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Item 9A. Controls and Procedures

2022-03-11 compared with 2021-03-15 · 923 added, 1830 removed, 26 unchanged (99% of the section changed)

Controls and Procedures

Evaluation of Disclosure Controls and

Disclosure controls are

procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under

the Exchange Act, such as this Annual Report, is recorded, processed, summarized, and reported within the time period specified

in the SEC’s rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information

is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate

to allow timely decisions regarding required disclosure.

Our management evaluated, with the participation of our chief executive

officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and

procedures as of December 31, 2020, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Certifying

Officers concluded that, as of December 31, 2020, our disclosure controls and procedures were effective.

We do not expect that

our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures,

no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure

controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are

resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all

disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we

have detected all our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also

is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will

succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal

Controls Over Financial Reporting

This Annual Report does

not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of

our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public

Changes in Internal Control Over Financial

There were no changes

in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act)

during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

This Item 9A includes information concerning the controls and controls evaluation referred to in the certifications of our Chief Executive Officer and Chief Financial Officer required by Rule 13a-14 of the Exchange Act included in this Annual Report on Form 10-K as Exhibits 31.1 and 31.2.

Management’s Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to management to allow timely decisions regarding required disclosures.

In connection with the preparation of this Annual Report on Form 10-K, our management, under the supervision and with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2021.

Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed in reports that we file or submit under the Exchange Act is accumulated and communicated to management, and made known to our principal executive officer and principle financial officer, on a timely basis to ensure that it is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Management's Annual Report on Internal Control Over Financial Reporting

Management is responsible for designing, implementing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Internal control over financial reporting, no matter how well designed, has inherent limitations.

Therefore, even those systems determined to be effective cam provide only reasonable assurance with respect to financial statement preparation and presentation.

Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time.

As discussed elsewhere in this report, we completed the Business Combination on June 24, 2021.

Prior to the Business Combination, PWP was a private company and therefore its controls were not required to be designed or maintained in accordance with Rules 13a-15 and 15d-15 under the Exchange Act.

The design and implementation of internal control over financial reporting for the Company post-Business Combination has required and will continue to require significant time and resources from management and other personnel.

Because of this, the design and ongoing development of our framework for implementation and evaluation of internal control over financial reporting is in its preliminary stages.

As a result, management was unable, without incurring unreasonable effort or expense to conduct an assessment of our internal control over financial reporting as of December 31, 2021.

Accordingly, we are excluding management's report on internal control over financial reporting pursuant to Section 215.02 of the SEC Division of Corporation Finance's Regulation S-K Compliance & Disclosure Interpretations.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the three months ended December 31, 2021 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

Directors and

Executive Officers

directors and executive officers are as follows:

Chairman of the Board

Chief Executive Officer

Douglas Listman

Chief Financial Officer

Brittain Ezzes

Madelyn Antoncic

Jan Rock Zubrow

Cohen is the son of Mrs.

has served as Chairman of our board of directors since May 2019.

Since June 2019, she has served as Chairman of the board

of directors of FinTech V, since June 2020, she has served as Chairman of the board of directors of FTAC Olympus, since November

2020, she has served as Chairman of the board of directors of FTAC Athena and FinTech VI, since January 2021, she has served as

Chairman of the board of directors of FTAC Hera, and since February 2021 she has served as a director of Metromile, Inc.

served as Chairman of FinTech III’s board of directors from March 2017 until October 2020, and as Chairman of

FinTech II’s board of directors from August 2016 until July 2018.

She served as a director of FinTech I and its

successor, Card Connect Corp., a provider of payment processing solutions to merchants, from November 2013 until May 2017,

and previously served as Chairman of the board of directors of FinTech I from July 2014 through July 2016 and as FinTech

I’s Chief Executive Officer from July 2014 through August 2014.

She served as Chief Executive Officer of Bancorp

and its wholly-owned subsidiary, Bancorp Bank, from September 2000 and Chairman of Bancorp Bank from November 2003,

and resigned from these positions upon her retirement in December 2014.

She served as the Chairman of the Board of Trustees

and as a trustee of RAIT Financial Trust, a real estate investment trust, from its founding in August 1997, through her resignation

as of December 31, 2010 and served as RAIT’s Chief Executive Officer from 1997 to 2006.

Cohen served as a

director of Hudson United Bancorp (a bank holding company), the successor to JeffBanks, Inc., from December 1999 until July 2000

and as the Chairman of the Jefferson Bank Division of Hudson United Bank (Hudson United Bancorp’s banking subsidiary) from

December 1999 through March 2000.

Before the merger of JeffBanks, Inc.

with Hudson United Bancorp in December 1999,

Cohen was Chairman and Chief Executive Officer of JeffBanks, Inc.

from its inception in 1981 and also served as Chairman

and Chief Executive Officer of each of its subsidiaries, Jefferson Bank, which she founded in 1974, and Jefferson Bank New Jersey,

which she founded in 1987.

From 1985 until 1993, Ms.

Cohen was a director of First Union Corp.

of Virginia (a bank holding

company) and its predecessor, Dominion Bancshares, Inc.

Cohen co-founded a commercial law firm and served

as a senior partner until 1984.

Cohen also served as a director of Aetna, Inc.

AET), an insurance company,

from 1994 until May 2018.

Our board has determined that Ms.

Cohen’s extensive experience in the financial services

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

services companies in a public company environment, qualifies her to serve as a member of our board of directors.

has served as our Chief Executive Officer since May 2019, as the Chief Executive Officer of FinTech V since October 2020,

as the Chief Executive Officer of FinTech VI since November 2020 and as the Chief Executive Officer and President of FTAC

Hera since January 2021.

Cohen has served as the Chairman of the Board of INSU III since October 2020, as the Chairman

of the Board of INSU IV since November 2020, as the Chairman of the Board of FTAC Parnassus since December 2020 and as Chairman

of the Board of FTAC Zeus since December 2020.

Previously, he served as the Chairman of the Board of INSU I from December 2018

to October 2020 and Chairman of the Board of INSU II from January 2019 to February 2021.

Since February 2018, Mr.

has served as the Chairman of the board of directors and of the board of managers of Cohen & Company, LLC, and has, since

September 2013, served as the President and Chief Executive of the European Business of Cohen & Company Inc.

COHN), a financial services company with approximately $2.65 billion in assets under management as of September 30,

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

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

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

served as Vice Chairman of the board of directors and of the board of managers of Cohen & Company, LLC from September 2013

to February 2018.

Cohen served as the Chief Executive Officer and Chief Investment Officer of Cohen & Company

Below is a list of our directors and their respective ages and a brief account of the business experience of each of them.

The information required by Item 10 regarding our executive officers appears as a supplementary item following Item 1B under Part I of this Annual Report on Form 10-K under the title “ Information About Our Executive Officers .”

Name Age Position

64 Chairman and Chief Executive Officer

80 Chairman Emeritus

70 Vice Chairman

Dietrich Becker

59 Co-President and Director

Andrew Bednar

54 Co-President and Director

Weinberg has served as our Chairman and Chief Executive Officer since the closing of the Business Combination.

Biographical information for Mr.

Weinberg is set forth above under “ Part I—Supplementary Item.

Information About Our Executive Officers ”.

Perella has served as our Chairman Emeritus since the closing of the Business Combination.

Perella is a Founding Partner of PWP and served as PWP's Chief Executive Officer from 2006 until 2014.

Perella has approximately 49 years of investment banking experience.

Prior to co-founding PWP in 2006, Mr.

Perella was a member of Morgan Stanley's Management Committee (from 1993 until 2005) and held several senior positions at the firm, including Vice Chairman, Chairman of Institutional Securities and Investment Banking, and Worldwide Head of the Investment Banking Division.

Perella co-founded Wasserstein Perella & Co., Inc.

and was Chairman of the Board until September 1993.

From 1972 to 1988, Mr.

Perella held senior positions at First Boston and was the founder of its Mergers & Acquisitions Group.

Perella received a Bachelor of Science in Business Administration from Lehigh University and a Master’s in Business Administration from Harvard Business School.

Steel has served as our Vice Chairman since the closing of the Business Combination.

Steel is a Partner of PWP and served as PWP's Chief Executive Officer from 2014 until February 28, 2019.

Steel has more than 40 years of experience.

Prior to joining PWP, he was New York City's Deputy Mayor for Economic Development from 2010 to 2013.

In 2008, he was named president and Chief Executive Officer of Wachovia Corporation, where he oversaw the sale of the bank to Wells Fargo & Co.

and served on the Wells Fargo board of directors until 2010.

Prior to that, Mr.

Steel was Under Secretary for Domestic Finance of the United States Treasury from 2006 to 2008.

From 1976 to 2004, he worked at Goldman Sachs, rising to Head of the Global Equities Division, Vice Chairman of the firm and a member of its Management Committee.

He earned a Bachelor of Arts from Duke University and a Master’s in Business Administration from the University of Chicago's Booth School of Business.

Dietrich Becker has served as our Co-President and a member of our board of directors since the closing of the Business Combination.

Biographical information for Mr.

Becker is set forth above under “ Part I—Supplementary Item.

Information About Our Executive Officers ”.

Andrew Bednar has served as our Co-President and a member of our board of directors since the closing of the Business Combination.

Biographical information for Mr.

Bednar is set forth above under “ Part I—Supplementary Item.

Information About Our Executive Officers ”.

Jorma Ollila has served as a member of our board of directors since the closing of the Business Combination.

Ollila is the Former Chairman and CEO of Nokia.

Ollila has more than 40 years of corporate experience.

Prior to joining PWP's board, from 1985 to 2012.

Ollila served in various senior positions at Nokia, and served on our Advisory Committee from 2015 until our Advisory Committee disbanded on March 1, 2019.

From 1999 to 2012, Mr.

Ollila was Chairman of Nokia.

Prior to that, Mr.

Ollila served as President and CEO from 1992 to 2012, and was previously President of Nokia Mobile Phones and Senior Vice President, Finance.

Ollila began his career at Citibank in 1978 and held various managerial positions within corporate banking in London and Helsinki.

Ollila was the Chairman of Royal Dutch Shell from 2006 to 2015.

Ollila earned a Master of Science in Political Science from the University of Helsinki, a Master of Science in Economics from London School of Economics and a Master of Science in Engineering Physics from Helsinki University of Technology.

Seidenberg has served as a member of our board of directors since the closing of the Business Combination.

Seidenberg serves on the board of directors of Madison Square Garden Sports, a leading publicly traded sports and entertainment company, and served on PWP's Advisory Committee from June 2012 until PWP's Advisory Committee disbanded on March 1, 2019.

Seidenberg retired as the Chairman of the board of directors of Verizon Communications Inc.

in December 2011 and previously served as its Chief Executive Officer from 2002 to 2011.

Prior to the creation of Verizon Communications Inc.

Seidenberg brings extensive executive leadership, technological and operational experience to the Board from his tenure at Verizon Communications Inc., one of the world's leading providers of communications services.

Through his extensive experience on the boards of public companies, Mr.

Seidenberg has developed an in-depth understanding of business and corporate governance.

Sherburne has served as a member of our board of directors since the closing of the Business Combination.

Sherburne is Principal of Sherburne PLLC.

Sherburne has over 30 years of legal experience, and served on PWP's Advisory Committee from 2015 until PWP's Advisory Committee disbanded on March 1, 2019.

Over the past 14 years, Ms.

Sherburne has served as General Counsel to several financial institutions, including BNY Mellon, Wachovia and Citi Global Consumer Group.

From July 2001 to December 2006, Ms.

Sherburne was Deputy General Counsel of Citigroup, Inc.

Until July 2001, Ms.

Sherburne was a litigation partner at the Washington DC law firm of Wilmer, Cutler & Pickering, having joined the firm in 1984.

Sherburne interrupted her private practice from 1994 to 1997, she served as Special Counsel to the President in the Clinton White House.

Sherburne serves as an independent director on the boards of HSBC USA, HSBC Bank USA, HSBC Finance Corporation and HSBC North America, all of which are indirect wholly-owned subsidiaries of HSBC Holdings plc, and on the board of Teledyne Technologies, Inc.

Sherburne is Chair of the Board of the National Women's Law Center, Chair of the Board of Negotiations Strategies Institute, a member of the Executive Committee of the Lawyers' Committee for Civil Rights Under Law, a member of the Committee for Economic Development, and a member of the American Law Institute.

Sherburne earned a Bachelor of Arts and Master of Social Work from the University of Minnesota and a Juris Doctor from Georgetown University Law Center.

Cohen has served as a member of our board of directors since the closing of the Business Combination.

Cohen served as FTIV's Chief Executive Officer from May 2019 until the closing of the Business Combination, Chief Executive Officer of FinTech III since March 2017, Chairman of the board of directors of FTIV from December 2018 until the closing of the Business Combination and as Chairman of the board of directors of FTIV II since January 2019.

Cohen served as a director and Chief Executive Officer of FinTech II from May 2015 until July 2018.

He previously served as a director of FinTech I from November 2013 until July 2016, as FinTech I's President and Chief Executive Officer from August 2014 until July 2016, and as FinTech I's Executive Vice President from July 2014 through August 2014.

Cohen has been the Chairman of Bancorp and Chairman of the Executive Committee of Bancorp's Board of Directors since its inception in 1999.

Cohen is Vice-Chairman of Bancorp Bank's Board of Directors and Chairman of its Executive Committee.

Cohen had previously been Chairman of Bancorp Bank's Board of Directors from September 2000 to November 2003 and, from July 2000 to September 2000, had been Bancorp Bank's Chief Executive Officer.

Cohen has served as the Chairman of the Board of Directors and of the Board of Managers of Cohen & Company, LLC, and has, since September 16, 2013, served as the President and Chief Executive of the European Business of Cohen and Company

COHN), a financial services company with approximately $2.63 billion in assets under management as of September 30, 2020, and as President, a director and the Chief Investment Officer of Cohen and Company Inc.'s indirect majority owned subsidiary, Cohen & Company Financial Limited (formerly known as EuroDekania Management Limited), a Financial Conduct Authority regulated investment advisor and broker dealer focusing on the European capital markets.

Cohen served as Vice Chairman of the Board of Directors and of the Board of Managers of Cohen & Company, LLC from September 16, 2013 to February 21, 2018.

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

from December 16, 2009 to September 16, 2013 and as the Chairman of the Board of Directors from October 6, 2006 to September 16, 2013.

Cohen served as the executive Chairman of Cohen & Company Inc.

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

from October 18, 2006 to December 16, 2009.

In addition, Mr.

Cohen served as the Chairman of the board of managers of Cohen & Company, LLC from 2001 to September 2013,

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

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

Cohen served as the Chairman

and Chief Executive Officer of J.V.B.

Financial Group, LLC (formerly C&Co/PrinceRidge Partners LLC), Cohen & Company

Inc.’s indirect broker dealer subsidiary (“JVB”), from July 2012 to September 2013.

He has been the

Chairman of The Bancorp Inc.

(“Bancorp”) (NASDAQ:

TBBK) and Chairman of the Executive Committee of Bancorp’s

board of directors since its inception in 1999.

Cohen is Vice-Chairman of Bancorp Bank’s board of directors

and Chairman of its Executive Committee.

He had previously been Chairman of Bancorp Bank’s board of directors from September 2000

to November 2003 and, from July 2000 to September 2000, had been Bancorp Bank’s Chief Executive Officer.

Cohen previously served as a director and Chief Executive Officer of FinTech II from May 2015 until July 2018

and as Chief Executive Officer of FinTech III from March 2017 to October 2020.

He previously served as a director of

FinTech I from November 2013 until July 2016, as FinTech I’s President and Chief Executive Officer from August 2014

until July 2016, and as FinTech I’s Executive Vice President from July 2014 through August 2014.

previously served as Chief Executive Officer of RAIT Financial Trust (“RAIT”) from December 2006, when it merged

with Taberna Realty Finance Trust (“Taberna”), to February 2009, and served as a trustee from the date RAIT acquired

Taberna until his resignation from that position in February 2010.

Cohen was Chairman of the board of trustees of

Taberna from its inception in March 2005 until its December 2006 acquisition by RAIT, and its Chief Executive Officer

from March 2005 to December 2006.

Cohen served as a director of Star Asia, a joint venture investing in Asian

commercial real estate, from February 2007 to February 2014 and as a director of Muni Funding Company of America, LLC,

a company investing in middle-market non-profit organizations, from April 2007 to June 2011.

is a member of the Academy of the University of Pennsylvania, a member of the Visiting Committees for the Humanities and a member

of the Paris Center of the University of Chicago.

Cohen is also a Trustee of the List College Board of the Jewish Theological

Seminary, a member of the board of the Columbia Global Center in Paris, a Trustee of the Paideia Institute and a Trustee of the

Arete Foundation.

III has served as our President since May 2019, as the President of FinTech V since June 2019 and as the President of

FinTech VI since November 2020.

Previously Mr.

McEntee served as our Chief Financial Officer from May 2019 to August 2020.

He also served as the President and Chief Financial Officer of FinTech III from March 2017 until October 2020, and as

President and Chief Financial Officer of FinTech II from May 2015 until July 2018.

He served as FinTech I’s Chief

Financial Officer and Chief Operating Officer from August 2014 to July 2016.

He has served as the Managing Principal

of StBWell, LLC, an owner and operator of real estate, since June 2010.

McEntee has been a director of both Bancorp

and its wholly-owned subsidiary Bancorp Bank since September 2000 and was a director of T-Rex Group, Inc., a provider

of risk analytics software for investors in renewable energy, from November 2014 to January 2018.

the Chief Executive Officer of Alesco Financial, Inc.

from the date of its incorporation in 2006 until its merger with Cohen &

Company in December 2009 and was the Chief Operating Officer of Cohen & Company from March 2003 until December 2009,

and was a managing director of COHN and was the Vice-Chairman and Co-Chief Operating Officer of JVB Financial through

October 2013.

McEntee was a principal in Harron Capital, L.P., a media and communications venture capital fund,

from 1999 to September 2002.

From 1990 through 1999, Mr.

McEntee was a stockholder at Lamb McErlane, PC, and from 2000

until 2004 was of counsel to Lamb McErlane.

McEntee was previously a director of Pegasus Communications Corporation,

a publicly held provider of communications and other services, and of several other private companies.

McEntee has served

since 2008 as a director of The Chester Fund, a nonprofit organization, and served as its Chairman from July 2012 to January 2018.

Douglas Listman

has been our Chief Financial Officer since August 2020, the Chief Financial Officer of FinTech V since October 2020, the

Chief Financial Officer of FinTech VI since November 2020, the Chief Financial Officer of FTAC Olympus since August 2020,

the Chief Financial Officer of FTAC Athena since December 2020, and the Chief Financial Officer of FTAC Hera since January 2021.

He has served as the Chief Accounting Officer of Cohen & Company Inc.

since December 2009 and Chief Accounting Officer

of Cohen & Company, LLC since 2006.

From 2004 to 2006, Mr.

Listman served as an associate for Resources

Global Professionals (a worldwide accounting services consulting firm).

From 1992 to 2003, Mr.

Listman served in various

accounting and finance positions including:

senior accountant with KPMG;

Assistant Corporate Controller of Integrated Health Services

(a publicly traded provider of skilled nursing services;

Controller of Integrated Living Communities (a publicly traded

provider of assisted living services;

Chief Financial Officer of Senior Lifestyles Corporation (a private owned

provider of assisted living services);

and Chief Financial Officer of Monarch Properties (a privately owned health care facility

real estate investment company).

Listman is a Certified Public Accountant and graduated from the University of Delaware

in accounting.

Independent Directors

Brittain Ezzes has

served as a director since May 2019, as a director of FinTech V since December 2020 and as a director of FTAC Hera since March

She previously served as a director of FinTech III from November 2018 until October 2020.

Since April 2020, Ms.

served as Executive Vice President and Portfolio Manager for Small Cap Value and Mid Cap Value funds at Mutual of America.

Ezzes served as a Portfolio Manager and Senior Research Analyst at Cramer Rosenthal McGlynn, an equity investment company,

where she was responsible for investing portfolios and recommending stocks for a variety of industries.

She served as the Co-Portfolio Manager

of the CRM Small/Mid Cap Value Strategy from 2014 to April 2020 and as Co-Portfolio Manager of the CRM Mid Cap Value Strategy

from 2016 to April 2020.

Ezzes joined Cramer Rosenthal McGlynn in 2010 as an investment analyst.

Ezzes began her career

in public equities in 2003 and previously worked at MissionPoint Capital and Iridian Asset Management.

From 1999 until 2003 she

worked in private equity at SG Capital Partners where she was a member of the investment team focused on leveraged buyouts, leveraged

recapitalizations and growth equity investments.

She started her career in 1998 as a Business Analyst with Price Waterhouse, LLP.

Ezzes holds a B.A.

in International Relations and Russian Studies from Brown University.

Our board has determined that Ms.

extensive experience in the financial services industry qualifies her to serve as a member of our board of directors.

Madelyn Antoncic,

has served as a director since May 2019.

She previously served as a director of FinTech III from November 2018

to October 2020.

Since December 2019, Dr.

Antoncic has served as CEO of Global Algorithmic Institute (Global-AI.org), an

For Good”

non-profit Think Tank within Global A.I.

Corp (GAI), a Big Data A.I.

start-up where she is Managing

Partner, providing quantitative research and data on Environmental, Social and Governance (ESG) and the UN Sustainable Development

Goals (SDGs) issues.

She is also Consultant and Senior Advisor to the United Nations Conference on Trade and Development (UNCTAD)

on Corporate Reporting for the SDGs.

From February 2019 until November 2019, Dr.

Antoncic served as the Chief Executive Officer

of the Sustainability Accounting Standards Board (SASB) Foundation, a not-for-profit sustainability standards setter.

2015 to October 2017, Dr.

Antoncic served as Executive Director and a member of the Operating Committee of Principal Global

Investors, a global asset management company.

Before that, from July 2011 to July 2015, Dr.

Antoncic served as Vice President

and Treasurer of the World Bank (WB), where, in addition to her financial responsibilities, she oversaw several technical assistance

and capacity building programs working with the World Bank’s 189-member countries.

She is known for her leadership in financial

innovation and implementation of national climate-related catastrophic risk mitigation structures to help countries mitigate and

transfer climate-related catastrophic risk to the markets, providing financial protection and resilience to countries.

also known for implementing a new World Bank Capital-at-Risk Note program and facility for hedging catastrophic and other non-market

as well as for the WB’s sustainable development related Green bond issuance program.

Antoncic began

her career in 1983 as an Economist at the Federal Reserve Bank of New York, followed by 12 years at Goldman Sachs, holding several

leadership roles including more than seven years trading structured mortgage products, two years as a Director at Barclays Capital,

and ten years at Lehman Brothers.

