to bring (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees or to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the Delaware General Corporation Law or our charter or bylaws, or (iv) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine, and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder's counsel, except (a) any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action arising under the federal securities laws, as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction, and (b) in the event that the Court of Chancery of the State of Delaware lacks jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware.

Notwithstanding the foregoing, the choice of forum provisions do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America shall be the sole and exclusive forum.

Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our Restated Certificate of Incorporation.

However, no such person or entity shall be deemed to have waived any right of action against us or our officers or directors pursuant to the federal securities laws.

If any action the subject matter of which is within the scope of the choice of forum provision is filed in a court other than a court located within the State of Delaware (a “foreign action”) in the name of any stockholder, such stockholder shall be deemed to have consented to:

(x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the choice of forum provision (an “enforcement action”), and (y) having service of process made upon such stockholder in any such enforcement action by service upon such stockholder's counsel in the foreign action as agent for such stockholder.

This choice of forum provision may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims.

Alternatively, if a court were to find the choice of forum provision contained in our Restated Certificate of Incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

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 1A. Risk Factors