Antoncic is on the Board of Overseers of Weill Cornell Medicine and the Graduate School

of Medical Sciences of Cornell University;

and the Board of Directors of S&P Global Ratings.

She is a former member of the

Board of One-to-World supporting Fulbright students and scholars;

The World Bank Group Pension Finance Committee, Vice-Chairman;

the Public Sector Issuers Forum, Co-chair;

Barclay’s Capital Board and member of the Executive Committee of the Board;

the Board of Directors of the Girl Scout Council of Greater New York.

She is a recipient of numerous awards and is a frequent

speaker on sustainability, including speaking at the UN General Assembly SDG Business Forum Plenary and at UNCTAD-ISARs.

has published on climate-induced catastrophic risk, ESGs, SDGs, and other risk topics, and is a Member of the Editorial Board

of the peer-reviewed Journal of Risk Management in Financial Institutions.

She holds a Ph.D.

in economics with a minor

in finance from NYU Stern School, was an Alfred P.

Sloan Foundation Doctoral Fellow and has taught economics and finance at Stern’s

Graduate and Undergraduate Schools.

With leadership and management roles for more than 30 years in large, complex, global financial

institutions in both the private and public sector, and as a recognized industry leader and expert on sustainability and systemic

risk, our board believes that Dr.

Antoncic is well qualified to serve as a director.

served as a director since September 2020, as a director of FinTech V since December 2020.

Kohn is an independent

investor and entrepreneur focused primarily on real estate investments.

Previously, Ms.

Kohn was Vice President and Head

of Institutional Strategy at Charles Schwab from 2009 to 2012 and Senior Vice President of Strategic Initiatives at Wells Fargo

from 2007 to 2009.

Prior to that Ms.

Kohn served as Senior Principal at the Parthenon Group, a provider of strategy consulting,

where she directed consulting engagements and developed relationships with client executives at Fortune 500 companies, mid-tier companies

and start-up ventures.

Kohn began her career at the Boston Consulting Group, where she provided strategic consulting

services to executive management of Fortune 500 companies.

She holds an M.B.A.

in Finance from the Wharton School of Business,

in Industrial and Organizational Behavior from Rice University and a B.A.

in Psychology from Binghamton University.

board believes that Ms.

Kohn’s breadth and depth of experience as an investor and strategic planner make her well qualified

to serve as a director.

Jan Rock Zubrow has

served as a director since September 2020, as a director of FinTech V since December 2020 and as a director of FTAC Hera

since March 2021.

Rock Zubrow is a leader of non-profit organizations active in international development and education.

She has served as Chair of the Board of Women for Women International, an organization that provides vocational and life skills

to women in war-torn countries, since 2015.

In addition, Ms.

Rock Zubrow has served on the board of New Leaders, an

organization that trains educators to be transformational school leaders who can help bridge the achievement gap in the nation’s

inner-city schools, since 2013.

From 1998 to 2015, Ms.

Rock Zubrow was president of MedCapital, LLC, a venture capital

firm that she founded that invested in early stage healthcare companies.

Before starting MedCapital, Ms.

Rock Zubrow managed

significant consumer franchises at Johnson & Johnson, Tambrands, Inc.

and the Procter and Gamble Company.

Zubrow is a trustee emeritus of the Cornell University Board of Trustees and served as Chair of Cornell’s Executive Committee

from 2011-2018.

Additionally, she chaired the Presidential Search Committee for Cornell’s thirteenth and fourteenth presidents.

Previously, she served as Co-Chair of Cornell’s $6 billion capital campaign and the task-force which

led to the establishment of the Cornell Tech campus in New York City.

Rock Zubrow received a B.A.

in Economics from

Cornell University and a M.B.A.

from the Harvard Business School.

Our board has determined that Ms.

Rock Zubrow’s extensive

venture capital investing experience as well as her prior experience as a director qualifies her to serve as a member of our board

of directors.

Number and Terms of Office of Officers

and Directors

Our board of directors

is divided into two classes with only one class of directors being elected in each year and each class (except for those directors

appointed prior to our first annual meeting of stockholders) serving a two-year term.

The term of office of the Class I directors,

consisting of Betsy Z.

Cohen, Brittain Ezzes and Madelyn Antoncic, will expire at our annual meeting of stockholders in 2021.

The term of office of the Class II directors, consisting of Laura Kohn and Jan Zubrow, will expire at our annual meeting of stockholders

Collectively, through

their positions described above, our officers and directors have extensive experience in public companies and in the financial

services industry.

These individuals play a key role in identifying and evaluating prospective acquisition candidates, selecting

the target businesses, and structuring, negotiating and consummating their acquisition.

Our officers are appointed

by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.

provide that our officers may consist of one or more Chairmen of the Board, one or more Chief Executive Officers, a President,

a Chief Financial Officer, Vice Presidents, Secretary, Treasurer and such other offices as may be determined by the board of directors.

Delinquent Section

16(a) Reports

Section 16(a) of the

Exchange Act requires our executive officers and directors, and persons who own more than ten percent of any publicly traded class

of our equity securities, to file reports of ownership and changes in ownership of equity securities of the Company with the SEC.

Officers, directors, and greater-than-ten-percent stockholders are required by the SEC’s regulations to furnish the Company with

copies of all Section 16(a) forms that they file.

Based solely upon a review

of Forms 3 and Forms 4 furnished to the Company during the most recent fiscal year, and Forms 5 with respect to its most recent

fiscal year, we believe that all such forms required to be filed pursuant to Section 16(a) of the Exchange Act were timely filed

by the officers, directors, and security holders required to file the same during the fiscal year ended December 31, 2020, other

than one Form 3 filed by the manager of the sponsor, a 10% security holder.

Cohen served as the Chairman of the Board of Managers of Cohen & Company, LLC from 2001 to September 16, 2013, as the Chief Investment Officer of Cohen & Company, LLC from October 2008 to September 16, 2013, and as Chief Executive Officer of Cohen & Company, LLC from December 16, 2009 to September 16, 2013.

Cohen served as the Chairman and Chief Executive Officer of J.V.B.

Financial Group, LLC (formerly C&Co/PrinceRidge Partners LLC), Cohen and Company Inc.'s indirect broker dealer subsidiary, from July 19, 2012 to September 16, 2013.

Cohen previously served as Chief Executive Officer of RAIT from December 2006, when it merged with Taberna Realty Finance Trust, to February 2009, and served as a trustee from the date RAIT acquired Taberna until his resignation from that position in February 2010.

Cohen was Chairman of the Board of Trustees of Taberna Realty Finance Trust from its inception in March 2005 until its December 2006 acquisition by RAIT, and its Chief Executive Officer from March 2005 to December 2006.

Cohen served as a director of Star Asia, a joint venture investing in Asian commercial real estate, from February 2007 to February 2014 and as a director of Muni Funding Company of America, LLC, a company investing in middle-market non-profit organizations, from April 2007 to June 2011.

Cohen is a member of the Academy of the University of Pennsylvania, a member of the Visiting Committees for the Humanities and a member of the Paris Center of the University of Chicago.

Cohen is also a Trustee of the List College Board of the Jewish Theological Seminary, a member of the board of the Columbia Global Center in Paris, a Trustee of the Paideia Institute and a Trustee of the Arete Foundation.

Cohen earned a Bachelor of Arts from the University of Chicago.

Family Relationships

There are no family relationships among any of our executive officers or directors.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that is applicable to all of our employees, officers and directors, including our chief executive and senior financial officers.

The code of business conduct and ethics is available on our website at https://investors.pwpartners.com/.

We expect that any amendment to the code of business conduct and ethics, or any waivers of its requirements, will be disclosed on our website promptly following the date of such amendment or waiver.

Governance Documents

We believe that good corporate governance is important to ensure that the Company is managed for the long-term benefit of our stockholders.

Our board of directors will periodically review and reassess our Corporate Governance Guidelines and overall governance structure.

Complete copies of our current committee charters, our Corporate Governance Guidelines and our Code of Business Conduct and Ethics are available on our website at https://investors.pwpartners.com/.

Board Composition

Our Restated Certificate of Incorporation and Amended and Restated Bylaws provide that our board of directors will consist of not less than three directors nor more than 15 directors, with the exact number of directors to be fixed from time to time by a resolution of our board of directors.

Our board of directors currently consists of nine directors.

Our board of directors is divided into three classes of nearly equal size.

The initial terms of the Class I, Class II and Class III directors will expire at our 2022, 2023 and 2024 annual meetings of our stockholders, respectively, and in each case, when any successor has been duly elected and qualified or until their earlier resignation, removal or death.

Upon the expiration of each initial term, directors will subsequently serve three-year terms if renominated and reelected.

Our Class I directors include Mr.

Seidenberg and Mr.

Cohen, our Class II directors include Mr.

Steel and Mr.

Bednar, and our Class III directors include Mr.

Weinberg, Ms.

Sherburne and Mr.

Each of our executive officers serves at the discretion of our board of directors and holds office until his or her successor is duly appointed and qualified or until his or her earlier resignation or removal.

There are no family relationships among any of our directors or executive officers.

In connection with the closing of the Business Combination, we entered into the Stockholders Agreement with Professional Partners.

Under the Stockholders Agreement, for so long as the Class B Condition is satisfied, Professional Partners will have the right to designate a number of directors equal to the majority of our board of directors.

After the Class B Condition ceases to be satisfied, for so long as 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.

Professional Partners will retain the right to remove any director previously designated by it, for so long as the Class B Condition or the Secondary Class B Condition is satisfied.

See “Part III—Item 13.

Certain Relationships and Related Transactions, and Director Independence—Stockholders Agreement.”

Our Restated Certificate of Incorporation provides 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.

Any vacancy on the board of directors may be filled by a majority of the directors then in office.

We are “controlled” by the Limited Partners who manage Professional Partners, and as a result, are a “controlled company” under the rules of Nasdaq.

Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements (i) that a majority of our board of directors consist of independent directors, as independence is defined in Rule 10A-3 of the Exchange Act and under the listing standards, (ii) that our board of directors have a compensation and committee comprised solely of independent directors and (iii) that our board of directors either (A) have a nominations committee comprised solely of independent directors or (B) that independent directors constituting a majority of the board’s independent directors select or recommend director nominees in a vote in which only independent directors participate.

Board Committees

Our board of directors has the authority to appoint committees to perform certain management and administrative functions and has two standing committees, an audit committee and a compensation committee, each of which has the composition and the responsibilities described below.

Our board of directors may from time to time establish other committees.

Audit Committee

The rules of Nasdaq and

Section 10A of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors.

We have established an audit committee of the board of directors, which consists of Mses.

Ezzes, Kohn and Zubrow, all of whom

meet the independent director standard under Nasdaq’s listing standards and under Rule 10A-3(b)(1) of the Exchange Act.

Ezzes serves as Chairman of our audit committee.

The audit committee’s

duties, which are specified in our Audit Committee Charter, include, but are not limited to:

the appointment, compensation, retention, replacement, and oversight of the work of the

independent auditors and any other independent registered public accounting firm engaged by us;

pre-approving all audit and permitted non-audit services to be provided by the independent

auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

reviewing and discussing with the independent auditors all relationships the auditors have with

us in order to evaluate their continued independence;

setting clear hiring policies for employees or former employees of the independent auditors;

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report, at least annually, from the independent auditors describing

(i) the independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most

recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by

governmental or professional authorities within the preceding five years respecting one or more independent audits carried

out by the firm and any steps taken to deal with such issues;

reviewing and approving any related party transaction required to be disclosed pursuant

to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

reviewing with management, the independent auditors, and our legal advisors, as appropriate,

any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee

complaints or published reports that raise material issues regarding our financial statements or accounting policies and any

significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other

regulatory authorities.

Expert on Audit Committee

The audit committee will

at all times be composed exclusively of independent directors who are “financially literate”

as defined under Nasdaq’s

listing standards.

The Nasdaq listing standards define “financially literate”

as being able to read and understand

fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.

In addition, we must

certify to the NASDAQ Capital Market that the committee has, and will continue to have, at least one member who has past employment

experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background

that results in the individual’s financial sophistication.

We have determined that Ms.

Ezzes satisfies Nasdaq’s definition

of financial sophistication and also qualifies as an “audit committee financial expert,”

as defined under rules and

regulations of the SEC.

We have established a

compensation committee of the board of directors, which consists of Mses.

Ezzes and Antoncic, each of whom meets the independent

director standard under Nasdaq’s listing standards applicable to members of the compensation committee.

Antoncic serves

as Chairman of our compensation committee.

The compensation committee’s

duties, which are specified in our Compensation Committee Charter, include, but are not limited to:

reviewing and approving on an annual basis the corporate goals and objectives relevant to our

Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of

such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on

such evaluation;

reviewing and approving on an annual basis the compensation of all of our other officers;

reviewing on an annual basis our executive compensation policies and plans;

implementing and administering our incentive compensation equity-based remuneration plans;

assisting management in complying with our proxy statement and annual report disclosure requirements;

approving all special perquisites, special cash payments and other special compensation and benefit

arrangements for our officers and employees;

If required, producing a report on executive compensation to be included in our annual proxy

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing,

as indicated above, other than the payment to our sponsor or its affiliate of $20,000 per month, for up to 24 months, for

office space, utilities, and shared personnel support services, a customary advisory fee to an affiliate of our sponsor at the

closing of our initial business combination, in an amount that constitutes a market standard advisory fee for comparable transactions

and services provided, and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar

fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or

for any services they render in order to complete the consummation of a business combination.

Accordingly, it is likely that prior

to the consummation of an initial business combination, the compensation committee will only be responsible for the review and

recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation

consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of

the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel

or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required

by Nasdaq and the SEC.

Director Nominations

We do not have a standing

nominating committee.

In accordance with Rule 5605(e)(2) of the Nasdaq Rules, a majority of the independent directors may recommend

a director nominee for selection by the board of directors.

The board of directors believes that the independent directors can

satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing

nominating committee.

As there is no standing nominating committee, we do not have a nominating committee charter in place.

The board of directors

will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed

nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders).

Our stockholders that wish to nominate a director for election to our board of directors should follow the procedures set forth

in our bylaws.

We have not formally established

any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying

and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience,

knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests

of our stockholders.

Code of Conduct

have adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal

securities laws, a copy of which is attached as an exhibit to this Annual Report.

We intend to disclose any amendments to or waivers

of certain provisions of our code of conduct and ethics in a Current Report on Form 8-K.

We will make a printed copy of our code

of conduct and ethics available to any stockholder who so requests.

Requests for a printed copy may be directed to us as follows:

FinTech Acquisition Corp.

IV, 2929 Arch Street, Suite 1703, Philadelphia, PA 19104 Attention:

EXECUTIVE COMPENSATION.

Discussion and Analysis

of our officers or directors has received any cash compensation for services rendered.

No compensation of any kind, including

finder’s and consulting fees, will be paid to our sponsor, officers and directors, or any entity with which they are affiliated,

for services rendered prior to or in connection with the consummation of an initial business combination other than (i) repayment

of an aggregate of up to $500,000 in loans made to us by our sponsor, (ii) repayment of loans which may be made by our sponsor

or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended

initial business combination (provided that if we do not consummate an initial business combination, we may use working capital

held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment),

(iii) payments to our sponsor or its affiliate of a total of $20,000 per month for office space, utilities, and shared personnel

support services, (iv) at the closing of our initial business combination, a customary advisory fee to an affiliate of our sponsor,

in an amount that constitutes a market standard advisory fee for comparable transactions and services provided, and (v) to reimburse

for any out-of-pocket expenses related to identifying, investigation and completing an initial business combination.

audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or

their affiliates.

the consummation of our initial business combination, directors or members of our management team who remain in one of those capacities

may be paid director, consulting, management or other fees from the combined company with any and all amounts being fully disclosed

to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders

in connection with a proposed business combination.

It is unlikely the amount of such compensation will be known at the time,

as it will be up to the directors of the post-combination business to determine executive and director compensation.

compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either

by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board

of directors.

do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation

of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate

employment or consulting arrangements to remain with us after the initial business combination.

The existence or terms of any

such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target

business although we do not believe that the ability of our management to remain with us after the consummation of an initial

business combination will be a determining factor in our decision to proceed with any potential business combination.

party to any agreements with our officers and directors that provide for benefits upon termination of employment.

Compensation Committee Interlocks and

Insider Participation

No member of the compensation

committee serves or served during the fiscal year ended December 31, 2020, as a member of the board of directors or compensation

committee of a company that has one or more executive officers serving as a member of our Board or compensation committee.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

following table sets forth information regarding the beneficial ownership of our common stock as of March 1, 2021, by:

each person known by us to be the beneficial owner of more than 5% of our outstanding shares

of common stock;

each of our named executive officers and directors that beneficially owns shares of our common

all our executive officers and directors as a group.

The table below represents

beneficial ownership of Class A common stock, Class B common stock and Class A common stock and Class B common stock voting together

as a single class, and is reported in accordance with the beneficial ownership rules of the SEC under which a person is deemed

to be the beneficial owner of a security if that person has or shares voting power or investment power with respect to such security

or has the right to acquire such ownership within 60 days.

The table does not reflect record or beneficial ownership of any

outstanding warrants as no warrants are exercisable within 60 days.

The beneficial ownership

of the Company’s voting common stock is based on 23,610,000 shares of Class A common stock outstanding and 7,870,000

shares of Class B common stock outstanding, except as otherwise indicated.

Unless otherwise indicated,

we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock

beneficially owned by them.

Class A Common Stock

Class B Common Stock

Combined Voting Power (2)

Name and Address of Beneficial Owners

Directors and Executive Officers :

Douglas Listman

Brittain Ezzes (3)

Madelyn Antoncic (3)

Jan Rock Zubrow (3)

All directors and executive officers as a group (eight individuals)

5% or Greater

Beneficial Owners :

Nantahala Capital Management, LLC (4)

Samlyn Capital, LLC (5)

Integrated Core Strategies (US) LLC (6)

BlueCrest Capital Management Limited (7)

Adage Capital Partners, L.P.

FinTech Investor Holdings IV, LLC (9)(10)

FinTech Masala Advisors IV, LLC (9)(10)

Less than 1 percent.

Unless otherwise noted, the business address of each of the following individuals is c/o FinTech

Acquisition Corp.

IV, 2929 Arch Street, Suite 1703, Philadelphia, PA 19104.

Represents the percentage of voting power of our Class A common stock and Class B common stock

voting together as a single class.

This individual is a member of our sponsor, but does not have voting or investment power over

the shares held by our sponsor.

Based on information contained in a Schedule 13G filed on February 16, 2021, Nantahala Capital

Management, LLC (“Nantahala”) shares voting and investment power with Wilmot B.

Harkey and Daniel Mack.

may be deemed to be the beneficial owner of 1,200,000 shares held by funds and separately managed accounts under its control.

Harkey and Mack are the managing members of Nantahala.

The business address of each reporting person is 130 Main Street,

2 nd Floor, New Canaan, CT 06840.

Based on information contained in a Schedule 13G filed on February 8, 2021, Samlyn Capital, LLC

(“Capital”) shares voting and investment power with the following entities and persons:

Samlyn, LP (“LP”)

(2,913,419 shares);

Samlyn Offshore Master Fund, Ltd.

(“Master Fund”) (1,310,795 shares);

and Robert Pohly (2,913,419

The business address of Capital, LP and Mr.

Pohly is c/o Samlyn Capital, LLC, 500 Park Avenue, 2nd Floor, New York,

New York 10022.

The business address of Master Fund is c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue,

George Town, Grand Cayman, KY1-9007, Cayman Islands.

Based on o a Schedule 13G/A filed on February 4, 2021 on behalf of Integrated Core Strategies

(US) LLC, a Delaware limited liability company (“Integrated Core Strategies”), Riverview Group LLC, a Delaware

limited liability company (“Riverview Group”), ICS Opportunities, Ltd., an exempted company organized under the

laws of the Cayman Islands (“ICS Opportunities”), Millennium International Management LP, a Delaware limited partnership

(“Millennium International Management”), Millennium Management LLC, a Delaware limited liability company (“Millennium

Management”), Millennium Group Management LLC, a Delaware limited liability company (“Millennium Group Management”)

and Israel A.

As of the close of business on December 31, 2020, the reporting persons beneficially owned an aggregate

of 1,687,024 shares of the issuer’s Class A Common Stock.

Specifically, as of the close of business on December

(i) Integrated Core Strategies beneficially owned 791,734 shares of the issuer’s Class A Common Stock;

(ii) Riverview Group beneficially owned 775,000 shares of the issuer’s Class A Common Stock;

and (iii) ICS

Opportunities beneficially owned 120,290 shares of the issuer’s Class A Common Stock.

Millennium International

Management is the investment manager to ICS Opportunities and may be deemed to have shared voting control and investment discretion

over securities owned by ICS Opportunities.

Millennium Management is the general partner of the managing member of Integrated

Core Strategies and Riverview Group and may be deemed to have shared voting control and investment discretion over securities

owned by Integrated Core Strategies and Riverview Group.

Millennium Management is also the general partner of the 100% owner

of ICS Opportunities and may also be deemed to have shared voting control and investment discretion over securities owned

by ICS Opportunities.

Millennium Group Management is the managing member of Millennium Management and may also be deemed to

have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Riverview Group.

Millennium Group Management is also the general partner of Millennium International Management and may also be deemed to have

shared voting control and investment discretion over securities owned by ICS Opportunities.

The managing member of Millennium

Group Management is a trust of which Israel A.

Englander currently serves as the sole voting trustee.

Therefore, Mr.

may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies,

Riverview Group and ICS Opportunities.

The foregoing should not be construed in and of itself as an admission by Millennium

International Management, Millennium Management, Millennium Group Management or Mr.

Englander as to beneficial ownership

of the securities owned by Integrated Core Strategies, Riverview Group or ICS Opportunities, as the case may be.

address of each reporting person is c/o Millennium Management LLC, 666 Fifth Avenue, New York, New York 10103.

Based on information contained in a Schedule 13G filed on January 22, 2021, BlueCrest Capital

Management Limited (“BlueCrest”) shares voting and investment power with Michael Platt (1,500,000 shares).

serves as the investment manager to Millais Limited, a Cayman Islands exempted company, for which the shares are held.

serves as principal, director, and control person of BlueCrest.

The business address of each reporting person is Ground Floor,

Harbour Reach, La Rue de Carteret, St Helier, Jersey, Channel Islands, JE2 4 HR.

Based on information contained in a Schedule 13G filed on January 19, 2021 on behalf of

Adage Capital Partners, L.P., a Delaware limited partnership (“ACP”), Adage Capital Partners GP, L.L.C., a Delaware

limited liability company (“ACPGP”), Adage Capital Advisors, L.L.C., a Delaware limited liability company (“AC

Advisors”), Robert Atchinson and Phillip Gross, ACP has the power to dispose of and the power to vote the shares of

Class A common stock beneficially owned by it, which power may be exercised by its general partner, ACPGP.

as managing member of ACPGP, directs ACPGP’s operations.

Neither ACPGP nor AC Advisors directly own any shares of Class A

common stock.

By reason of the provisions of Rule 13d-3 of the Exchange Act, ACPGP and AC Advisors may be deemed

to beneficially own the shares owned by ACP.

Atchinson and Gross, as managing members of AC Advisors, have shared

power to vote the shares of Class A common stock beneficially owned by ACP.

Atchinson nor Mr.

directly own any shares of Class A common stock.

By reason of the provisions of Rule 13d-3 of the Exchange

Act, each may be deemed to beneficially own the shares beneficially owned by ACP.

The business address of each reporting person

is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.

FinTech Investor Holdings IV, LLC (“Holdings”) is the direct beneficial owner of

610,000 shares of our Class A common stock and 2,540,000 shares of our Class B common stock.

FinTech Masala Advisors IV, LLC

(“Masala Advisors”

and together with Holdings, the “Sponsors”) is the direct beneficial owner of 5,330,000

shares of our Class B common stock.

The shares of Class B common stock held by the Sponsors will automatically convert into

shares of Class A common stock at the time of our initial business combination on a one-for-one basis, subject to certain

adjustments described in our charter documents.

Certain of our officers and directors are members of the Sponsors, but none

has any voting or investment power over the shares held by the Sponsors.

Each such entity or person disclaims any beneficial

ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Cohen Sponsor Interests IV, LLC is the manager of each of the Sponsors.

FinTech Masala,

LLC is the sole member of Cohen Sponsor Interests IV, LLC.

FinTech Masala Holdings, LLC is the sole member of FinTech

FinTech Masala Holdings, LLC is in turn managed by its members, none of which is deemed a beneficial owner

of our securities held by FinTech Masala Holdings, LLC based on the so-called “rule of three.”

of the foregoing, each of Cohen Sponsor Interests IV, LLC, FinTech Masala, LLC and FinTech Masala Holdings, LLC shares voting

and investment power over the shares of our common stock held directly by the Sponsors.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Related Party

have adopted a code of conduct and ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines

or resolutions approved by our board of directors (or the appropriate committee of the board) or as disclosed in our public filings

with the SEC.

Under our code of conduct and ethics, conflict of interest situations include any financial transaction, arrangement

or relationship (including any indebtedness or guarantee of indebtedness) involving the Company.

addition, our audit committee, pursuant to the Audit Committee Charter, is responsible for reviewing and approving related party

transactions to the extent that we enter into such transactions.

An affirmative vote of a majority of the members of the audit

committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction.

A majority of the members of the entire audit committee will constitute a quorum.

Without a meeting, the unanimous written

consent of all of the members of the audit committee is required to approve a related party transaction.

We also require

each of our directors and officers to complete a directors’

and officers’

questionnaire that elicits information about

related party transactions.

These procedures are intended to determine whether any such related party transaction impairs

the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

Our audit committee

reviews on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates.

Founder shares

In November 2018, FinTech

Investor Holdings IV, LLC purchased 7,382,500 founder shares for an aggregate purchase price of $25,000.

We effected a 1.3333333-for-1 forward

stock split in June 2019.

On August 10, 2020, 1,973,333 founders shares were contributed back to capital.

our initial holders hold 7,870,000 founder shares.

The number of founder shares was determined based on the expectation that the

founder shares would represent 25% of the aggregate of our founder shares, the placement shares and our issued and outstanding

public shares after the initial public offering.

The founder shares represent 100% of our issued and outstanding shares of Class

B common stock.

The initial holders have

agreed not to transfer, assign or sell any of their founder shares (except to permitted transferees), (a) with respect to 25%

of such shares, until consummation of our initial business combination, (b) with respect to 25% of such shares, when the closing

price of our Class A common stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation

of our initial business combination, (c) with respect to 25% of such shares, when the closing price of our Class A common stock

exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of our initial business

combination, and (d) with respect to 25% of such shares, when the closing price of our Class A common stock exceeds $17.00 for

any 20 trading days within a 30-trading day period following the consummation of our initial business combination or earlier,

in any case, if, following a business combination, we complete a liquidation, merger, capital stock exchange, reorganization or

other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for

cash, securities or other property.

Private Placement

Simultaneously with the

initial public offering, FinTech Investor Holdings IV, LLC purchased an aggregate of 610,000 placement units at a price of $10.00

per unit (or an aggregate purchase price of $6,100,000).

Each placement unit consists of one placement share and one-third of

one placement warrant to purchase one share of our Class A common stock exercisable at $11.50.

The proceeds from the placement

units and the proceeds from the initial public offering (initially totaling $230,000,000) are held in the trust account.

will be no redemption rights or liquidating distributions from the trust account with respect to the placement shares or placement

The placement warrants

are identical to the warrants included in the units sold in the initial public offering, except that if held by our sponsor or

its permitted transferees, they (a) may be exercised for cash or on a cashless basis, (b) are not subject to being called for

redemption and (c) they (including our common stock issuable upon exercise of these warrants) may not, subject to certain limited

exceptions, be transferred, assigned or sold by the holders until 30 days after the consummation of our initial business combination.

There are no redemption rights or liquidating distributions with respect to the founder shares, placement shares or placement

warrants, which will expire worthless if we do not complete an initial business combination.

Promissory Note —

Related Party

Prior to the closing

of the initial public offering, FinTech Investor Holdings IV, LLC loaned us $90,869 for expenses related to our formation and

the initial public offering.

The loan was non-interest bearing, unsecured and due on the earlier of December 31, 2020 or the closing

of the initial public offering.

The loan was repaid upon the closing of the initial public offering on September 29, 2020.

Related Party Loans

In order to finance transaction

costs in connection with an intended initial business combination, our sponsor, an affiliate of our sponsor or certain of our

officers and directors may, but are not obligated to, loan us funds as may be required.

The loans will be interest free.

consummate an initial business combination, we would repay such loaned amounts.

If we do not consummate an initial business combination,

we may use a portion of any working capital held outside the trust account to repay such loaned amounts;

however, no proceeds

from the trust account may be used for such repayment.

If such funds are insufficient to repay the loan amounts, the unpaid amounts

would be forgiven.

Up to $1,500,000 of such loans may be converted into units at a price of $10.00 per unit at the option of the

lender at the time of the business combination.

The units would be identical to the placement units.

The terms of such loans,

if any, have not been determined and no written agreements exist with respect to such loans.

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.

There were no working capital

loans outstanding as of December 31, 2020.

Registration Rights

Pursuant to a registration

rights agreement entered into on September 24, 2020, the holders of the founder shares, placement units (including securities

contained therein) and units that may be issued upon conversion of working capital loans (and any shares of Class A common stock

issuable upon the exercise of the placement warrants and warrants included in the units that may be issued upon conversion of

working capital loans and upon conversion of the founder shares) made by our sponsor, an affiliate of our sponsor or certain of

our officers and directors, if any, are entitled to registration rights to require us to register a sale of any of our securities

held by them (in the case of the founder shares, only after conversion to our Class A common stock).

The holders of the majority

of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities.

In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed

subsequent to the completion of our initial business combination and rights to require us to register for resale such securities

pursuant to Rule 415 under the Securities Act.

We will bear the expenses incurred in connection with the filing of any such registration

Administrative Services

Commencing on September

25, 2020, we pay an amount equal to $20,000 per month to our sponsor or its affiliate for office space, utilities, and shared

personnel support services provided to us.

Trust Account

Indemnification

FinTech Investor Holdings

IV, LLC has agreed that, if the trust account is liquidated without the consummation of a business combination, it will indemnify

us to the extent any claims by a third party for services rendered or products sold to us, or any claims by 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 $10.00 per public share, except for any claims by any third party who executed a waiver of any and all rights to seek access

to the trust account, regardless of whether such waiver is enforceable, and except for claims arising from our obligation to indemnify

the underwriters of the initial public offering pursuant to the underwriting agreement.

We have not independently verified whether

FinTech Investor Holdings IV, LLC has sufficient funds to satisfy its indemnity obligations, we have not asked FinTech Investor

Holdings IV, LLC to reserve for such obligations and it may not be able to satisfy those obligations.

We believe the likelihood

of FinTech Investor Holdings IV, LLC having to indemnify the trust account is limited because we endeavor to have all third parties

that provide products or services to us and prospective target businesses execute agreements with us waiving any right, title,

interest or claim of any kind in or to monies held in the trust account.

general, officers and directors of a Delaware corporation are required to present business opportunities to the corporation if:

the corporation could financially undertake the opportunity;

the opportunity is within the corporation’s line of business;

it would not be fair to the corporation and its stockholders for the opportunity not to be brought

to the attention of the corporation.

amended and restated certificate of incorporation provides, however, that the doctrine of corporate opportunity, or any other

analogous doctrine, does not apply to us or any of our officers or directors or in circumstances that would conflict with any

current or future fiduciary duties or contractual obligations.

if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business

of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present the

opportunity to such entity prior to presenting the opportunity to us or, if he or she is subject to a non-compete obligation that

includes business opportunities, he or she may be prohibited from referring such opportunity to us.

Below is a table summarizing

the companies to which our officers and directors owe fiduciary obligations that could conflict with their fiduciary obligations

to us, all of which may have to (i) be presented appropriate potential target businesses by our officers or directors, and (ii)

reject the opportunity to acquire such potential target business, before the opportunity may be presented to us:

FTAC Olympus Acquisition Corp.

FTAC Athena Acquisition Corp.

FTAC Hera Acquisition Corp.

FinTech Acquisition Corp.

Metromile, Inc.

The Bancorp, Inc.

Cohen & Company Inc.

Financial Group, LLC

Insurance Acquisition Corp.

FinTech Acquisition Corp.

FTAC Hera Acquisition Corp.

Chief Executive Officer

Chief Executive Officer and President

The Bancorp, Inc.

FinTech Acquisition Corp.

President and Secretary

Douglas Listman

Cohen & Company Inc.

Financial Group, LLC

FTAC Olympus Acquisition Corp.

Chief Accounting Officer

Chief Financial Officer

FinTech Acquisition Corp.

FTAC Athena Acquisition Corp.

Chief Financial Officer

FTAC Hera Acquisition Corp.

Chief Financial Officer

Jan Rock Zubrow

FinTech Acquisition Corp.

FTAC Hera Acquisition Corp.

Brittain Ezzes

FinTech Acquisition Corp.

FTAC Hera Acquisition Corp.

FinTech Acquisition Corp.

Madelyn Antoncic

Managing Partner

(1) Does not include blank check companies,

such as FTAC Zeus, FTAC Parnassus, INSU IV and FinTech VI, each of which have not yet

consummated an initial public offering.

Cohen and McEntee are directors of Bancorp, a financial holding company, and its subsidiary bank, Bancorp Bank, which provide

banking and other financial services, including prepaid and debit cards, private label banking, healthcare accounts and merchant

card processing.

As such, they are required to present corporate opportunities relating to the current business of Bancorp and

Bancorp Bank, as well as businesses that may be undertaken by a financial holding company under federal banking law, prior to

presenting them to us.

Cohen and Listman are also executives and/or directors of Cohen & Company, a financial services company specializing

in credit-related fixed income investments, including fixed income sales, trading and financing, and management of fixed income

As such, Messrs.

Cohen and Listman are obligated to present corporate opportunities relating to such businesses to the

respective companies prior to presenting those opportunities to us.

do not believe that any of the foregoing pre-existing fiduciary duties will materially affect our ability to consummate our initial

business combination because, although the foregoing entities are involved in the financial services industry broadly defined,

the specific industry focuses of a majority of these entities differ from our focus on financial technology businesses.

Cohen and McEntee are affiliated with Bancorp, Mr.

Cohen is the son of Mrs.

Cohen and Ms.

Rock Zubrow is a cousin of Mr.

These relationships may influence the roles taken by our officers and directors with respect to us.

In particular,

one of our directors or officers may be less likely to object to a course of action with respect to our activities because it

may jeopardize his or her relationships with the others.

In addition, each of our sponsor, officers

and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to

the completion of our initial business combination.

As a result, our sponsor, officers and directors could have conflicts of interest

in determining whether to present business combination opportunities to us or to any other blank check company with which they

may become involved.

In particular, an affiliate of our sponsor is currently sponsoring other blank check companies, FinTech V

and FinTech VI, each of which is seeking to complete a business combination.

Further, many of our directors and officers serve

in the same roles for FinTech V and FinTech VI.

Cohen also serves as the Chairman of the board of directors of INSU III,

INSU IV, FTAC Parnassus and FTAC Zeus, each of which is a blank check company seeking to complete a business combination.

Listman also serve as the Chairman of the Board and Chief Financial Officer, respectively, of FTAC Olympus, FTAC

Athena and FTAC Hera, each of which is a blank check company seeking to complete a business combination.

Any such companies, including

FinTech V, FinTech VI, INSU III, INSU IV, FTAC Olympus, FTAC Athena, FTAC Hera, FTAC Parnassus and FTAC Zeus, may present

additional conflicts of interest in pursuing an acquisition target.

However, we do not believe that any potential conflicts would

materially affect our ability to complete our initial business combination.

The audit committee oversees our accounting and financial reporting process and the audit of our financial statements and assists our board of directors in monitoring our financial systems and our legal and regulatory compliance.

The audit committee is responsible for, among other things:

• appointing, compensating and overseeing the work of our independent auditors, including resolving disagreements between management and the independent registered public accounting firm regarding financial reporting;

• approving engagements of the independent registered public accounting firm to render any audit or permissible non-audit services;

• reviewing the qualifications and independence of the independent registered public accounting firm;

• reviewing our financial statements and related disclosures and reviewing our critical accounting policies and practices;

• reviewing the adequacy and effectiveness of our internal control over financial reporting;

• establishing procedures for the receipt, retention and treatment of accounting and auditing related complaints and concerns;

• preparing the audit committee report required by SEC rules to be included in our annual proxy statement;

• reviewing and discussing with management and the independent registered public accounting firm the results of the annual audit, our quarterly financial statements and our publicly filed reports;

• reviewing and approving in advance any proposed related person transactions.

The members of our audit committee are Ivan G.

Seidenberg, Jorma Ollila and Jane C.

Jorma Ollila is the chairman of the audit committee.

Our board of directors has determined that Jane C.

Sherburne is a financial expert as contemplated by the rules of the SEC implementing Section 407 of the Sarbanes Oxley Act of 2002.

Our board of directors has determined that Ivan G.

Seidenberg, Jorma Ollila and Jane C.

Sherburne qualify as independent directors pursuant to Nasdaq rules and Rule 10A-3.

Compensation Committee

The compensation committee oversees our compensation policies, plans and programs.

The compensation committee is responsible for, among other things:

• reviewing and recommending policies, plans and programs relating to compensation and benefits of our directors, officers and employees;

• reviewing and recommending compensation and the corporate goals and objectives relevant to compensation of our Chief Executive Officer;

• reviewing and recommending compensation and corporate goals and objectives relevant to compensation for executive officers other than our Chief Executive Officer;

• evaluating the performance of our Chief Executive Officer and other executive officers in light of established goals and objectives;

• administering our equity compensation plans for our employees and directors.

The members of the compensation committee are Ivan G.

Seidenberg, Jorma Ollila, Jane C.

Sherburne and Daniel G.

Sherburne is the chairman of the compensation committee.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

Director Independence

Nasdaq rules require that a majority of the board of directors of a company listed on Nasdaq must be composed of “independent

directors,”

which is defined generally as a person other than an officer or employee of the company or its subsidiaries

or any other individual having a relationship, which, in the opinion of the company’s board of directors, would interfere

with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

We have determined

Kohn, Zubrow, Ezzes and Antoncic are independent directors under the Nasdaq rules and Rule 10A-3 of the Exchange Act.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

firm of WithumSmith+Brown, PC, or Withum, acted as our independent registered public accounting firm during the years ended December

31, 2020 and 2019.

The following is a summary of fees paid or to be paid to Withum for services rendered.

fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and

services that are normally provided by Withum in connection with regulatory filings.

For the years ended December 31, 2020

and 2019, fees for our independent registered public accounting firm were approximately $66,950 and $27,375, respectively,

for the services Withum performed in connection with our Initial Public Offering and the audit of our December 31, 2020 and

2019 financial statements included in this Annual Report.

Audit-Related Fees

Audit-related

services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or

review of our financial statements and are not reported under “Audit Fees.”

These services include attest services

that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

the years ended December 31, 2020 and 2019, our independent registered public accounting firm did not render assurance and related

services related to the performance of the audit or review of financial statements.

did not pay Withum for tax compliance, tax advice and tax planning for the years ended December 31, 2020 and 2019.

All Other Fees

did not pay Withum for other services for the years ended December 31, 2020 and 2019.

Audit Committee Pre-Approval Policies

and Procedures

Our audit committee was

formed upon the consummation of the initial public offering.

As a result, the audit committee did not pre-approve all of the foregoing

services, although any services rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing

services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject

to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior

to the completion of the audit).

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

The following documents are filed as part of this Annual Report:

Financial Statements:

Report of Independent Registered Public Accounting Firm

Balance Sheets

Statements of Operations

Statements of Changes in Stockholders’

Statements of Cash Flows

Notes to Financial Statements

Financial Statements Schedule

The following exhibits are filed as part

of, or incorporated by reference into, this Annual Report.

The SEC maintains an Internet site at www.sec.gov that contains reports,

proxy and information statements, and other information regarding issuers that file electronically with the SEC, including the

Copies of the exhibits which are incorporated herein by reference can be obtained on the SEC website at www.sec.gov.

Agreement, dated September 24, 2020, among the Company, Cantor Fitzgerald & Co.

and Wells Fargo Securities, LLC (1)

Agreement dated March 15, 2021 among the Company, Cantor Fitzgerald & Co.

and Wells Fargo Securities, LLC

Combination Agreement, dated as of December 29, 2020, by and among FinTech Acquisition Corp.

IV, FinTech Investor Holdings

IV, LLC, FinTech Masala Advisors, LLC, PWP Holdings LP, PWP GP LLC, PWP Professional Partners LP and Perella Weinberg Partners

and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on September 25, 2020 (1)

and Restated Bylaws (2)

Unit Certificate (2)

Common Stock Certificate (2)

Warrant Certificate (2)

Agreement, dated September 24, 2020, between Continental Stock Transfer & Trust Company and the Company (1)

FinTech Acquisition Corp.

IV Description of Securities

Agreement, dated September 24, 2020, by and among the Company and certain security holders, officers and directors of the

Administrative

Services Agreement, dated September 24, 2020, between the Company and FinTech Masala, LLC (1)

Subscription Agreement, dated September 24, 2020 between the Company and FinTech Investor Holdings IV, LLC (1)

Management Trust Agreement, dated September 24, 2020, between Continental Stock Transfer & Trust Company and the

Rights Agreement, dated September 24, 2020, between the Company and certain security holders of the Company (1)

of Indemnity Agreement (2)

Note for expenses prior to initial public offering from FinTech Investor Holdings IV, LLC to Registrant (2)

of Business Conduct and Ethics (2)

of the Registrant

Certification

of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)

Certification

of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)

Certification

of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Certification

of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

XBRL Instance Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Labels Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith

Previously filed as an exhibit to our Current Report on Form 8-K filed on September 30, 2020

Previously filed as an exhibit to our Registration Statement on Form S-1, as amended (File No.

Previously filed as an exhibit to our Current Report on Form 8-K/A filed on December 31, 2020

FORM 10-K SUMMARY.

Not applicable.

accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned thereunto duly authorized.

FINTECH ACQUISITION CORP.

March 15, 2021

/s/ Daniel G.

Chief Executive Officer

(Principal Executive Officer)

to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

/s/ Daniel G.

Under the rules of Nasdaq, independent directors must comprise a majority of a listed company's board of directors.

In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company's audit, compensation and nominating and corporate governance committees must be independent.

As discussed above, we have availed ourselves of the “controlled company” exception and, as a result, although we have an independent audit committee, we do not have a majority of independent directors on our board.

Under the rules of Nasdaq, a director is independent only if our board of directors makes an affirmative determination that the director has no material relationship with us.

We have four “independent directors” as defined in Nasdaq rules and applicable SEC rules.

We have determined that Mr.

Seidenberg, Ms.

Sherburne and Mr.

Cohen are “independent” as that term is defined under Nasdaq rules for purposes of serving on our board of directors.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers and persons who own more than 10% of a registered class of the Company’s equity securities (“Reporting Persons”) to file with the SEC reports on Forms 3, 4 and 5 concerning their ownership of and transactions in the common stock and other equity securities of the Company, generally within two business days of a reportable transaction.

As a practical matter, the Company seeks to assist its directors and executives by monitoring transactions and completing and filing reports on their behalf.

To our knowledge, based solely on review of the copies of such reports and any amendments thereto furnished to us during or with respect to our most recent fiscal year, all Section 16(a) filing requirements applicable to the Reporting Persons were satisfied, except that a Form 4 was not filed on a timely basis for:

(i) FinTech Masala Advisors IV, LLC, Cohen Sponsor Interests IV, LLC, FinTech Masala, LLC and FinTech Masala Holdings, LLC with respect to the shares of the Company’s Class A common stock repurchased by the Company from FinTech Masala Advisors IV, LLC on August 9, 2021;

(ii) Cohen Sponsor Interests IV, LLC, FinTech Masala, LLC and FinTech Masala Holdings, LLC with respect to the shares of Class A common stock repurchased by the Company from FinTech Investor Holdings IV, LLC on August 9, 2021;

(iii) Cohen Sponsor Interests IV, LLC, FinTech Masala, LLC and FinTech Masala Holdings, LLC with respect to the deemed acquisition of the warrants to purchase shares of Class A common stock on September 29, 2021;

Robert Steel with respect to the grant of performance-based RSUs on August 31, 2021 (which was filed by the Company on Mr.

Steel’s behalf);

Betsy Cohen and Cohen Sponsor Interests IV, LLC with respect to (A) the sale of the shares of the Company’s Class B common stock on each of October 26, 2020 and June 24, 2021, (B) the disposition of shares of Class B common stock on June 24, 2021 and (C) the conversion of shares of Class B common stock into shares of Class A common stock on June 24, 2021;

Daniel Cohen and Cohen Sponsor Interests IV, LLC with respect to (A) the sale of shares of Class B common stock on October 26, 2020, (B) the disposition of shares of Class B common stock on June 24, 2021, (C) the conversion of shares of Class B common stock into shares of Class A common stock on June 24, 2021 and (D) the sale of shares of Class B common stock on June 24, 2021.

Executive Compensation

This section describes the executive compensation of our named executive officers (“ NEOs ”) for the periods presented below based on the reduced executive compensation disclosure requirements applicable to emerging growth companies.

Our NEOs for the fiscal year ended December 31, 2021 are:

Weinberg, Chief Executive Officer;

• Dietrich Becker, Co-President;

• Andrew Bednar, Co-President.

Summary Compensation Table for 2021

The following table summarizes the total compensation paid to or earned by each of our NEOs in the applicable year.

Principal Position

Year Salary (1)

Stock Awards (3)

All Other Compensation (4)

Chief Executive Officer

March 15, 2021

(Principal Executive Officer)

/s/ Douglas Listman

Chief Financial Officer

March 15, 2021

Douglas Listman

(Principal Financial Officer and Principal Accounting Officer)

March 15, 2021

Chairman of the Board

March 15, 2021

/s/ Jan Rock Zubrow

March 15, 2021

Jan Rock Zubrow

/s/ Brittain Ezzes

March 15, 2021

Brittain Ezzes

/s/ Madelyn Antoncic

March 15, 2021

Madelyn Antoncic

FINTECH ACQUISITION CORP.

Report of Independent Registered Public Accounting Firm

Financial Statements:

Balance Sheets

Statements of Operations

Statements of Changes in Stockholders’

Statements of Cash Flows

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of

Fintech Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying

balance sheets of Fintech Acquisition Corp.

IV (the “Company”) as of December 31, 2020 and 2019, the related statements

of operations, changes in stockholders’

equity and cash flows for each of the two years in the period ended December 31,

2020, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and

the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity

with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting

firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be

independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards

require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of

material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an

audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement

of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also

included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall

presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor since 2019.

New York, New York

March 15, 2021

FINTECH ACQUISITION CORP.

BALANCE SHEETS

Current assets

Prepaid expenses

Total Current Assets

Deferred offering costs associated with the proposed public offering

Cash and marketable securities held in Trust Account

2021 $ 500,000 $ 15,698,000 $ 55,550,975 $ 10,500 $ 71,759,475

LIABILITIES AND STOCKHOLDERS’

Accounts payable and accrued expenses

Accrued offering costs

Promissory note –

related party

Total Current Liabilities

Deferred underwriting fee payable

TOTAL LIABILITIES

Commitments and Contingencies

Class A common stock subject to possible redemption, 21,584,763 and no shares as of December 31, 2020 and 2019, respectively (at $10.00 per share)

Stockholders’

Preferred stock, $0.0001 par value;

1,000,000 shares authorized, none issued and outstanding

Class A common stock, $0.0001 par value;

100,000,000 shares authorized;

2,025,237 and none issued and outstanding (excluding 21,584,763 and no shares subject to possible redemption) as of December 31, 2020 and 2019, respectively

Class B common stock, $0.0001 par value;

shares authorized;

7,870,000 shares issued and outstanding at December 31, 2020 and 2019

Additional paid-in capital

Accumulated deficit

Total Stockholders’

Total Liabilities and Stockholders’

2020 500,000 4,500,000 513,728 8,550 5,522,278

The accompanying notes are an integral part of the financial statements.

FINTECH ACQUISITION CORP.

STATEMENTS OF OPERATIONS

Formation and operating costs

Loss from operations

Other income:

Interest earned on marketable securities held in Trust Account

Loss before income taxes

Provision for income taxes

Dietrich Becker,

Co-President (5)

2021 529,480 12,466,103 41,228,122 21,179 54,244,884

Weighted average shares outstanding of Class A redeemable common stock

Basic and diluted net loss per share, Class A redeemable common stock

Weighted average shares outstanding

of Class A and Class B non-redeemable common stock

diluted net loss per share, Class A and Class B non-redeemable common stock

The accompanying notes are an integral part of the financial statements.

FINTECH ACQUISITION CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’

Stockholders’

Balance –

January 1, 2019

Collection of stock subscription receivable

Balance –

December 31, 2019

Sale of 23,000,000 Units, net of underwriting discount and offering costs

Sale of 610,000 Private Placement Units

Change in value of Class A common stock subject to possible redemption

2020 493,696 5,506,304 256,864 19,747 6,276,611

Andrew Bednar,

2021 500,000 12,498,000 39,416,139 10,500 52,424,639

2020 500,000 7,500,000 349,335 8,550 8,357,885

Balance –

December 31, 2020

(1) Amounts shown in this column reflect the annual base salary earned by each of our NEOs during the applicable calendar year.

(2) Amounts shown in this column represent the bonuses paid to or earned by each of our NEOs in respect of performance during the applicable calendar year.

Our annual incentive bonuses are described in greater detail in the section entitled " —2021 Executive Compensation Elements—Annual Incentive Bonuses " below.

For 2021, our annual incentive bonuses were paid partly in cash and partly in RSUs granted under the Incentive Plan.

In accordance with SEC rules, the entire cash portion of our annual incentive bonuses for 2021 performance is reported in the "Bonus" column of the Summary Compensation Table for 2021.

The equity-based portion of our annual incentive bonuses for 2021 performance was granted in the first quarter of 2022 on the tenth trading day after our earnings release for the year ended December 31, 2021, and in accordance with SEC rules, the grant date fair value of such awards will not be reported in the "Stock Awards" column of the Summary Compensation Table for 2021 but will instead be included in the "Stock Awards" column of the Summary Compensation Table for 2022.

(3) Amounts shown in this column represent the grant date fair value (or, to the extent of any modification, the incremental fair value), calculated in accordance with FASB ASC Topic 718, of the equity-based awards granted to our NEOs during the applicable calendar year.

For 2021, the amounts shown in this column represent the sum of (i) the grant date fair value, calculated in accordance with FASB ASC Topic 718, of the performance-based RSUs (the "Management Awards") granted to each of our NEOs in August 2021 in connection with the Business Combination and (ii) the incremental fair value, calculated in accordance with FASB ASC Topic 718, conveyed to our NEOs in connection with the cancellation of their legacy equity-based awards in Professional Partners and the replacement of such awards with a combination of original capital units ("OCUs"), VCUs and ACUs in connection with the reorganization of Professional Partners prior to the Business Combination (which will have no economic impact on PWP or PWP OpCo).

For a summary of the assumptions used in the valuation of these equity-based awards and modifications, please see the Note " Equity-Based Compensation " to the consolidated financial statements included in this 2021 Form 10-K.

The Management Awards granted to our NEOs are described in greater detail in the section entitled " —2021 Executive Compensation Elements—Management Awards " below.

The cancellation of our NEO's legacy equity-based awards in Professional Partners and the replacement of such awards with a combination of OCUs, VCUs and ACUs is described in greater detail below in the section entitled " —2021 Executive Compensation Elements —Reorganization of Professional Partners " below.

(4) Amounts shown in this column represent (i) for Messrs.

Weinberg and Bednar, the employer safe harbor non-elective contributions made to them in respect of their participation in PWP's 401(k) plan in the applicable calendar year and (ii) for Mr.

Becker, the employer contributions made in respect of his participation in PWP's defined contribution pension scheme in the U.K.

in the applicable calendar year, each of which are described in more detail in the section entitled " —2021 Executive Compensation Elements—Retirement Arrangements " below.

(5) Amounts shown in this table for Mr.

Becker, other than in the “Stock Awards” column, have been converted from pounds sterling to U.S.

dollars using the exchange rates of approximately $1.28 and $1.38 for 2020 and 2021, respectively.

2021 Executive Compensation Elements

Each of our NEOs was provided with the following material elements of compensation in 2021:

We provide an annual base salary of $500,000 to each of our NEOs.

Consistent with the practice in our industry, base salaries for our NEOs generally comprise a small portion of their total annual compensation.

We did not increase the annual base salaries of our NEOs in connection with the Business Combination.

Annual Incentive Bonuses

Annual incentive bonuses are the key component of our short-term executive compensation strategy.

We did not set specific performance targets upon which annual incentive bonuses would become payable for 2021.

Instead, the annual incentive bonuses payable to our NEOs in respect of 2021 are discretionary in amount and are based on a performance evaluation conducted by our Compensation Committee in consultation with our Chief Executive Officer, which involved an analysis of both overall Company performance and the performance of the individual NEOs and their contributions to PWP.

Our Compensation Committee believes that this evaluation process allowed us to link pay with performance in the closest way possible and provided us with the flexibility necessary to take all relevant factors into account in determining the amount of the annual incentive bonuses.

Our Compensation Committee believes that this approach is consistent with industry practice and as such provides a better incentive compensation structure than a formulaic bonus structure based solely on the achievement of specific pre-established performance targets, which may not capture all appropriate factors that materially impacted our performance.

We did not provide guaranteed cash bonuses to any of our NEOs in respect of 2021.

For 2021, the annual incentive bonuses are payable partly in cash and partly in restricted stock units granted under the Incentive Plan.

In December 2021, Messrs.

Weinberg, Bednar and Becker received $6.5 million, $3.3 million and $3.3 million, respectively, of the cash portion of their annual incentive bonuses for 2021, subject to their repayment of such amounts upon the occurrence of certain conditions prior to the payment date of the remainder of the cash portion of the annual incentive bonuses in February 2022.

Upon the payment date of the remainder of the cash portion of the annual incentive bonuses in February 2022, a portion of the annual incentive bonus became subject to repayment upon the occurrence of certain conditions during a two year period beginning on the date of such payment.

The equity-based portion of the annual incentive bonuses for 2021 was granted in the first quarter of 2022 on the tenth trading day after our earnings release for the year ended December 31, 2021.

Retirement Arrangements

PWP maintains a 401(k) retirement savings plan for U.S.

employees (including Messrs.

Weinberg and Bednar) and provides an employer safe harbor non-elective contribution and an employer discretionary contribution to eligible participants.

Limited Partners (including Messrs.

Weinberg and Bednar) are eligible for the employer safe harbor non-elective contribution and for the employer discretionary contribution.

PWP also maintains a defined contribution pension scheme for U.K.

employees (including Mr.

Becker) and provides a standard employer contribution to eligible participants.

PWP does not maintain any defined benefit pension plans or supplemental executive retirement plans.

Employee Benefits

Eligible employees, including PWP's NEOs, participate in broad-based and comprehensive employee benefit programs, including medical, dental, vision, life and disability insurance.

PWP's NEOs participate in these programs on the same basis as eligible employees generally.

Other Executive Compensation Elements

Executive Employment Agreements

We entered into employment agreements with each of Messrs.

Weinberg, Becker and Bednar, pursuant to which they each continue to serve as our executive officers in their current positions following the Closing of the Business Combination.

The employment agreements were approved by our Compensation Committee.

The employment agreements provide that each NEO will receive an annual base salary of $500,000 subject to annual review by our compensation committee, will continue to be eligible to receive a discretionary annual performance bonus, and will be eligible to receive discretionary annual equity awards pursuant to the Incentive Plan.

The employment agreements also provide for one-time grants of equity awards pursuant to the Incentive Plan in the form of Management Awards, as described in “ —Management Awards ” below.

Either party is permitted to terminate the employment agreement at any time by providing 90 days' advance written notice, provided that a NEO's employment may be terminated immediately in the event of a termination for cause.

Each employment agreement incorporates by reference the restrictive covenants applicable to the NEO, including the restrictive covenants set forth in the amended and restated limited partnership agreement of Professional Partners, as described in “ —Reorganization of Professional Partner s” below.

Transaction Pool Awards

In connection with the Closing, a transaction pool of RSUs (the “Transaction Pool”) was created under the Incentive Plan and allocated to working partners, non-partner employees and certain other eligible recipients.

The Transaction Pool is comprised of 10.2 million shares of our Class A common stock (the “Transaction Pool Share Reserve”).

Pursuant to the approval of our Compensation Committee, we made one-time grants of RSUs out of the Transaction Pool Share Reserve equal to nearly the amount of the Transaction Pool in August 2021.

Approximately 7.0 million shares were granted subject solely to a time-based vesting schedule, and approximately 3.2 million shares were granted subject to a time-based and performance-based vesting schedule.

Our NEOs did not receive grants of RSUs under the Transaction Pool.

Management Awards

Shortly before the parties entered into the Business Combination Agreement, the parties discussed, among other things, the structure for proposed management equity awards for certain PWP employees, but ultimately decided that, given the tight timeline to the projected signing date of the Business Combination Agreement, any such awards would be negotiated post-signing.

Commencing in early 2021, representatives of FTIV and the Sponsor, including Daniel G.

Cohen, resumed preliminary discussions with representatives of PWP about how to incentivize each of our NEOs to lead Perella Weinberg Partners through the next phase of its development as a publicly-traded company.

Weinberg was not involved in these preliminary discussions with FTIV and the Sponsor.

Based on these discussions, FTIV and the Sponsor made a preliminary proposal for a performance-based restricted stock unit award that would vest based on the achievement of performance-based vesting conditions that would be satisfied in several installments upon the achievement of certain closing stock price hurdles within a specified period of time following the grant date.

Beginning in February 2021, the individuals who currently serve as our “independent directors” and as the members of our Compensation Committee (Jane C.

Sherburne, Daniel G.

Cohen, Jorma Ollila and Ivan G.

Seidenberg), engaged Exequity LLP, an independent third-party compensation consultant (“Exequity”), and engaged in more than two months of work and held multiple working group and committee meetings to develop the expected terms of the Management Awards described in greater detail below.

With assistance from Exequity, including alternatives prepared by Exequity based on market practice and peer group company analyses, Ms.

Sherburne and the other members of our Compensation Committee engaged in extensive discussions covering the various considerations involved in granting the Management Awards, including:

demonstrating a commitment to pay for performance through the use of at-risk performance-based incentives;

the most effective way to structure an award that would align the interests of our NEO's with other shareholders;

and peer group company incentive structures, including peer group company examples of price-vesting stock awards.

Upon being presented with the outline of a proposal for the Management Awards being considered by the compensation committee, Mr.

Weinberg recommended, among other things, extending the scope of the program to include a small number of other partners who are identified as key to our continued growth.

The Compensation Committee incorporated this recommendation into the terms of the Management Awards described in greater detail below.

In addition, in light of the Management Awards being contemplated by the Compensation Committee, each of Messrs.

Weinberg, Becker and Bednar reallocated the transaction pool awards they would have otherwise been granted pursuant to the Transaction Pool, as described in greater detail below.

As determined by the Compensation Committee, the primary objective of the one-time Management Awards that were granted in connection with the Closing of the Business Combination is to incentivize our NEOs and a small number of other partners recommended by Mr.

Weinberg and determined in consultation with the compensation committee to continue the development of PWP and provide strong incentives to grow shareholder value.

Specifically, the Management Awards are intended to:

• combine meaningful equity-based ownership levels and realizable pay opportunities, while keeping the program simple to understand, communicate and administer;

• display PWP’s commitment to performance through a long-term incentive program that is entirely at-risk if aggressive performance objectives are not met;

• incorporate substantive service-based vesting requirements to ensure long-term retention.

As a result of the foregoing considerations, in connection with the Closing and in respect of their ongoing participation in the leadership and management of PWP following the Closing, Messrs.

Weinberg, Becker and Bednar, as well as a small number of other partners as recommended by Mr.

Weinberg in consultation with the Compensation Committee, received one-time grants of 9.5 million Management Awards in August 2021.

The Management Awards are subject to the achievement of two types of vesting conditions, both of which must be satisfied for the awards to vest:

(i) time-based vesting conditions that will be satisfied in two installments on the third and fifth anniversaries of the grant date, subject to continued employment (for Messrs.

Bednar and Becker, including continued service as co-presidents of PWP, or any equivalent or more senior executive officer roles with PWP, as mutually agreed by the parties) on each vesting date, provided that 50% of the amount earned based on achievement of the performance-based vesting conditions prior to the first vesting date will remain outstanding and will vest on the second vesting date, subject to continued employment through such date and (ii) performance-based vesting conditions that will be satisfied upon the achievement of closing stock equal to $15, $20, $25 and $30 for 20 out of any 30 consecutive trading days prior to the fifth anniversary of the grant date, as measured on the last calendar day of each month, subject to linear interpolation between the applicable price points.

Subject to such linear interpolation, the performance-based vesting conditions will be deemed to be satisfied with respect to 30% of the award at the $15 closing stock price, 65% of the award at the $20 closing stock price, 82.5% of the award at the $25 closing stock price, and 100% of the award at the $30 closing stock price.

Once any closing stock price is achieved, such closing stock price will be deemed to be irrevocably satisfied even if the price per share declines thereafter.

In connection with our internal reorganization, Messrs.

Weinberg, Becker and Bednar were originally expected to receive an aggregate of 1,050,000 performance-based RSUs granted pursuant to the Transaction Pool with an aggregate value of $10.5 million, as described in “ —Transaction Pool Awards ” above.

In connection with the finalization and implementation of the Management Awards, and as recommended by Mr.

Weinberg, these transaction pool awards that would otherwise have been granted to Messrs.

Weinberg, Becker and Bednar were returned to the Transaction Pool and were reallocated to other partners as recommended by Mr.

Weinberg and determined in consultation with the compensation committee.

Reorganization of Professional Partners

In connection with the Business Combination and related internal reorganization steps that were consummated concurrently with the Closing of the Business Combination, Professional Partners implemented a crystallized ownership structure that, among other things, includes a class of partnership units which tracks PWP's advisory business and allocates increases in value and income/distributions with respect to the advisory business on a pro-rata basis to all holders of such partnership units in accordance with their ownership interests.

Pursuant to the internal reorganization, each limited partner's capital interests in Professional Partners, to the extent attributable to our advisory business (including such capital interests held by PWP's NEOs) were converted into (a) OCUs equivalent to approximately 50% of Professional Partners' share of PWP OpCo, which are owned by all limited partners of Professional Partners holding capital as of December 31, 2019, pro rata in accordance with their capital interests as of December 31, 2019, as adjusted for accretion and/or dilution through the closing of the Business Combination, and/or (b) VCUs, which are owned by Working Partners (subject to an approximately three to five-year vesting period) to the extent of capital interests accrued through the closing of the Business Combination that exceed the value of the OCUs, but subject to a cap intended to give effect to each working partner's intended ending target ownership ratio.

In addition, Professional Partners issued ACUs to working partners, including certain of PWP's NEOs, in a manner intended to give effect to each working partner's intended ending target ownership ratio.

ACUs are also subject to a three to five-year vesting period.

Upon vesting, VCUs and ACUs will automatically convert into OCUs.

Together, the VCUs and ACUs represent approximately 50% of Professional Partners' share of the value of PWP OpCo.

The vesting of VCUs and ACUs at Professional Partners will be recorded as equity-based compensation expense at PWP OpCo for accounting purposes, though they will have no economic impact on investors in PWP or PWP OpCo.

Each class of partnership units of Professional Partners are, depending on the holder, subject to forfeiture provisions as a result of certain terminations or breaches of restrictive covenants.

Specifically, upon a termination due to death or disability, all unvested VCUs and ACUs will immediately vest.

Upon a termination without cause or for good reason, a pro-rata portion of each unvested tranche will immediately vest, subject to a 50% floor.

Upon a termination without cause or for good reason within 24 months following a change in control, all unvested time-based VCUs and ACUs will immediately vest.

If any OCUs, VCUs or ACUs are forfeited, such forfeited OCUs, VCUs or ACUs, as applicable, would accrete to all limited partners of Professional Partners.

Subject to applicable law and the terms of the amended and restated limited partnership agreement of Professional Partners, the general partners of Professional Partners will cause distributions that Professional Partners receives from PWP OpCo to be distributed to the partners pro rata in accordance with such limited partners' respective ownership of each class of Professional Partners units, including any VCUs and ACUs.

Subject to the redemption procedures and restrictions set forth in the amended and restated limited partnership agreement of Professional Partners, Professional Partners also provides for certain rights for partners holding OCUs, including OCUs received in respect of the vesting of VCUs and/or ACUs, to have such OCUs redeemed for PWP OpCo Class A common units, which can, subject to the exchange procedures and restrictions set forth in the PWP OpCo LPA (and any other procedures or restrictions imposed by Perella Weinberg Partners), be exchanged 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 Class A common stock (based on the net proceeds received by PWP for such shares in such offering), with the form of consideration determined by PWP.

Subject to certain exceptions, Professional Partners units held by working limited partners whose tenure was not terminated prior to November 1, 2020 (“Working Partners”) are generally subject to a lock-up of approximately three to five years, which may be reinstated or extended for a period of 12 months following such Working Partner's resignation without good reason.

Perella and certain other founding Working Partners who are retirement-eligible (as well as certain limited partners of Professional Partners who are employed by PWP Capital), Professional Partners units are generally subject to a lock-up of approximately one to five years and are not be subject to reinstatement or extension of such lock-up following their resignation.

No lock-up period for any Working Partner is expected to extend beyond the five year anniversary of the closing of the Business Combination.

The lock-up generally restricts the sale, pledge, grant of any option, short sale or other disposition of any partnership units with respect to our advisory business, and the entrance into any hedging, swap or other agreement or transaction related to such partnership units.

The general partner of Professional Partners and PWP may waive the lock-up period for any partner with respect to all or a portion the applicable partnership units with no obligation to do so for any other partner, and the lock-ups may be waived for certain pre-determined circumstances, such as death, disability and certain tax liabilities, and certain contractual obligations to partners pursuant to offer letters that provide for certain unrestricted equity awards.

Certain unvested equity interests of Professional Partners held by limited partners of Professional Partners vested on the transaction date.

In order to provide liquidity to such limited partners to fund the related tax liability, PWP OpCo made loans to such Limited Partners in an aggregate value of approximately $3 million.

None of such limited partners was an executive officer or director of PWP.

Partners are subject to certain restrictive covenants set forth in the amended and restated limited partnership agreement of Professional Partners, including perpetual confidentiality obligations, 180-day post-termination client and customer non-solicitation restrictions following a termination for cause or any resignation without good reason, post-termination investor non-solicitation restrictions following a termination for cause or any resignation without good reason for (x) 180 days with respect to any limited partner of Professional Partners, PWP Capital or PWP OpCo, and their respective subsidiaries and successors and assigns or (y) one year with respect to any limited partner, investor, prospective limited partner or investor of investment funds sponsored by a PWP Entity, one-year post-termination employee non-solicitation restrictions following any termination, and perpetual non-disparagement obligations.

In addition, in the event that a partner resigns without good reason and competes with the PWP Entities within a year following the resignation, or breaches any other applicable written covenant between any PWP Entity and such partner, then any partnership units in Professional Partners held by such partner will be forfeited on the date of such breach.

Outstanding Equity Awards at Fiscal Year End for 2021

The following table summarizes the outstanding equity-based awards held by each of our NEOs as of December 31, 2021.

Name Number of Shares or Units of Stock That Have Not Vested (1)

Market Value of Shares or Units of Stock That Have Not Vested (2)

5,280,324 (3) $ 67,904,967

The accompanying notes are an integral part of the financial statements.

FINTECH ACQUISITION CORP.

STATEMENTS OF CASH FLOWS

Cash Flows from Operating Activities:

Dietrich Becker

3,885,916 (4) 49,972,880

Adjustments to reconcile net loss to net cash used in

operating activities:

Interest earned on marketable securities held in Trust Account

Formation costs and expense paid by Sponsor

Changes in operating assets and liabilities:

Prepaid expenses

Accrued expenses

Net cash used in operating activities

Cash Flows from Investing Activities:

Investment of cash into Trust Account

Andrew Bednar

3,749,471 (5) 48,218,197

Net cash used in investing activities

_________________

Cash Flows from Financing Activities:

Proceeds from the collection of the stock subscription receivable

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of Private Placement Units

Proceeds from promissory note –

related party

Repayment of promissory note –

related party

Payment of offering costs

Net cash provided by financing activities

Net Change in Cash

Beginning of year

Supplemental cash flow information:

Offering costs included in accrued offering costs

Non-cash investing and financing activities:

Initial classification of Class A common stock subject to possible redemption

(1) Represents (i) Management Awards that are subject to the achievement of two types of vesting conditions, both of which must be satisfied for the awards to vest:

(x) time-based vesting conditions that will be satisfied in two installments on the third and fifth anniversaries of the August 31, 2021 grant date, subject to continued employment (for Messrs.

Bednar and Becker, including continued service as co-presidents of PWP, or any equivalent or more senior executive officer roles with PWP, as mutually agreed by the parties) on each vesting date, provided that 50% of the amount earned based on achievement of the performance-based vesting conditions prior to the first vesting date will remain outstanding and will vest on the second vesting date, subject to continued employment through such date and (y) performance-based vesting conditions that will be satisfied upon the achievement of closing stock equal to $15, $20, $25 and $30 for 20 out of any 30 consecutive trading days prior to the fifth anniversary of the grant date, as measured on the last calendar day of each month, subject to linear interpolation between the applicable price points and (ii) VCUs and ACUs that are generally subject to a service-based graded vesting schedule over a three to five-year period following the Closing of the Business Combination on June 24, 2021.

The vesting of VCUs and ACUs will be recorded as equity-based compensation expense at PWP OpCo for accounting purposes, though they will have no economic impact on investors in PWP or PWP OpCo.

The amounts shown do not include OCUs, which are fully vested.

(2) The market value shown is based on the closing stock price per share of our Class A common stock on December 31, 2021 ($12.86).

The market value of the Management Awards is based on the number of shares of our Class A common stock that our NEOs would receive upon settlement of the Management Awards assuming attainment of the 100% of the performance-based vesting conditions during the performance period.

The market value of the VCUs and ACUs is also shown is based on the closing price of our Class A common stock on December 31, 2021, as units in Professional Partners, once vested, are ultimately exchangeable into shares of our Class A common stock on a one-for-one basis, described in greater detail below in the section entitled “ —2021 Executive Compensation Elements —Reorganization of Professional Partners ” above.

(3) Represents (i) 3,300,000 Management Awards and (ii) 1,980,324 VCUs and ACUs.

(4) Represents (i) 2,350,000 Management Awards and (ii) 1,535,916 VCUs and ACUs.

(5) Represents (i) 2,350,000 Management Awards and (ii) 1,399,471 VCUs and ACUs.

Potential Payments Upon Termination or Change in Control

Management Awards are subject to the achievement of time-based and performance-based vesting conditions, both of which must be satisfied for the awards to vest.

Upon a termination of employment without cause or resignation for good reason, a pro-rata portion of the Management Awards will be deemed to have satisfied the time-based vesting conditions, subject to a 50% floor, and will remain outstanding subject to the achievement of the performance-based vesting conditions.

Upon a termination of employment due to death or disability, the same treatment will apply except that the Management Awards will not be pro-rated.

Upon a change in control, achievement of the performance-based vesting conditions will be measured as of the change in control date based on the greater of the change in control price, the highest closing stock price achieved for 20 out of any 30 consecutive trading days prior to the change in control date, and $15, at which point the awards will continue to vest subject to the satisfaction of the time-based vesting conditions.

Upon a termination without cause or resignation for good reason within 24 months following a change in control, any remaining time-based vesting conditions will be deemed to be fully satisfied.

Bednar and Becker, if the executive’s role as co-president is terminated by the Company without cause but the executive otherwise remains in continuous employment as a working partner, the Management Awards will remain outstanding subject to the achievement of the applicable time-based and performance-based vesting conditions based on the executive’s continued employment as a working partner.

If the executive resigns as co-president but otherwise remains in continuous employment as a working partner, then only a pro-rata portion of the Management Awards will remain outstanding and eligible to vest subject to the achievement of the applicable time-based and performance-based vesting conditions based on the executive’s continued employment as a working partner.

Each class of partnership units of Professional Partners held by our NEOs are subject to forfeiture provisions as a result of certain terminations of service or breaches of restrictive covenants.

VCUs and ACUs are subject to an approximately three to five-year vesting period following the Closing Date.

Upon a termination due to death or disability, all unvested VCUs and ACUs will immediately vest.

Upon a termination without cause or for good reason, a pro-rata portion of each unvested tranche will immediately vest, subject to a 50% floor.

Upon a termination without cause or for good reason within 24 months following a change in control, all unvested time-based VCUs and ACUs will immediately vest.

OCUs are fully vested.

Director Compensation

For 2021, our non-employee directors are entitled to the following compensation for their service on our board of directors:

(i) an annual base retainer in the amount of $180,000, 50% of which is paid in the form of restricted stock units and 50% of which is paid in cash;

(ii) a one-time grant of restricted stock units with a value of $50,000 upon initial appointment to the board of directors (including in connection with the Closing of the Business Combination) vesting in three equal installments on or about each anniversary of the grant date;

(iii) an annual cash retainer of $20,000 for the chair of the audit committee;

and (iv) an annual cash retainer of $20,000 for the chair of the compensation committee.

Except for the one-time grant of restricted stock units upon initial appointment to our board of directors, all other restricted stock units will be granted on or about the date of our general annual stockholder meeting and will vest on the date of the next general annual stockholder meeting, provided that the first annual grant of restricted stock units was pro-rated for the period between the Closing of the Business Combination and the date of our first general annual stockholder meeting and will vest on the date of our first general annual stockholder meeting.

In addition, each of Ivan G.

Seidenberg, Jorma Ollila and Jane C.

Sherburne, received payments in the amount of $75,000 in connection with their consultant services in 2021 provided prior to the completion of the Business Combination.

Director Compensation Table for 2021

The total 2021 compensation of our non-employee directors is shown in the following table.

We do not separately compensate our affiliated directors for their service on our board.

Name Fees Earned or Paid in Cash (1)

Stock Awards (2)

All Other Compensation (3)

$ 45,000 $ 126,708 $ — $ 171,708

Change in value of Class A common stock subject to possible redemption

43,833 126,708 75,000 245,541

Deferred underwriting fee payable

The accompanying notes are an integral part of the financial statements.

FINTECH ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

DESCRIPTION OF ORGANIZATION

AND BUSINESS OPERATIONS

FinTech Acquisition

IV (the “Company”) is a blank check company incorporated in Delaware on November 20, 2018.

The Company was formed

for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other

similar business transaction, one or more operating businesses or assets that the Company has not yet identified (a “Business

Combination”).

The Company has neither engaged in any operations nor generated significant revenue to date.

As of December 31,

2020, the Company had not commenced operations.

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

the Initial Public Offering (as defined below), and, subsequent to the Initial Public Offering, identifying a target company for

a Business Combination, activities in connection with the proposed acquisition of PWP Holdings LP, a Delaware limited partnership

(“PWP”) (see Note 6).

The registration statement

for the Company’s Initial Public Offering was declared effective on September 24, 2020.

On September 29, 2020 the Company

consummated the Initial Public Offering of 23,000,000 units (the “Units”

and, with respect to the shares of Class A

common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters

of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000

which is described in Note 3.

Simultaneously with

the closing of the Initial Public Offering, the Company consummated the sale of 610,000 units (the “Private Placement Units”)

at a price of $10.00 per Private Placement Unit in a private placement to FinTech Investor Holdings IV, LLC (collectively with

FinTech Masala Advisors IV, LLC, the “Sponsor”), generating gross proceeds of $6,100,000, which is described in Note

The manager of each entity of the Sponsor is Cohen Sponsor Interests IV, LLC.

Transaction costs

amounted to $14,255,791, consisting of $4,000,000 of underwriting fees, $9,800,000 of deferred underwriting fees and $455,791 of

other offering costs.

In addition, at December 31, 2020, cash of $1,158,934 was held outside of the Trust Account (as defined below)

and is available for working capital purposes.

Following the closing

of the Initial Public Offering on September 29, 2020, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the

sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the

“Trust Account”) and invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the

Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less,

or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only

in direct U.S.

government treasury obligations, until the earlier of:

(i) the consummation of a Business Combination;

redemption of any Public Shares in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate

of Incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if

it does not complete an initial Business Combination by September 29, 2022 (the “Combination Period”) or (B) with

respect to any other provisions relating to stockholders’

rights or pre-initial Business Combination activity;

distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to pay

the Company’s tax obligations, if the Company is unable to complete an initial Business Combination within the Combination

Period or upon any earlier liquidation of the Company.

The Company’s

management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering

and Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward

consummating a Business Combination.

Nasdaq Capital Market (“NASDAQ”) rules provide that the Company’s

initial Business Combination must be with one or more target businesses that together have a fair market value equal to at

least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest

earned) at the time of the signing of a definitive agreement in connection with a Business Combination.

However, the Company

will only complete a Business Combination if the post-Business Combination company owns or acquires a majority of the

outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not

to be required to register as an investment company under the Investment Company Act.

There is no assurance that the Company

will be able to successfully effect a Business Combination.

The Company will provide

its stockholders with the opportunity to redeem all or a portion of the Public Shares upon the completion of a Business Combination

either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will

be made by the Company, solely in its discretion.

The stockholders will be entitled to redeem their shares for a pro rata portion

of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds

held in the Trust Account and not previously released to the Company to pay its tax obligations).

The per-share amount to be distributed

to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the

representatives (as discussed in Note 6).

There will be no redemption rights upon the completion of a Business Combination with

respect to the Company’s warrants.

FINTECH ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

The Company will proceed

with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business

Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the

Business Combination.

If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for

business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the

redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer

documents with the SEC prior to completing a Business Combination.

If, however, stockholder approval of the transaction is required

by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem

shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

Company seeks stockholder approval in connection with a Business Combination, the Sponsor and the Company’s officers and

directors (the “Insiders”) have agreed to vote their Founder Shares (as defined in Note 5), the shares of Class A common

stock included in the Private Placement Units (the “Private Placement Shares”) and any Public Shares held by them in

favor of approving a Business Combination.

The Company will have

until the expiration of the Combination Period to consummate its initial Business Combination.

If the Company is unable to consummate

a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purposes of winding

up of its affairs;

(ii) distribute the aggregate amount then on deposit in the Trust Account, including any amounts representing

interest earned on the Trust Account not previously released to the Company to pay its franchise and income taxes and up to $100,000

to pay dissolution expenses, pro rata to the public stockholders by way of redemption of the Public Shares (which redemption would

completely extinguish such holders’

rights as stockholders, including the right to receive further liquidation distributions,

and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s

net assets to its remaining stockholders, as part of its plan of dissolution and liquidation.

The Company will also

provide its stockholders with the opportunity to redeem all or a portion of their Public Shares in connection with any stockholder

vote to approve an amendment to the Company’s amended and restated certificate of incorporation (i) that would modify the

substance or timing of the Company’s obligation to redeem 100% of Public Shares if it does not complete an initial Business

Combination within the Combination Period or (ii) with respect to any other provisions relating to stockholders’

or pre-initial Business Combination activity.

The stockholders will be entitled to redeem their shares for a pro rata portion of

the amount then on deposit in the Trust Account (initially approximately $10.00 per share, plus any pro rata interest earned on

the funds held in the Trust Account, net of taxes payable).

The per-share amount to be distributed to stockholders who redeem their

shares will not be reduced by the deferred underwriting commissions the Company will pay to the representatives (as discussed in

There will be no redemption rights with respect to the Company’s warrants in connection with such a stockholder

vote to approve such an amendment to the Company’s amended and restated certificate of incorporation.

Notwithstanding the

foregoing, the Company may not redeem shares in an amount that would cause its net tangible assets to be less than $5,000,001.

The Insiders have agreed to vote any Founder Shares, Private Placement Shares and any Public Shares held by them in favor of any

such amendment.

The Insiders have

agreed to waive their redemption rights with respect to any Founder Shares and Private Placement Shares, as applicable, (i) in

connection with the consummation of a Business Combination, (ii) in connection with a stockholder vote to amend the Company’s

Amended and Restated Certificate of Incorporation (a) to modify the substance or timing of the Company’s obligation to redeem

100% of its Public Shares if it does not complete its initial Business Combination within the Combination Period or (b) with respect

to any other provisions relating to stockholders’

rights or pre-initial Business Combination activity, and (iii) if the Company

fails to consummate a Business Combination within the Combination Period.

The Insiders have also agreed to waive their redemption

rights with respect to any Public Shares held by them in connection with the consummation of a Business Combination and in connection

with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (i) to modify the substance

or timing of the Company’s obligation to redeem 100% of its Public Shares if it does not complete its initial Business Combination

within the Combination Period or (ii) with respect to any other provisions relating to stockholders’

rights or pre-initial

Business Combination activity.

However, the Insiders will be entitled to redemption rights with respect to Public Shares if the

Company fails to consummate a Business Combination or liquidates within the Combination Period.

The representative has agreed to

waive its rights to deferred underwriting commissions held in the Trust Account in the event the Company does not consummate a

Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the

Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible

that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less

than the initial public offering price per Unit in the Initial Public Offering.

Placing funds in the Trust Account may not protect

those funds from third party claims against the Company.

Although the Company will seek to have all vendors, service providers,

prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in

or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements.

FinTech Investor

Holdings IV, LLC has agreed that it will be liable under certain circumstances to ensure that the proceeds in the Trust Account

are not reduced by the claims of target businesses or vendors or other entities that are owed money by the Company for service

rendered, contracted for or products sold to the Company.

However, it may not be able to satisfy those obligations should they

FINTECH ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

Notwithstanding the

foregoing redemption rights, if the Company seeks stockholder approval of its Business Combination and it does not conduct redemptions

in connection with its Business Combination pursuant to the tender offer rules, the 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 redeeming

its shares with respect to an aggregate of 15% or more of the shares sold in the Initial Public Offering.

However, there is no

restriction on the Company’s stockholders’

ability to vote all of their shares for or against a Business Combination.

SUMMARY OF SIGNIFICANT ACCOUNTING

Basis of Presentation

The accompanying

financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America

GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an

“emerging growth company,”

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

Our Business Startups Act of 2012 (the “JOBS Act”), and it 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 independent registered public accounting firm attestation requirements of Section 404

of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its 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.

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.

The Company has 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, the Company, 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 the Company’s 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.

Use of Estimates

The preparation of

financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts

of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported

amounts of revenues and expenses during the reporting periods.

Making estimates requires

management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition,

situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating

its estimate, could change in the near term due to one or more future events.

Accordingly, the actual results could differ significantly

from those estimates.

Cash and Cash Equivalents

The Company considers

all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

did not have any cash equivalents as of December 31, 2020 and 2019.

Marketable Securities Held in Trust

At December 31, 2020,

substantially all of the assets held in the Trust Account were held in U.S.

Treasury Securities Money Market Funds.

FINTECH ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

Class A Common Stock Subject to Possible

The Company accounts

for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification

(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

Class A common stock subject to mandatory

redemption is classified as a liability instrument and is measured at fair value.

Conditionally redeemable common stock (including

common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the

occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity.

times, common stock is classified as stockholders’

The Company’s Class A common stock features certain redemption

rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, at December 31, 2020, 21,584,763 shares of Class A common stock subject to possible redemption is presented

as temporary equity, outside of the stockholders’

equity section of the Company’s balance sheet.

Offering Costs

Offering costs consist

of underwriting, legal, accounting and other expenses that were directly related to the Initial Public Offering.

Offering costs

amounting to $14,255,791 were charged to stockholders’

equity upon the completion of the Initial Public Offering.

The Company complies

with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,”

which requires an asset and liability

approach to financial accounting and reporting for income taxes.

Deferred income tax assets and liabilities are computed for differences

between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts,

based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes

a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken

or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be

sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized

tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as

of December 31, 2020 and 2019.

The Company is currently not aware of any issues under review that could result in significant

payments, accruals or material deviation from its position.

The Company may be

subject to potential examination by federal, state and city taxing authorities in the areas of income taxes.

These potential examinations

may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance

with federal, state and city tax laws.

The Company’s management does not expect that the total amount of unrecognized tax

benefits will materially change over the next twelve months.

The Company is subject to income tax examinations by major taxing

authorities since inception.

Net Loss Per Common Share

Net loss per common

share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period.

Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 7,870,000

shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants are

contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

Company’s statements of operations includes a presentation of loss per share for common shares subject to possible

redemption in a manner similar to the two-class method of loss per share.

Net income per common share, basic and diluted, for

Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted

average number of Class A redeemable common stock outstanding since original issuance.

Net loss per share, basic and diluted,

for Class A and Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable

to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class A

and Class B non-redeemable common stock outstanding for the period.

Class A and Class B non-redeemable common stock includes

the Founder Shares and the Private Placement Shares as these shares do not have any redemption features and do not

participate in the income earned on the Trust Account.

FINTECH ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

The following table

reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

Redeemable Class A Common Stock

Earnings allocable to Redeemable Class A Common Stock

Interest Income

Income and Franchise Tax

Weighted Average Redeemable Class A Common Stock

Redeemable Class A Common Stock, Basic and Diluted

Earnings/Basic and Diluted Redeemable Class A Common Stock

Non-Redeemable Class A and B Common Stock

Net loss minus Redeemable Net Earnings

54,222 126,708 75,000 255,930

Redeemable Net Earnings

Non-Redeemable Net Loss

Jorma Ollila 54,222 126,708 75,000 255,930

_________________

Weighted Average Non-Redeemable Class A and B Common Stock

Non-Redeemable Class A and B Common Stock, Basic and Diluted (1)

Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock

As of December 31,

2020 and 2019, basic and diluted common shares are the same as there are no non-redeemable securities that are dilutive to the

Company’s stockholders.

The weighted average non-redeemable common stock for the year ended December 31, 2020 includes the effect of 610,000 Private Units, which were issued in conjunction with the initial public offering on September 29, 2020.

Concentration of Credit Risk

Financial instruments

that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which,

at times, may exceed the Federal Depository Insurance Corporation coverage limits of $250,000.

The Company has not experienced

losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets

and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement and Disclosures,”

approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

As of December 31, 2020, the carrying

values of cash, accounts payable and accrued expenses approximate their fair values primarily due to the short-term nature of the

The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in U.S.

Treasury securities with an original maturity of 185 days or less.

The fair value for trading securities is determined using quoted

market prices in active markets.

Recent Accounting Standards

Management does not

believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect

on the Company’s financial statements.

INITIAL PUBLIC OFFERING

Pursuant to the Initial

Public Offering, the Company sold 23,000,000 Units, which included the full exercise by the underwriters of their over-allotment

option in the amount of 3,000,000 Units, at a purchase price of $10.00 per Unit.

Each Unit consists of one share of Class A common

stock and one-third of one warrant (“Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one

share of Class A common stock at an exercise price of $11.50, subject to adjustment (see Note 7).

FINTECH ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

PRIVATE PLACEMENT

Simultaneously with

the closing of the Initial Public Offering, FinTech Investor Holdings IV, LLC purchased 610,000 Private Placement Units at a price

of $10.00 per Private Placement Unit, for an aggregate purchase price of $6,100,000.

Each Private Placement Unit consists of one

share of Class A common stock and one-third of one warrant (the “Private Placement Warrant”).

Each whole Private Placement

Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment.

from the Private Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account.

Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement

Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private

Placement Warrants will expire worthless.

There will be no redemption rights or liquidating distributions from the Trust Account

with respect to the Private Placement Warrants.

RELATED PARTY TRANSACTIONS

Founder Shares

In November 2018,

the Company issued an aggregate of 7,382,500 shares of common stock to the Sponsor (the “Founder Shares”) for an aggregate

purchase price of $25,000.

The Company received payment for the Founder Shares in May 2019.

On June 13, 2019, the

Company filed an amendment to its Certificate of Incorporation to, among other things, create two classes of common stock, Class

A and Class B, and to convert the outstanding Founder Shares into shares of Class B common stock.

The Founder Shares will automatically

convert into shares of Class A common stock upon consummation of a Business Combination on a one-for-one basis, subject to certain

adjustments, as described in Note 7.

Additionally, on June 13, 2019, the Company completed an approximate 1.3333333-for-1 forward

stock split of its common stock.

Also, on August 10, 2020, the Sponsor contributed back to the Company, for no consideration,

1,973,000 Founder Shares.

As a result of the foregoing transactions, the Sponsor now holds 7,870,000 Founder Shares, of which

1,000,000 shares were subject to forfeiture to the extent that the underwriters’

over-allotment option was not exercised

in full or in part, so that the Founder Shares would represent 25% of the Company’s aggregate Founder Shares, Private Placement

Shares and issued and outstanding Public Shares after the Initial Public Offering.

As a result of the underwriters’

to fully exercise their over-allotment option, 1,000,000 Founder Shares are no longer subject to forfeiture.

The Insiders have

agreed not to transfer, assign or sell any of their Founder Shares (except to permitted transferees) (i) with respect to 25% of

such shares, until consummation of the Company’s initial Business Combination, (ii) with respect to 25% of such shares, until

the closing price of the Class A common stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the

consummation of a Business Combination, (iii) with respect to 25% of such shares, until the closing price of the Class A common

stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination,

and (iv) with respect to 25% of such shares, until the closing price of the Class A common stock exceeds $17.00 for any 20 trading

days within a 30-trading day period following the consummation of a Business Combination or earlier, in any case, if, following

a Business Combination, the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction

that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or

other property.

Administrative Services Agreement

entered into an agreement, commencing on September 25, 2020 through the earlier of the Company’s consummation of a Business

Combination and its liquidation, to pay the Sponsor or an affiliate of the Sponsor $20,000 per month for office space, administrative

and shared personnel support services.

For the year ended December 31, 2020, the Company incurred and paid $60,000 in fees

for these services.

Promissory Note — Related

On June 12, 2019,

as amended on August 5, 2020, the Company issued a promissory note to the Sponsor, pursuant to which the Sponsor agreed to loan

the Company up to an aggregate of $500,000 to be used for the payment of costs related to the Initial Public Offering (the “Promissory

Note”).

The Promissory Note was non-interest bearing, unsecured and due on the earlier of December 31, 2020 or the completion

of the Initial Public Offering.

The outstanding balance under the Promissory Note of $90,869 was repaid at the closing of the Initial

Public Offering on September 29, 2020.

FINTECH ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

Related Party Loans

In order to finance

transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s management team or any

of their respective affiliates or other third parties may, but are not obligated to, loan the Company funds as may be required

(“Working Capital Loans”), which will be repaid only upon the consummation of a Business Combination.

If the Company

does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay

the Working Capital Loans;

however, no proceeds from the Trust Account may be used for such repayment.

If such funds are insufficient

to repay the Working Capital Loans, the unpaid amounts would be forgiven.

Up to $1,500,000 of the Working Capital Loans may be

converted into units at a price of $10.00 per unit at the option of the holder.

The units would be identical to the Private Placement

As of December 31, 2020, there were no amounts outstanding under the Working Capital Loans.

COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues

to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have

a negative effect on the Company’s financial position, results of operations and/or search for a target company, the specific

impact is not readily determinable as of the date of these financial statements.

The financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

(1) Amounts shown in this column reflect the cash annual base retainer fees and committee fees earned for 2021.

(2) Amounts shown in this column represent the grant date fair value, calculated in accordance with FASB ASC Topic 718, of the time-based RSUs granted to our non-employee directors.

For a summary of the assumptions used in the valuation of these awards, please see the Note "Equity-Based Compensation" to the consolidated financial statements included in this 2021 Form 10-K.

As of December 31, 2021, each of our non-employee directors held 9,070 outstanding RSUs.

(3) Amounts shown in this column reflect $75,000 paid in connection with consultant services provided by Ivan G.

Seidenberg, Jorma Ollila and Jane C.

Sherburne in 2021 prior to the closing of the Business Combination.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information known to the Company regarding the beneficial ownership of shares of the Company's common stock as of February 28, 2022, by:

• each person who is known to be the beneficial owner of more than 5% of any class of the Company's outstanding common stock;

• each of the Company's executive officers and directors;

• all executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

Except as described in the footnotes below and subject to applicable community property laws and similar laws, we believe that each person listed below has sole voting and investment power with respect to such shares.

The beneficial ownership of the Company common stock below is based on 46,939,793 shares of Class A common stock, 44,354,908.737 shares of Class B-1 common stock and 1,964,044.000 shares of Class B-2 common stock issued and outstanding as of February 28, 2022.

Shares Beneficially Owned as of February 28, 2022

Class A Common Stock Class B-1 Common Stock Class B-2 Common Stock % of Combined Voting Power

Name and Address of Beneficial Owner (1)

Number of Shares % Number of Shares % Number of Shares %

Greater than 5% Beneficial Owners

Wellington Management Group LLP (2)

5,670,939 12.00 % — — — — 1.15 %

Westwood Management Corp.

3,888,240 8.28 % — — — — *

3,750,439 7.99 % — — — — *

Samlyn Capital, LLC (5)

2,993,365 6.38 % — — — — *

Schroder Investment Management North America Inc (6)

2,983,912 6.36 % — — — — *

Basswood Capital Management L.L.C.

2,857,118 6.09 % — — — — *

Adage Capital Partners GP, L.L.C.

2,538,768 5.41 % — — — — *

Bay Bond Partners, L.P.

2,419,407 5.15 % — — — — *

PWP Professional Partners LP — — 44,354,909 (10)

100 % — — 90.07 %

— — — 1,122,264 57.14 % *

Red Hook Capital LLC — (12)

— — — 841,780 42.86 % *

Directors and Executive Officers

Weinberg — (13)

— 44,354,909 100 % 841,780 42.86 % 90.24 %

Perella — (14)

Barancik — (16)

Dietrich Becker — (17)

Andrew Bednar.

Vladimir Shendelman — (19)

Jorma Ollila — — — — — — —

Seidenberg — — — — — — —

Sherburne — — — — — — —

Cohen 349,030 (20)

All company's directors and executive officers as a group (11 persons)

349,030 * 44,354,909 (10)

100 % 841,780 42.86 % 90.31 %

________________

* Less than 1%.

(1) Unless otherwise noted, the business address of each of the following entities or individuals is 767 Fifth Avenue, New York, New York 10153.

(2) Based on a Schedule 13G/A filed by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP with the SEC on February 4, 2022.

(i) Each of Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP have shared voting power over 5,219,041 shares of Class A common stock, shared dispositive power over all 5,670,939 shares of Class A common stock, and sole voting and dispositive powers over none of the shares, and (ii) Wellington Management Company LLP has shared voting power over 5,176,264 shares of Class A common stock, shared dispositive power over 5,598,240 shares of Class A common stock, and sole voting and dispositive powers over none of the shares..

The shares of Class A common stock beneficially owned by Wellington Management Group LLP, as parent holding company of certain holding companies and investment advisers (the “Wellington Investment Advisers”), are owned of record by clients of such Wellington Investment Advisers.

Wellington Investment Advisors Holdings LLP controls directly, or indirectly through Wellington Management Global Holdings, Ltd., the Wellington Investment Advisers.

Wellington Investment Advisors Holdings LLP is owned by Wellington Group Holdings LLP.

Wellington Group Holdings LLP is owned by Wellington Management Group LLP.

The principal business office of Wellington Management Group LLP and each of the affiliated funds listed above is c/o Wellington Management Company LLP 280 Congress Street Boston, MA 02210.

(3) Based on a Schedule 13G filed by Westwood Management Corp.

(“Westwood”) with the SEC on February 25, 2022.

Westwood has sole voting power over 3,838,022 of the shares, shared voting power over 50,218 of the shares and sole dispositive power over 3,888,240 of the shares.

(4) Based on a Schedule 13G filed by FMR LLC with the SEC on February 9, 2022.

Reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by FMR LLC, certain of its subsidiaries and affiliates, and other companies (collectively, the “FMR Reporters”) and does not reflect securities, if any, beneficially owned by certain other companies whose beneficial ownership of securities is disaggregated from that of the FMR Reporters in accordance with Securities and Exchange Commission Release No.

34-39538 (January 12, 1998).

Johnson is a Director, the Chairman, the Chief Executive Officer and the President of FMR LLC.

Members of the Johnson family, including Abigail P.

Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC.

The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares.

Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC.

Neither FMR LLC nor Abigail P.

Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company LLC (“FMR Co.

LLC”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds' Boards of Trustees.

LLC carries out the voting of the shares under written guidelines established by the Fidelity Funds' Boards of Trustees.

The business address of this stockholder is 245 Summer Street, Boston, MA 02210.

(5) Based on a Schedule 13G filed by Samlyn Capital, LLC's (“Samlyn Capital”), Samlyn, LP and Robert Pohly with the SEC on February 14, 2022.

Each of Samlyn Capital, Samlyn, LP and Robert Pohly have shared voting power and shared dispositive power over all of the shares.

All of the shares are directly owned by advisory clients of Samlyn Capital.

None of those advisory clients may be deemed to beneficially own more than 5% of Class A common stock.

Samlyn Capital, Samlyn, LP and Robert Pohly disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this prospectus shall not be deemed an admission that any of them are the beneficial owners of the securities for purposes of Section 16 of the Exchange Act, or for any other purpose.

The address for each of Samlyn Capital, Samlyn, LP and Robert Pohly is c/o Samlyn Capital, LLC, 500 Park Avenue, New York, NY 10022.

(6) Based on a Schedule 13G filed by Schroder Investment Management North America Inc.

with the SEC on February 9, 2022.

Schroder Investment Management North America Inc.

has sole voting power and sole dispositive power over all of the shares of Class A common stock.

Schroder Investment Management North America Inc.

is a registered investment adviser with its respective home country regulator.

Schroder Investment Management North America Inc.

is located in the United States at 7 Bryant Park, 19th Floor, New York, NY 10018.

(7) Based on a Schedule 13G filed by Basswood Capital Management, L.L.C.

(“Basswood”), Matthew Lindenbaum and Bennett Lindenbaum with the SEC on November 15, 2021.

Basswood, Matthew Lindenbaum and Bennett Lindebaum have shared voting power and shared dispositive power with respect to all of the shares.

The address for Basswood Capital Management L.L.C.

is 645 Madison Avenue, 10th Floor, New York, NY, 10022.

(8) Based on a Schedule 13G/A filed by Adage Capital Partners, L.P., a Delaware limited partnership (“ACP”), Adage Capital Partners GP, L.L.C., a Delaware limited liability company (“ACPGP”), Adage Capital Advisors, L.L.C., a Delaware limited liability company (“AC Advisors”), Robert Atchinson and Phillip Gross with the SEC on February 10, 2022.

ACP has the power to dispose of and the power to vote the shares of Class A common stock beneficially owned by it, which power may be exercised by its general partner, ACPGP.

AC Advisors, as managing member of ACPGP, directs ACPGP’s operations.

Neither ACPGP nor AC Advisors directly own any shares of Class A common stock.

By reason of the provisions of Rule 13d-3 of the Exchange Act, ACPGP and AC Advisors may be deemed to beneficially own the shares owned by ACP.

Robert Atchinson and Phillip Gross, as managing members of AC Advisors, have shared power to vote the shares of Class A common stock beneficially owned by ACP.

Atchinson nor Mr.

Gross directly own any shares of PWP Class A common stock.

By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares beneficially owned by ACP.

The business address of this stockholder is 200 Clarendon Street, 52nd Floor, Boston, MA 02116.

(9) Based on a Schedule 13G filed by Bay Pond Partners, L.P.

(“Bay Pond”) with the SEC on January 31, 2022.

Bay Pond has shared voting power and shared dispositive power with respect to all of the shares of Class A common stock.

The address for Bay Pond is c/o Wellington Management Company LLP, 280 Congress Street, Boston, MA 02210.

(10) Shares of Class B-1 common stock are held by Professional Partners.

This number correlates to 44.4 million PWP OpCo Class A partnership units held by Professional Partners, which represents 44.4 million shares of Class A common stock that may be issuable upon the exchange of 44.4 million PWP OpCo Class A partnership units.

Professional Partners is controlled by Professionals GP.

Each share of Class B-1 common stock has ten votes.

Concurrently with an exchange of PWP OpCo Class A partnership units for shares of Class A common stock or cash by a PWP OpCo unitholder who also holds shares of Class B-1 common stock, such PWP OpCo unitholder will be required to surrender to the Company a number of shares of Class B-1 common stock equal to the number of PWP OpCo Class A partnership units exchanged, and such shares will be converted into shares of Class A common stock or cash (at the Company’s option) which will be delivered to such PWP OpCo unitholder (at the Company’s option) at a conversion rate of 1:1000 (or 0.001).

Professionals GP is the general partner of Professional Partners.

There is a committee of limited partners at Professionals GP, comprised of our non-independent directors, that has voting and dispositive power over the securities held by Professional Partners.

Weinberg, in his capacity as Chief Executive Officer, is the chair of such committee and has certain rights with respect to the constitution of the committee.

The members of the committee disclaim beneficial ownership of the securities held by Professional Partners, except to the extent of their pecuniary interest therein.

(11) This number excludes 1,122,264 shares of our Class A common stock that may be issuable upon redemption of the 1,122,264 PWP 780 PWP OpCo Class A partnership units held by TWCL US Inc.

(12) This number excludes 841,780 shares of our Class A common stock that may be issuable upon redemption of the 841,780 PWP 780 PWP OpCo Class A partnership units held by Red Hook Capital LLC.

(13) Includes 841,780 shares of our Class A common stock that may be issuable upon redemption of the 841,780 PWP OpCo Class A partnership units that are held directly by Red Hook Capital LLC (“Red Hook”) over which Mr.

Weinberg has shared voting and dispositive power through his shared control of Rosedale Partners LLC, the sole member of Red Hook.

Weinberg holds or will hold on a fully-vested basis within sixty (60) days, 1,412,623 partnership units of Professional Partners that may be redeemed for 1,412,623 PWP OpCo Class A partnership units that are held by Professional Partners on behalf of Peter A.

Weinberg and exchanged for 1,412,623 shares of our Class A common stock.

These shares of our Class A common stock represent approximately 2.0% of the shares of our Class A common stock that would be outstanding if all outstanding such vested partnership units of Professional Partners were exchanged for PWP OpCo Class A partnership units, and such PWP OpCo Class A partnership units were then exchanged, together with an equal number of Class B-1 common stock, for our Class A common stock.

Weinberg would hold on a fully-vested basis, 3,397,036 partnership units of Professional Partners that may be redeemed for 3,397,036 PWP OpCo Class A partnership units that are held by Professional Partners on behalf of Mr.

Weinberg and exchanged for 3,397,036 shares of our Class A common stock.

These shares of our Class A common stock represent approximately 3.6% of the shares of our Class A common stock that would be outstanding if all outstanding such vested and unvested partnership units of Professional Partners were exchanged for PWP OpCo Class A partnership units, and such PWP OpCo Class A partnership units were then exchanged, together with an equal number of Class B-1 common stock, for our Class A common stock.

(14) This number excludes 4,058,854 shares of our Class A common stock that may be issuable upon the exchange of 4,058,854 PWP OpCo Class A partnership units that are held by Professional Partners on behalf of Joseph R.

Perella that Mr.

Perella may receive upon redemption of 4,058,854 partnership units of Professional Partners that Mr.

Perella holds or will hold upon on a fully-vested basis within sixty (60) days.

These shares of our Class A common stock represent approximately 5.8% of the shares of our Class A common stock that would be outstanding if all outstanding such vested partnership units of Professional Partners were exchanged for PWP OpCo Class A partnership units, and such PWP OpCo Class A partnership units were then exchanged, together with an equal number of Class B-1 common stock, for our Class A common stock.

Perella would hold on a fully-vested basis, 4,058,854 partnership units of Professional Partners that may be redeemed for 4,058,854 PWP OpCo Class A partnership units that are held by Professional Partners on behalf of Mr.

Perella and exchanged for 4,058,854 shares of our Class A common stock.

These shares of our Class A common stock represent approximately 4.4% of the shares of our Class A common stock that would be outstanding if all outstanding such vested and unvested partnership units of Professional Partners were exchanged for PWP OpCo Class A partnership units, and such PWP OpCo Class A partnership units were then exchanged, together with an equal number of Class B-1 common stock, for our Class A common stock.

(15) This number excludes 708,437 shares of our Class A common stock that may be issuable upon the exchange of 708,437 PWP OpCo Class A partnership units that are held by Professional Partners on behalf of Robert K.

Steel that Mr.

Steel may receive upon redemption of 708,437 partnership units of Professional Partners that Mr.

Steel holds or will hold upon on a fully-vested basis within sixty (60) days.

These shares of our Class A common stock represent approximately 1.0% of the shares of our Class A common stock that would be outstanding if all outstanding such vested partnership units of Professional Partners were exchanged for PWP OpCo Class A partnership units, and such PWP OpCo Class A partnership units were then exchanged, together with an equal number of Class B-1 common stock, for our Class A common stock.

Steel would hold on a fully-vested basis, 970,582 partnership units of Professional Partners that may be redeemed for 970,582 PWP OpCo Class A partnership units that are held by Professional Partners on behalf of Mr.

Steel and exchanged for 970,582 shares of our Class A common stock.

These shares of our Class A common stock represent approximately 1.0% of the shares of our Class A common stock that would be outstanding if all outstanding such vested and unvested partnership units of Professional Partners were exchanged for PWP OpCo Class A partnership units, and such PWP OpCo Class A partnership units were then exchanged, together with an equal number of Class B-1 common stock, for our Class A common stock.

(16) This number excludes 206,065 shares of our Class A common stock that may be issuable upon the exchange of 206,065 PWP OpCo Class A partnership units that are held by Professional Partners on behalf of Gary S.

Barancik that Mr.

Barancik may receive upon redemption of 206,065 partnership units of Professional Partners that Mr.

Barancik holds or will hold upon on a fully-vested basis within sixty (60) days.

These shares of our Class A common stock represent approximately 0.3% of the shares of our Class A common stock that would be outstanding if all outstanding such vested partnership units of Professional Partners were exchanged for PWP OpCo Class A partnership units, and such PWP OpCo Class A partnership units were then exchanged, together with an equal number of Class B-1 common stock, for our Class A common stock.

Barancik would hold on a fully-vested basis, 727,936 partnership units of Professional Partners that may be redeemed for 727,936 PWP OpCo Class A partnership units that are held by Professional Partners on behalf of Mr.

Barancik and exchanged for 727,936 shares of our Class A common stock.

These shares of our Class A common stock represent approximately 0.8% of the shares of our Class A common stock that would be outstanding if all outstanding such vested and unvested partnership units of Professional Partners were exchanged for PWP OpCo Class A partnership units, and such PWP OpCo Class A partnership units were then exchanged, together with an equal number of Class B-1 common stock, for our Class A common stock.

(17) This number excludes 767,301 shares of our Class A common stock that may be issuable upon the exchange of 767,301 PWP OpCo Class A partnership units that are held by Professional Partners on behalf of Dietrich Becker that Mr.

Becker may receive upon redemption of 767,301 partnership units of Professional Partners that Mr.

Becker holds or will hold upon on a fully-vested basis within sixty (60) days.

These shares of our Class A common stock represent approximately 1.1% of the shares of our Class A common stock that would be outstanding if all outstanding such vested partnership units of Professional Partners were exchanged for PWP OpCo Class A partnership units, and such PWP OpCo Class A partnership units were then exchanged, together with an equal number of Class B-1 common stock, for our Class A common stock.

Becker would hold on a fully-vested basis, 2,305,132 partnership units of Professional Partners that may be redeemed for 2,305,132 PWP OpCo Class A partnership units that are held by Professional Partners on behalf of Mr.

Becker and exchanged for 2,305,132 shares of our Class A common stock.

These shares of our Class A common stock represent approximately 2.5% of the shares of our Class A common stock that would be outstanding if all outstanding such vested and unvested partnership units of Professional Partners were exchanged for PWP OpCo Class A partnership units, and such PWP OpCo Class A partnership units were then exchanged, together with an equal number of Class B-1 common stock, for our Class A common stock.

(18) This number excludes 903,790 shares of our Class A common stock that may be issuable upon the exchange of 903,790 PWP OpCo Class A partnership units that are held by Professional Partners on behalf of Andrew Bednar that Mr.

Bednar may receive upon redemption of 903,790 partnership units of Professional Partners that Mr.

Bednar holds or will hold upon on a fully-vested basis within sixty (60) days.

These shares of our Class A common stock represent approximately 1.3% of the shares of our Class A common stock that would be outstanding if all outstanding such vested partnership units of Professional Partners were exchanged for PWP OpCo Class A partnership units, and such PWP OpCo Class A partnership units were then exchanged, together with an equal number of Class B-1 common stock, for our Class A common stock.

Bednar would hold on a fully-vested basis, 2,305,132 partnership units of Professional Partners that may be redeemed for 2,305,132 PWP OpCo Class A partnership units that are held by Professional Partners on behalf of Mr.

Bednar and exchanged

for 2,305,132 shares of our Class A common stock.

(19) This number excludes 46,371 shares of our Class A common stock that may be issuable upon the exchange of 46,371 PWP OpCo Class A partnership units that are held by Professional Partners on behalf of Vladimir Shendelman that Mr.

Shendelman may receive upon redemption of 46,371 partnership units of Professional Partners that Mr.

Shendelman holds or will hold upon on a fully-vested basis within sixty (60) days.

These shares of our Class A common stock represent approximately 0.1% of the shares of our Class A common stock that would be outstanding if all outstanding such vested partnership units of Professional Partners were exchanged for PWP OpCo Class A partnership units, and such PWP OpCo Class A partnership units were then exchanged, together with an equal number of Class B-1 common stock, for our Class A common stock.

Shendelman would hold on a fully-vested basis, 485,291 partnership units of Professional Partners that may be redeemed for 485,291 PWP OpCo Class A partnership units that are held by Professional Partners on behalf of Mr.

Shendelman and exchanged for 485,291 shares of our Class A common stock.

These shares of our Class A common stock represent approximately 0.5% of the shares of our Class A common stock that would be outstanding if all outstanding such vested and unvested partnership units of Professional Partners were exchanged for PWP OpCo Class A partnership units, and such PWP OpCo Class A partnership units were then exchanged, together with an equal number of Class B-1 common stock, for our Class A common stock.

(20) Interests include shares held directly by Sponsor and indirectly by Cohen Sponsor Interests IV, LLC (“Manager”).

Cohen and DGC Family FinTech Trust (the “Trust”) are members of FinTech Masala Advisors IV, LLC.

Cohen and the Trust are indirect owners of Manager.

Cohen disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

Securities Authorized for Issuance under Equity Compensation Plans

The information required under “Securities Authorized for Issuance under Equity Compensation Plans” by this Item 12 will be included in our definitive Proxy Statement for our 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, 2021 and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

Policy and Procedures for Related Person Transactions

Our board of directors has adopted a written statement of policy regarding transactions with related persons, which we refer to as our "related person policy." Our related person policy requires that a "related person" (as defined in paragraph (a) of Item 404 of Regulation S-K) must promptly disclose to our General Counsel any "related person transaction" (defined as any transaction that is anticipated to be reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest) and all material facts with respect thereto.

The General Counsel will then promptly communicate that information to our board of directors.

No related person transaction will be executed without the approval or ratification of our board of directors or a duly authorized committee of our board of directors.

It is our policy that directors interested in a related person transaction will recuse themselves from any vote on a related person transaction in which they have an interest.

FTIV Related Party Transactions

Founder Shares and Placement Units

In November 2018, the Sponsor purchased 7,382,500 Founder Shares for an aggregate purchase price of $25,000.

FTIV effected a 1.3333333-for-1 forward stock split in June 2019.

On August 10, 2020, 1,973,333 Founder Shares were contributed back to capital, and, as a result, the initial stockholders held 7,870,000 Founder Shares.

The number of Founder Shares was determined based on the expectation that the Founder Shares would represent 25% of the aggregate of the Founder Shares, the Placement Shares (as defined below) and the issued and outstanding public shares after the IPO.

The Founder Shares represented 100% of the issued and outstanding shares of Class B common stock.

Certain of FTIV's former officers and directors, including Betsy Z.

Cohen, Daniel G.

Cohen, James J.

McEntee, III, Laura S.

Kohn, Jan Rock Zubrow, Madelyn Antoncic and Brittain Ezzes, had a direct or indirect economic interest in the Sponsor.

In connection with the Business Combination, the Sponsor forfeited 1,023,333 Founder Shares.

The remaining Founder Shares automatically converted into shares of our Class A common stock at the time of the closing of the Business Combination.

We also refer to the shares of Class A common stock that they converted into upon the consummation of the Business Combination as the "Founder Shares."

FTIV's initial stockholders agreed not to transfer, assign or sell any of their Founder Shares (except to permitted transferees) (i) with respect to 25% of such shares, until consummation of an initial business combination, (ii) with respect to 25% of such shares, until the closing price of our Class A common stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of an initial business combination, (iii) with respect to 25% of such shares, until the closing price of our Class A common stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of an initial business combination, and (iv) with respect to 25% of such shares, until the closing price of our Class A common stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of an initial business combination or earlier, in any case, if, following a business combination, FTIV completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of FTIV's stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Notwithstanding the foregoing, in connection with an initial business combination, the initial holders may transfer, assign or sell their Founder Shares with FTIV's consent to any person or entity that agrees in writing to be bound by the transfer restrictions set forth in the prior sentence.

The transfer restrictions have been amended by the Sponsor Share Surrender and Share Restriction Agreement, as amended.

See " —Sponsor Share Surrender and Share Restriction Agreement " below for a description of these transfer restrictions.

Simultaneously with the IPO, the Sponsor purchased an aggregate of 610,000 placement units (at a price of $10.00 per unit (or an aggregate purchase price of $6,100,000)).

Each placement unit consists of one Placement Share and one-third of one Private Placement Warrant to purchase one share of Class A common stock exercisable at $11.50.

We refer to the 610,000 shares of Class A common stock underlying the 610,000 units that were initially issued to the Sponsor in a private placement simultaneously with the closing of the IPO as the “Placement Shares.”

The Private Placement Warrants are identical to the Public Warrants included in the units sold in the IPO, except that if held by the Sponsor or their permitted transferees, (i) they will not be redeemable by the Company, (ii) they (including the Class A common stock issuable upon exercise of these Warrants) could not, subject to certain limited exceptions, be transferred, assigned or sold until July 24, 2021, 30 days after the closing of the Business Combination, and (iii) they may be exercised by the holders on a cashless basis.

Promissory Note and Advance—Related Party

On June 12, 2019, as amended on August 5, 2020, FTIV issued a promissory note to the Sponsor, pursuant to which the Sponsor agreed to loan FTIV up to an aggregate of $500,000 to be used for the payment of costs related to the IPO.

The promissory note was non-interest bearing, unsecured and due on the earlier of December 31, 2020 or the completion of the IPO.

The outstanding balance under the promissory note of $90,869 was repaid at the closing of the IPO on September 29, 2020.

Administrative Services

Commencing on September 25, 2020, FTIV paid an amount equal to $20,000 per month to its Sponsor or their affiliate for office space, administrative and shared personnel support services provided to FTIV pursuant to an administrative services agreement.

The agreement was terminated in connection with the closing of the Business Combination.

Registration Rights

Pursuant to a registration

rights agreement entered into on September 24, 2020, the holders of the Founder Shares, Private Placement Units (including securities

contained therein) and the units that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common

stock issuable upon the exercise of the Private Placement Warrants or the warrants included in the units issued upon conversion

of the Working Capital Loans) will be entitled to registration rights requiring the Company to register such securities for resale

(in the case of the Founder Shares, only after conversion to Class A common stock).

The holders of these securities will be entitled

to make up to three demands, excluding short form demands, that the Company register such securities.

In addition, the holders

will have certain “piggy-back”

registration rights with respect to registration statements filed subsequent to the

completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule

415 under the Securities Act.

The Company will bear the expenses incurred in connection with the filing of any such registration

Underwriting Agreement

Cantor Fitzgerald

and Wells Fargo Securities, LLC, as representatives of the several underwriters, are entitled to a deferred fee of $9,800,000.

The deferred fee will become payable to the representatives from the amounts held in the Trust Account solely in the event that

the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Business Combination Agreement

On December 29,

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

the Company, FinTech Investor Holdings IV, LLC, a Delaware limited liability company, Fintech Masala Advisors, LLC, a Delaware

limited liability company (together with FinTech Investor Holdings IV, LLC, the “Sponsor”), PWP, PWP GP LLC, a Delaware

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

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

liability company and the general partner of Professionals (“Professionals GP”) pursuant to which, among other things,

the Company will acquire interests in PWP, which will become jointly-owned by the Company, Professionals, and certain existing

partners of PWP and following the Closing will serve as the Company’s operating partnership as part of an umbrella limited

partnership C-corporation (Up-C) structure.

Pursuant to the Business Combination Agreement, subject to certain

conditions set forth therein, in connection with the closing of the transactions contemplated by the Business Combination Agreement

(the “Closing”):

the Company will acquire newly-issued common units of PWP in exchange for cash in an amount equal to the outstanding excess cash balances of the Company (including the proceeds from the PIPE Investment (as defined below)) as of Closing net of redemptions elected by the Company’s public stockholders pursuant to their redemption rights described below (such aggregate outstanding cash balances, “Company Cash”), with the number of such interests to be issued to be calculated based on the formula set forth on Schedule C to the Business Combination Agreement;

FINTECH ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

Professionals will contribute the equity interests of PWP GP, the general partner of PWP, to the Company;

the Company will issue (A) to Professionals, new shares of Class B-1 common stock, which will have 10 votes per share (for so long as Professionals or its limited partners as of the Closing maintain ownership of at least 10% of the issued and outstanding Class A common units of PWP, otherwise such Class B-1 common stock shall have one vote per share) and (B) to investor limited partners of PWP, new shares of Class B-2 common stock, which will have one vote per share, with the number of shares of such common stock to be issued to equal the number of common units of PWP that will be held by Professionals and such investor limited partners, respectively, following the Closing;

the Company will repay certain indebtedness of PWP, pay certain expenses, retain up to $10 million of cash on its balance sheet, and subject to the availability of transaction proceeds, the Company will first redeem certain limited partnership interests held by certain electing third party investor limited partners of PWP and second redeem certain electing non-working limited partners of Professionals (collectively with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).

The Closing is subject to the satisfaction of customary conditions

as set forth in the Business Combination Agreement.

Private Placement Subscription Agreements

On December 29,

2020, concurrently with the execution of the Business Combination Agreement, the Company also entered into subscription

agreements (“Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”)

pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for

12,500,000 shares of the Company’s Class A common stock for an aggregate purchase price equal to $125,000,000 (the

“PIPE Investment”), a portion of which is expected to be funded by one or more affiliates of the Sponsor.

PIPE Investment will be consummated substantially concurrently with the closing of the Business Combination.

STOCKHOLDERS’

Preferred Stock

The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such

designations, rights and preferences as may be determined from time to time by the Company’s Board of Directors.

At December 31,

2020 and, 2019 there were no shares of preferred stock issued or outstanding.

Class A Common

Stock —

The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001

Holders of Class A common stock are entitled to one vote for each share.

At December 31, 2020, there were 2,025,237

shares of Class A common stock issued and outstanding, excluding 21,584,763 shares of Class A common stock subject to possible

At December 31, 2019, there were no shares of Class A common stock issued or outstanding.

Class B Common

Stock —

On June 13, 2019, the Company filed an amendment to its Certificate of Incorporation.

The Company is authorized

to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share.

Holders of the Company’s Class

B common stock are entitled to one vote for each common share.

At December 31, 2020 and 2019 there were 7,870,000 shares

of Class B common stock issued and outstanding.

Holders of Class B

common stock will vote on the election of directors prior to the consummation of a Business Combination.

Holders of Class A common

stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except

as required by law.

The shares of Class

B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one

basis, subject to adjustment.

In the case that additional shares of Class A common stock or equity-linked securities are issued

or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination,

the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the

holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such

issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class

B common stock will equal, in the aggregate, on an as-converted basis, 25% of the sum of the total number of all shares of common

stock issued and outstanding upon completion of the Business Combination, including Private Placement Shares, plus all shares of

Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding

any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination).

Public Warrants may only be exercised for a whole number of shares.

No fractional shares will be issued upon exercise of

the Public Warrants.

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business

Combination or (b) 12 months from the closing of the Initial Public Offering.

The Public Warrants will expire five years after

the completion of a Business Combination or earlier upon redemption or liquidation.

FINTECH ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

The Company will not

be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle

such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common

stock underlying the Public Warrants is then effective and a current prospectus relating thereto is available, subject to the Company

satisfying its obligations described below with respect to registration.

No Public Warrant will be exercisable and the Company

will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares

upon such exercise has been registered, qualified or deemed exempt under the securities laws of the state of residence of the exercising

The Company has

agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination,

it will use its best efforts to file with the SEC a registration statement covering the issuance, under the Securities Act,

of the Class A common stock issuable upon exercise of the Public Warrants.

The Company will use its best efforts to cause the

same to become effective within 60 business days after the closing of the Business Combination and to maintain the

effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public

Warrants in accordance with the provisions of the warrant agreement.

Notwithstanding the above, if the shares of Class A

common stock are, at the time of any exercise of a Public Warrant, not listed on a national securities exchange such that

they satisfy the definition of a “covered security”

under Section 18(b)(1) of the Securities Act, the Company

may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless

in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company

will not be required to file or maintain in effect a registration statement, but will use its best efforts to register or

qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of

Warrants for Cash .

The Company may redeem the Public Warrants:

in whole and not in part;

at a price of $0.01 per warrant;

upon not less than 30 days’

prior written notice of redemption to each warrant holder;

if, and only if, the reported last sale price of the Company’s 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 three business days prior to the date on which the Company sends the notice of redemption to the warrant holders.

If and when the warrants

become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the

underlying securities for sale under all applicable state securities laws.

If the Company calls

the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public

Warrants to do so on a “cashless basis,”

as described in the warrant agreement.

The exercise price and number of shares

of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event

of a stock dividend, or recapitalization, reorganization, merger or consolidation.

Additionally, in no event will the Company be

required to net cash settle the warrants.

In addition, if (x)

the Company issues additional Class A common stock or equity-linked securities for capital raising purposes in connection

with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A common

stock (with such issue price or effective issue price to be determined in good faith by the Company and, in the case of any such

issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the 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 a Business

Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average

trading price of its Class A common stock during the 20 trading day period starting on the trading day prior to the day on which

the Company consummates its 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.

The Private Placement

Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private

Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable,

assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Additionally,

the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees.

the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants

will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

FINTECH ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

The Company’s net deferred tax assets

are as follows:

As of December 31,

Deferred tax asset

Net operating loss carryforward

Organizational costs/Startup expenses

Total deferred tax asset

Valuation allowance

Deferred tax asset, net

The income tax provision consists of the

As of December 31,

Change in valuation allowance

Income tax provision

As of December 31,

2020 and 2019, the Company had $49,805 and $0, respectively, of U.S.

federal net operating loss carryovers available to offset

future taxable income.

In assessing the realization

of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax

assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable

income during the periods in which temporary differences representing net future deductible amounts become deductible.

considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making

this assessment.

After consideration of all of the information available, management believes that significant uncertainty exists

with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.

years ended December 31, 2020 and 2019, the change in the valuation allowance was $214,048 and $0, respectively.

A reconciliation of the federal income

tax rate to the Company’s effective tax rate is as follows:

of December 31,

Statutory federal income tax rate

Change in valuation allowance

Income tax provision

The Company files

income tax returns in the U.S.

federal jurisdiction in various state and local jurisdictions and is subject to examination by the

various taxing authorities.

FINTECH ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC

820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial

assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial

assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with

the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants

at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize

the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal

assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify

assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.

At December 31, 2020,

assets held in the Trust Account were comprised of $230,005,861 in U.S.

Treasury securities.

During the year ended December 31,

2020, the Company did not withdraw any interest income from the Trust Account.

The following table

presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020

and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Marketable securities held in Trust Account –

Treasury Securities Money Market Fund

FTIV's initial stockholders were entitled to registration rights pursuant to a registration rights agreement, which was amended and restated in connection with the Business Combination.

The Amended and Restated Registration Rights Agreement grants the RRA Parties certain registration rights with respect to their registrable securities.

For additional information, see "—PWP Related Party Transactions—Amended and Restated Registration Rights Agreement " below.

Stockholders Agreement

In connection with the Business Combination, certain individuals entered into the Stockholders Agreement.

For additional information, see " —PWP Related Party Transactions—Right of Professional Partners and Stockholders Agreement " below.

Support Agreement

Concurrently with the execution of the Business Combination Agreement, FTIV entered into a Support Agreement with (i) the Sponsor, (ii) PWP OpCo, PWP GP, Professional Partners, Professionals GP (together, the "PWP Entities" and individually, a “PWP Entity”), and (iii) the equity holders of the PWP Entities (together with Sponsor and the PWP Entities, "Voting Parties"), pursuant to which the Voting Parties agreed to vote or cause to be voted all FTIV voting shares and all PWP Entities voting interests that they beneficially own (i) in favor of (A) the Business Combination and the Business Combination Agreement;

(B) an amendment of Perella Weinberg Partners' governing documents to extend the outside date for consummating the Business Combination, if applicable;(C) the reorganization of Professional Partners, immediately prior to, and contingent upon, the consummation of the Business Combination;

and (ii) against (A) any action, proposal, transaction or agreement that could result in a breach under the Business Combination Agreement;

(B) any proposal or offer from any Person (other than FTIV, the PWP Entities or any of their Affiliates) concerning any business combination transaction involving, or the issuance or acquisition of equity securities of, FTIV or the PWP Entities;

and (C) any action, proposal, transaction or agreement that could adversely affect the timely consummation of the Business Combination or the fulfillment of any FTIV's and the PWP Entities' conditions under the Business Combination Agreement or change in any manner the voting rights of any class of shares of FTIV or the PWP Entities.

The Support Agreement also provides that each holder of PWP Entities voting interests appoints Andrew Bednar and Gary Barancik, and each holder of FTIV common stock appoints Daniel G.

Cohen and James J.

McEntee, III, and each of them individually, as its proxies and attorneys-in-fact, to vote or act by written consent in accordance with the Support Agreement during the term thereof.

Subscription Agreements

Concurrently with the execution of the Business Combination Agreement, we entered into Subscription Agreements with the PIPE Investors, pursuant to which certain affiliates of FTIV subscribed for shares of our Class A common stock in connection with the PIPE Investment.

The PIPE Investment was consummated in connection with the closing of the Business Combination, pursuant to which FM PWP Pipe Sponsor, LLC, an entity that is managed by Cohen Sponsor Interests IV, LLC and affiliated with the Sponsor, purchased 150,000 PIPE Shares for an aggregate purchase price of $1,500,000.

The shares of Class A common stock issued in connection with the Subscription Agreements were not registered under the Securities Act, and were issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

The Subscription Agreements for the Non-Sponsor PIPE Investors, and other than the subscribing Perella Weinberg Partners executives, provide for certain registration rights.

In particular, we were required to, as soon as practicable but no later than 30 calendar days following the closing date of the Business Combination file with the SEC (at our sole cost and expense) a registration statement registering the resale of such shares, and use our commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof.

We filed the registration statement on July 15, 2021, which was declared effective on July 26, 2021.

Such registration statement is required to be kept effective for at least three years after effectiveness or, if earlier, until either (i) the shares thereunder have been sold by the Non-Sponsor PIPE Investors or (ii) the shares may be sold without restriction under Rule 144 promulgated under the Securities Act.

Sponsor Share Surrender and Share Restriction Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, the Sponsor entered into a Sponsor Share Surrender and Share Restriction Agreement with FTIV, PWP OpCo and the other parties to that certain letter agreement, dated as of September 24, 2020, by and among the Sponsor, FTIV and such other parties, and on May 4, 2021 the parties to the Sponsor Share Surrender and Share Restriction Agreement entered into an amendment thereto.

Pursuant to the Sponsor Share Surrender and Share Restriction Agreement, as amended, the Sponsor, concurrently with the Closing, forfeited an aggregate of 1,023,333 shares of Class B common stock for no consideration and agreed that the 610,000 Placement Shares and 6,846,667 Founder Shares held by it would be subject to transfer restrictions for six months following the Closing, which expired on December 24, 2021, and that 80% of the Founder Shares held by it will be subject to transfer restrictions based on certain closing share price thresholds of our Class A common stock for 20 out of any 30 consecutive trading days, specifically:

• 610,000 Placement Shares and 1,369,334 Founder Shares were not transferable or salable until the date that is the six-month anniversary of the Closing, or December 24, 2021 (the "6-Month Anniversary");

• 1,369,334 Founder Shares were not transferable or salable until the later of (x) the 6-Month Anniversary and (y) the earlier of (A) the ten-year anniversary of the Closing (the "10-Year Anniversary") and (B) the date that is 15 days following the first date that the closing share price is greater than $12.00 per share for any 20 out of 30 consecutive trading days;

• 1,369,333 Founder Shares were not transferable or salable until the later of (x) the 6-Month Anniversary and (y) the earlier of (A) the 10-Year Anniversary and (B) the first date that the closing share price is greater than $13.50 per share for any 20 out of 30 consecutive trading days;

• 1,369,333 Founder Shares shall not be transferable or salable until the later of (x) the 6-Month Anniversary and (y) the earlier of (A) the 10-Year Anniversary and (B) the date that is 15 days following the first date that the closing share price is greater than $15.00 per share for any 20 out of 30 consecutive trading days (collectively, the “$15 Threshold”);

• 1,369,333 Founder Shares shall not be transferable or salable until the later of (x) the 6-Month Anniversary and (y) the earlier of (A) the 10-Year Anniversary and (B) the first date that the closing share price is greater than $17.00 per share for any 20 out of 30 consecutive trading days (collectively, the “$17 Threshold”).

As of December 24, 2021, the 6-Month Anniversary, all of the Placement Shares and 3,108,001 of the Founder Shares are no longer subject to the transfer restrictions set forth above.

In connection with the Sponsor Distribution, the Sponsor distributed 5,456,667 shares of Class A common stock to its members, 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 is met.

1,738,680 of the shares distributed in the Sponsor Distribution remain subject to transfer restrictions until the $15 Threshold or the $17 Threshold, as applicable, is met.

In addition, pursuant to the Sponsor Share Surrender and Share Restriction Agreement, if, prior to the fourth anniversary of the Closing, the closing share price is greater than $12.00 per share or $15.00 per share for any period of 20 out of 30 consecutive trading days (each a "Trigger Date"), then, during the 15 day period following such Trigger Date, the Company shall have the right to purchase from the Sponsor up to 1,000,000 Founder Shares, in aggregate, per Trigger Date for a purchase price of $12.00 per share or $15.00 per share, respectively, by providing written notice of such repurchase election to the Sponsor, and such repurchase shall be consummated within five business days after the date of such written notice.

On August 9, 2021, the Company repurchased 1,000,000 Founder Shares at a purchase price of $12.00 per share.

PWP Related Party Transactions

Amended and Restated Registration Rights Agreement

In connection with the Closing, we entered into the Amended and Restated Registration Rights Agreement, with the Sponsor, Professional Partners, and the third party ILPs under the limited partnership agreement of PWP OpCo, pursuant to which the RRA Parties will be entitled to registration rights in respect of certain shares of our Class A common stock, par value $.0001 per share and certain of our other equity securities that are held by the RRA Parties from time to time.

The Amended and Restated Registration Rights Agreement provides that we will as soon as practicable but no later than 30 business days following the closing date of the Business Combination, file with the SEC a shelf registration statement pursuant to Rule 415 under the Securities Act registering the resale of certain shares of our Class A common stock and certain of our other equity securities held by the RRA Parties and will use our commercially reasonable efforts to have such shelf registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day following the actual filing date (or the 80th calendar day following the actual filing date if the SEC notifies us that it will "review" such registration statement) and (ii) the fifth business day after the date we are notified in writing by the SEC that such registration statement will not be "reviewed" or will not be subject to further review.

Pursuant to the terms of the Amended and Restated Registration Rights Agreement, in July 2021, we filed with the SEC 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.

Each of the Sponsor, Professional Partners, the ILPs and their respective transferees are entitled to certain demand registration rights in connection with an underwritten shelf takedown offering, in each case subject to certain offering thresholds, applicable lock-up restrictions, issuer suspension periods and certain other conditions.

The Sponsor and their permitted transferees are limited to three demand registrations and the ILPs and their permitted transferees are limited to one demand registration, in each case, for the term of the Amended and Restated Registration Rights Agreement.

Professional Partners and its permitted transferees are limited to four demand registrations per twelve-month period.

In addition, the RRA Parties have certain "piggy-back" registration rights, subject to customary underwriter cutbacks, issuer suspension periods and certain other conditions.

The Amended and Restated Registration Rights Agreement includes customary indemnification provisions.

The Company will bear the expenses incurred in connection with the filing of any registration statements filed pursuant to the terms of the Amended and Restated Registration Rights Agreement, including the fees of one legal counsel to each of the Sponsor, Professional Partners and the ILPs.

Right of Professional Partners and Stockholders Agreement

On the Closing Date, the Company and Professional Partners entered into the Stockholders Agreement, pursuant to which, for so long as the Class B Condition is satisfied, Professional Partners will have approval rights over the following actions:

(a) any incurrence of indebtedness (other than inter-company indebtedness) by the Company or any of its subsidiaries or controlled affiliates in an amount in excess of $25 million;

(b) any issuance by the Company or any of its subsidiaries or controlled affiliates of equity or equity-related securities (other than preferred stock) which would represent, after such issuance, or upon conversion, exchange or exercise, as the case may be, more than five percent (5%) of the total number of votes that may be cast in the election of directors of the Company, subject to certain limited exceptions;

(c) the authorization or issuance of any preferred stock by the Company or any of its subsidiaries or controlled affiliates;

(d) any equity or debt commitment to invest or investment or series of related equity or debt commitments to invest or investments by the Company or any of its subsidiaries or controlled affiliates in a person or group of related persons in an amount greater than $25 million;

(e) any entry by the Company or any of its subsidiaries or controlled affiliates into a new line of business that requires an initial investment in excess of $25 million;

(f) any disposition or divestment by the Company or any of its subsidiaries or controlled affiliates of any asset or business unit with a value in excess of $25 million;

(g) the adoption of a stockholder rights plan by the Company;

(h) any removal, change of duty or appointment of any officer of the Company that is, or would be, subject to Section 16 of the Exchange Act;

(i) any amendment to the Restated Certificate of Incorporation or Amended and Restated Bylaws of the Company;

(j) any amendment to the partnership agreement of PWP OpCo;

(k) the renaming of the Company;

(l) the adoption of the Company's annual budget and business plans and any material amendments thereto;

(m) the declaration and payment of any dividend or other distribution by the Company or any of its subsidiaries or controlled affiliates, subject to certain limited exceptions;

(n) the entry into any merger, consolidation, recapitalization, liquidation or sale of the Company or any of its subsidiaries or controlled affiliates or all or substantially all of the assets of the Company or any of its subsidiaries or controlled affiliates or consummation of a similar transaction (or series of related transactions), subject to certain limited exceptions, or entering into any agreement providing therefor;

(o) voluntarily initiating any liquidation, dissolution or winding up of the Company or PWP OpCo or permitting the commencement of a proceeding for bankruptcy, insolvency, receivership or similar action with respect to the Company or PWP OpCo or any of their subsidiaries or controlled affiliates;

(p) the entry into, termination of or material amendment of any material contract by the Company or any of its subsidiaries or controlled affiliates;

(q) the entry into any transaction, or series of similar transactions or contract, subject to certain limited exceptions, that would be required to be disclosed by the Company under Item 404 of Regulation S-K under the Exchange Act;

(r) the initiation or settlement of any material legal proceeding by the Company or any of its subsidiaries or controlled affiliates;

and (s) changes to the Company's taxable year or fiscal year.

Additionally, for so long as the Secondary Class B Condition is satisfied, Professional Partners will have approval rights over the following actions:

(a) any amendment to the Restated Certificate of Incorporation or Amended and Restated Bylaws of the Company that materially and adversely affects in a disproportionate manner the rights of Professional Partners or its limited partners;

and (b) any amendment to the PWP OpCo partnership agreement that materially and adversely affects in a disproportionate manner the rights of Professional Partners or its limited partners.

The effect of the agreement is that Professional Partners may maintain control over our significant corporate transactions even if it holds less than a majority of the combined total voting power of our shares of Class A and Class B common stock.

For so long as the Class B Condition is satisfied, Professional Partners will have the right to designate a number of directors equal to a majority of our board of directors.

After the Class B Condition is no longer satisfied, and for so long as 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.

Professional Partners will retain the right to remove any director previously designated by it, with or without cause, for so long as the Class B Condition or the Secondary Class B Condition is satisfied.

Additionally, for so long as the Class B Condition or the Secondary Class B Condition is satisfied, the Company and Professional Partners will take all reasonable actions within their respective control so as to cause the Company to continue in office not more than fifteen (15) directors (or such other number of directors as Professional Partners may agree to in writing).

The Stockholders Agreement will terminate once the Secondary Class B Condition is no longer satisfied.

Limited Partner Loan Guarantees

Group LP provides an unconditional guaranty (the "Guaranty") under a loan program (the "Loan Program") with the Program Lender, pursuant to which certain Limited Partners could obtain loans from the Program Lender to acquire additional equity interests in the PWP business.

The Loan Program is governed by a master agreement, entered into by Group LP and the Program Lender on February 3, 2016, and provides for a total aggregate principal amount of all loans under the Loan Program of $25 million.

The Guaranty is individual to each loan made under the Loan Program and, as to each such loan, remains effective until the indebtedness related to such loan is repaid.

The following table summarizes the principal terms of the loans issued under the Loan Program to related parties.

The loan issued to Mr.

Barancik was fully repaid (including principal and all accrued interest) on October 11, 2018.

The loan issued to Mr.

Shendelman was fully repaid (including principal and all accrued interest) on December 28, 2020.

Related party Issue date Principal amount Annual interest rate Maturity date

Gary Barancik (1)

February 26, 2016 — — March 1, 2023

Vladimir Shendelman (2)

June 1, 2016 — — June 1, 2023

_________________

Transfers to/from Levels 1, 2 and 3 are recognized at the end

of the reporting period.

There were no transfers between levels for the year ended December 31, 2020.

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events

and transactions that occurred after the balance sheet date up to the date that the financial statements were issued.

this review, except as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure

in the financial statements.

In March 2021, the underwriters and the Company entered into

an agreement that modified the existing September 24, 2020 Underwriting Agreement (see Note 6) by and among the Company and its

underwriters.

The agreement specifies that, upon the successful completion of the Business Combination Agreement (see Note

6), the deferred underwriter’s commission owed to Cantor Fitzgerald & Co.

will be reduced by $2,000,000 and that the

deferred underwriter’s commission owed to Wells Fargo Securities, LLC will be reduced by $1,000,000.

(1) The Loan issued to Mr.

Barancik was fully repaid (including principal and all accrued interest) on October 11, 2018, prior to which there was $132,156 amount outstanding, with an annual interest rate of 4.75% calculated as the Wall Street Journal Prime Rate minus 0.50%.

(2) The Loan issued to Mr.

Shendelman was fully repaid (including principal and all accrued interest) on December 28, 2020, prior to which there was $237,881 amount outstanding, with an annual interest rate of 2.75% calculated as the Wall Street Journal Prime Rate minus 0.50%.

Convertible Notes

Perella, PWP's Founding Partner, Director and Chairman Emeritus, Mr.

Steel, PWP's Partner, Director and Vice Chairman, Mr.

Weinberg, PWP's Founding Partner, Director, Chairman and Chief Executive Officer, and Andrew Bednar, PWP's Founding Partner, Director and Co-President, owned $350,000 principal amount of the Convertible Notes.

On February 28, 2019, in connection with the PWP Separation, PWP OpCo entered into a first amendment to the note purchasing agreement governing its Convertible Notes (the "NPA") reflecting the consent of the requisite holders of the Convertible Notes to the PWP Separation and a proposed reorganization and initial public offering of our advisory business ("PWP IPO") and making (i) related amendments to various restrictive covenants and related definitions in the NPA and (ii) related clarifications to the redemption and conversion provisions.

In connection with the first NPA amendment.

PWP OpCo also entered into letter agreements (the "2019 Letter Agreements") with holders representing approximately substantially all of the total outstanding $150 million aggregate principal amount of its Convertible Notes setting forth certain conversion and cash redemption rights with respect to the PWP IPO and related reorganization.

On July 31, 2020, PWP OpCo and the requisite holders of the Convertible Notes executed a second amendment to the NPA with respect to certain technical amendments relating to its financial covenants.

On December 29, 2020, PWP OpCo entered into a third amendment to the NPA reflecting the consent from the requisite holders of the Convertible Notes to the Business Combination and related internal reorganization steps that would be concurrently consummated and making (i) related amendments to various restrictive covenants and related definitions in the NPA and (ii) related clarifications to the redemption and conversion provisions.

In connection with the third NPA amendment PWP OpCo also entered into new letter agreements (the "2020 Letter Agreements") with all of the holders of the Convertible Notes (which amended and restated their existing 2019 Letter Agreements), pursuant to which all of the holders (the "Redeeming Holders") agreed to collectively tender for redemption $150 million aggregate principal amount of their Convertible Notes (such Convertible Notes, the "Redeemed Notes") for cash, pursuant to the terms described below.

Pursuant to the terms of the 2020 Letter Agreements, the Redeeming Holders also agreed not to convert their Convertible Notes in connection with the Business Combination.

Upon consummation of the Business Combination, the Company redeemed the Convertible Notes for $161.6 million, which included the total outstanding $150.0 million aggregate principal, an applicable premium for Redeeming Holders owning at least $5.0 million of principal, and accrued and unpaid interest.

Redemption Rights

Pursuant to the terms of the 2020 Letter Agreements, the Redeeming Holders received on the closing date of the Business Combination a redemption price equal to 100% of the principal amount (plus, with respect to any Redeeming Holder owning at least $5.0 million principal amount of Convertible Notes, an applicable premium based on a discounted U.S.

treasury rate), and accrued and unpaid interest to, but excluding, the closing date of the Business Combination with respect to the Redeemed Notes.

Restrictive Covenants of Professional Partner's Limited Partners

Professional Partner's limited partners are subject to certain restrictive covenants set forth in the fourth amended and restated limited partnership agreement of Professional Partners, including (i) perpetual confidentiality obligations, subject to certain limited exceptions, (ii) 180-day post-termination client and customer non-solicitation restrictions following a termination for cause or any resignation without good reason, (iii) post-termination investor non-solicitation restrictions following a termination for cause or any resignation without good reason for (x) 180 days with respect to any limited partner of Professional Partners, PWP Capital or PWP OpCo, and their respective subsidiaries and successors and assigns or (y) one year with respect to any limited partner, investor, prospective limited partner or investor of investment funds sponsored by a PWP Entity (as defined below), (iv) one-year post-termination employee non-solicitation restrictions following any termination and (v) perpetual non-disparagement obligations.

In addition, in the event that the limited partner resigns without good reason and competes with the PWP Entities within one year following the resignation, or breaches any other applicable written covenant between any PWP Entity and the limited partner, then any common units in Professional Partners held by such limited partner will be forfeited on the date of such breach.

Repurchase of Class A Common Stock

On August 9, 2021, the Company repurchased 1,000,000 Founder Shares from the Sponsor at $12.00 per share for a total purchase price of $12.0 million.

UK ACU Reimbursement Agreement

In September 2021, Perella Weinberg UK Limited, Professional Partners and certain partners (including one partner who serves as a Company director and co-president) entered into a reimbursement agreement, pursuant to which such partners directed Professional Partners to pay distributions related to their ACUs first to a subsidiary of the Company, so that the subsidiary can make employment income tax payments on such distributions to the appropriate non-US authorities and then pay the balance to such parties.

Agreements with PWP Capital

Transition Services Agreement

PWP is party to the TSA with PWP Capital.

Under the TSA, PWP agreed to provide certain corporate, healthcare, benefits and technology services to PWP Capital, and PWP Capital agreed to provide certain corporate, technology and human resource services to PWP.

Either party to the TSA may terminate the agreement solely as it applies to the services it receives under the agreement with 90 days prior written notice.

The agreement may also be terminated as it applies to any services provided or received with the mutual written consent of both parties.

Under the TSA, each party is entitled to use the services provided to it for a fixed term established on a service-by-service basis, which term will be extended until terminated by the provider of the applicable service.

Generally, each party will indemnify the other party and its respective directors, officers, employees, agents, consultants and contractors against losses relating to third party claims resulting from the transitional services.

Plans of Division and Master Separation Agreement

In connection with the PWP Separation, PWP entered into plans of division that identify the assets transferred and the liabilities assumed as part of the PWP Separation.

Specifically, the plans of division indicate that all liabilities primarily relating to, arising from or in connection with the advisory businesses of PWP OpCo prior to the PWP Separation are allocated to PWP OpCo.

Conversely, all liabilities primarily relating to, arising from or in connection with the asset management business are allocated to PWP Capital.

PWP is party to a master separation agreement with PWP Capital relating to the PWP Separation.

The agreement sets forth, among other things, the ongoing obligations of PWP OpCo and PWP Capital relating to the separation of the advisory and asset management businesses of PWP OpCo on February 28, 2019.

The master separation agreement provides for cross-indemnities that generally place the financial responsibility on PWP and its subsidiaries for all assets and liabilities associated with the advisory business and operations, and generally place on PWP Capital and its subsidiaries the financial responsibility for all assets and liabilities associated with the asset management business and operations.

Trademark License Agreement

PWP is party to a trademark license agreement with PWP Capital, under which PWP Capital will have the right to use certain trademarks owned by us and specified therein and that were in use by the PWP Capital business prior to the PWP Separation.

The licenses will be non-exclusive, non-transferable (except under certain conditions), non-sublicensable (except under certain conditions) and royalty-free.

The agreement will last for a period of at least one year, subject to automatic extension, and may be terminated by PWP in the event that PWP Capital becomes insolvent, makes an assignment for the benefit of its creditors or breaches the agreement and fails to cure such breach, or, if the NPA is no longer in effect, by PWP in its sole discretion upon 60 days' written notice to PWP Capital.

Sublease Agreement

In connection with the PWP Separation, PWP subleases a portion of its office space at its New York location to PWP Capital.

In December 2021, PWP executed a sublease amendment to extend the sublease term for 19 months to August 31, 2023 and to reduce the size of the subleased premises.

In accordance with the sublease, as amended, PWP Capital will pay to PWP a base rent of $38,440 per month and other lease related charges.

The sublease, as amended, does not include a renewal option and PWP has the right to terminate the sublease for any reason after giving 90 days prior written notice.

Other Agreements

We may enter into engagement letters to provide advisory, investment banking and other services to PWP Capital.

We may also enter into additional support and administration agreements with PWP Capital on arm's length terms.

From time-to-time, our asset management business may enter into compensation agreements with our employees, including Andrew Bednar or other officers and directors, to provide consultant and other services to our asset management business.

From time-to-time, we may make loans to or investments in sponsors and other related entities of special purpose acquisition vehicle companies, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction with one or more businesses, and our officers and directors may own equity interests in such special acquisition vehicle companies.

From time-to-time, we may make investments in one or more entities, which investments may permit multiple employees, officers or directors to make investments for the benefit of such employee, officer or director.

Future Internal Restructuring Transaction

Pursuant to the fourth amended and restated limited partnership agreement of Professional Partners, on or after December 1, 2023, Professionals GP may cause Professional Partners to divide into three limited partnerships and, following such division, cause one of such partnerships to merge with and into PWP OpCo (provided that such merger does not cause such limited partnership, PWP OpCo, the Company or its stockholders to recognize any gain under applicable federal and state tax laws).

Pursuant to the fourth amended and restated limited partnership agreement of Professional Partners and the PWP OpCo LPA, PWP GP has agreed to cause PWP OpCo to consummate such merger.

The merger is not expected to affect the respective rights or economic interests of us, PWP GP, any ILP or any limited partner of Professional Partners with respect to PWP OpCo.

Tax Receivable Agreement

In connection with the closing of the Business Combination, we entered into a Tax Receivable Agreement with PWP OpCo, Professional Partners and certain other persons party thereto.

The Tax Receivable Agreement generally provides for payment by the Company to the TRA Parties 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 Tax Receivable Agreement.

We expect to retain the benefit of the remaining 15% of these cash tax savings.

For purposes of the TRA, cash savings will be computed by comparing the Company's actual income tax liability to the amount of such taxes that the Company would have been required to pay had there been no increase to the tax basis of the assets of PWP OpCo as a result of the exchanges and had the Company not entered into the TRA.

The term of the TRA commenced upon consummation of the Business Combination and will continue until all tax benefits have been utilized or expired, unless the Company exercises its right to terminate the TRA for an amount based on a specified formula to determine the present value of payments remaining to be made under the agreement (including payments that would be made if all PWP OpCo Class A partnership units were then exchanged for our Class A common stock).

The TRA will cover any exchanges of PWP OpCo Class A partnership units by ILPs and Limited Partners (after distribution of PWP OpCo Class A partnership units by Professional Partners) who are party to that agreement after the consummation of the Business Combination, and it is possible that new investors in the PWP OpCo Class A partnership units after the consummation of the Business Combination may become parties to the TRA as well.

The payment obligation under the TRA is an obligation of Perella Weinberg Partners 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 that results in a payment under the TRA, the TRA Parties will not reimburse us for any payments previously made under the TRA if such basis increases or other benefits are subsequently disallowed, although excess payments made to any TRA Party may be netted against payments otherwise to be made, if any, to the relevant ILP or Limited Partner after our determination of such excess.

As a result, in certain circumstances we may make payments to the TRA Parties under the TRA in excess of our actual cash tax savings.

While the actual 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 the Company's income, we expect that, as a result of the size of the increases of the tangible and intangible assets of PWP OpCo attributable to our interests in PWP OpCo, during the expected term of the TRA, the payments that we may make to the TRA Parties could be substantial.

Payments made under the TRA are required to be made within 240 days of the filing of the Company's tax returns.

Because we generally expect to receive the tax savings prior to making the cash payments to the TRA Parties, we do not expect the cash payments to have a material impact on our liquidity.

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 PWP OpCo 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 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.

Consultant Compensation

Seidenberg, Jorma Ollila and Jane C.

Sherburne, three of PWP's independent directors, received compensation in connection with their consultant services in 2020.

See "Part III—Item 11.

Executive Compensation " for additional details.

Employee Compensation Paid to Directors

Perella and Steel, two of PWP's employee directors who are not executive officers, received compensation in respect of their service as Working Partners in 2021 in amounts equal to $510,500 and $7,986,867, respectively.

Director Independence

Under the rules of Nasdaq, independent directors must comprise a majority of a listed company's board of directors.

As discussed above, we have availed ourselves of the "controlled company" exception and, as a result, although we have an independent audit committee, we do not have a majority of independent directors on our board.

Under the rules of Nasdaq, a director is independent only if our board of directors makes an affirmative determination that the director has no material relationship with us.

We have four "independent directors" as defined in Nasdaq rules and applicable SEC rules.

We have determined that Mr.

Seidenberg, Ms.

Sherburne and Mr.

Cohen are "independent" as that term is defined under Nasdaq rules for purposes of serving on our board of directors.

Principal Accounting Fees and Services

The following table presents aggregate fees billed to the Company for services rendered by Ernst & Young LLP during the years ended December 31, 2021 and 2020.

Audit Fees (1)

$ 1,914 $ 1,328

Audit-Related Fees (2)

All Other Fees — —

Total $ 3,219 $ 3,217

(1) Audit Fees include fees for services rendered for the audit and quarterly reviews of our consolidated financial statements including those filed with the SEC on Forms 10-K and 10-Q, respectively, as well as statutory and financial audits for our United States and foreign consolidated subsidiaries.

Additionally, audit fees include other regulatory filings, and similar engagements, such as attest services, comfort letters, consents,

and reviews of documents filed with or submitted to the SEC.

(2) Audit-Related Fees associated with period prior to the Business Combination.

(3) Tax fees represent fees for services performed by the independent registered public accounting firm’s tax personnel, except those services specifically related to the audit and review of the financial statements, and consisted of tax consulting and compliance professional services, including to our United States and foreign consolidated subsidiaries.

Audit Committee Pre-Approval

Since our Business Combination, all services performed by Ernst & Young LLP for the Company and its subsidiaries have been pre-approved by the audit committee.

The audit committee has adopted a pre-approval policy, which requires that before the independent auditor is engaged for any services, the audit committee must approve these services, including the fees and terms.

Services are reviewed taking into account the terms of the policy, and, for types of services not pre-approved in the policy, the rules of the SEC and the Public Company Accounting Oversight Board.

Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this Report:

(1) Financial Statements

The consolidated financial statements filed as part of this report are listed on the Index to Consolidated Financial Statements of this Annual Report on Form 10-K.

(2) Financial Statement Schedules

All other financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the consolidated financial statements and notes thereto in Item 8 of Part II above.

We hereby file as part of this report the exhibits listed in the attached Exhibit Index.

Exhibits which are incorporated herein by reference can be inspected and copied as the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C.

20549 at prescribed rates or on the SEC website as www.sec.gov.

Exhibit Number Description

3.1 Restated Certificate of Incorporation of Perella Weinberg Partners (incorporated by reference to Exhibit 3.1 to Amendment No.

1 to the Company's Registration Statement on Form S-1 filed with the SEC on January 13, 2022 (File No.

333-261785)).

3.2 Amended and Restated Bylaws of Perella Weinberg Partners (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on June 30, 2021).

4.1 Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 30, 2021).

4.2 Warrant Agreement, dated September 24, 2020, by and between FinTech Acquisition Corp.

IV and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to FinTech Acquisition Corp.

IV’s Current Report on Form 8-K, filed with the SEC on September 30, 2020).

4.3 Amendment to Warrant Agreement, dated November 10, 2021, by and among Perella Weinberg Partners, Continental Stock Transfer & Trust Company and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-1 filed with the SEC on December 21, 2021 (File No.

333-261785)).

4.4* Description of Securities

Employment Agreement, dated as of August 11, 2021, by and between Perella Weinberg Partners, PWP Employer LP and Peter A.

Weinberg (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed with the SEC on November 5, 2021).

10.2† Employment Agreement, dated as of August 11, 2021, by and between Perella Weinberg Partners, PWP Employer LP and Andrew Bednar (incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q filed with the SEC on November 5, 2021).

10.3† Employment Agreement, dated as of August 11, 2021, by and between Perella Weinberg Partners, PWP Employer LP and Dietrich Becker (incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q filed with the SEC on November 5, 2021).

10.4† Form of Director Restricted Stock Unit Award Agreement (One-Time Award) (incorporated by reference to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q filed with the SEC on November 5, 2021).

10.5† Form of Director Restricted Stock Unit Award Agreement (Annual Base Retainer Award) (incorporated by reference to Exhibit 10.5 of the Company's Quarterly Report on Form 10-Q filed with the SEC on November 5, 2021).

10.6 Amended and Restated Registration Rights Agreement, dated June 24, 2021, by and among the Company, FinTech Investor Holdings IV, LLC, FinTech Masala Advisors, LLC and the other Holders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on June 30, 2021).

10.7 Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to FinTech Acquisition Corp.

IV's Current Report on Form 8-K/A, filed with the SEC on December 31, 2020).

10.8 Stockholders Agreement, dated June 24, 2021, by and between the Company and PWP Professional Partners LP (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed with the SEC on June 30, 2021).

10.9 Tax Receivable Agreement, dated June 24, 2021, by and between the Company, PWP Holdings LP, PWP Professional Partners LP and certain partners party thereto (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the SEC on June 30, 2021).

10.10 Sponsor Share Surrender and Share Restriction Agreement, dated as of December 29, 2020, by and among PWP Holdings LP, FinTech Acquisition Corp.

IV, FinTech Investor Holdings IV, LLC, FinTech Masala Advisors, LLC and the other parties thereto (incorporated by reference to Exhibit 10.5 to FinTech Acquisition Corp.

IV's Current Report on Form 8-K/A, filed with the SEC on December 31, 2020).

10.11 Amendment to Sponsor Share Surrender and Share Restriction Agreement, dated as of May 4, 2021, by and among PWP Holdings LP, FinTech Acquisition Corp.

IV, FinTech Investor Holdings IV, LLC, FinTech Masala Advisors, LLC and the other parties thereto (incorporated by reference to FinTech Acquisition Corp.

IV's definitive proxy statement, filed with the SEC on May 27, 2021).

10.12 Amended and Restated Agreement of Limited Partnership of PWP Holdings LP, dated as of June 24, 2021, by and among PWP GP LLC, the Company, PWP Professional Partners LP, and the other limited partners party thereto (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, filed with the SEC on June 30, 2021).

10.13 Amended and Restated Limited Liability Company Agreement of PWP GP LLC, dated June 24, 2021 (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K, filed with the SEC on June 30, 2021).

10.14† Perella Weinberg Partners 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K, filed with the SEC on June 30, 2021) .

10.15† French Sub-Plan Under the Perella Weinberg Partners 2021 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K, filed with the SEC on June 30, 2021).

10.16 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.8 to the Company's Current Report on Form 8-K, filed with the SEC on June 30, 2021).

10.17 Amendment Agreement, dated as of June 15, 2021, by and among Perella Weinberg Partners Group LP, as Borrower, PWP Holdings LP, the subsidiary guarantors party thereto, each Lender under the Credit Agreement and Cadence Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.9 to the Company's Current Report on Form 8-K, filed with the SEC on June 30, 2021).

21.1* List of Subsidiaries

23.1* Consent of Ernst & Young LLP, independent registered accounting firm.

24.1* Powers of Attorney (included on signature page).

31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH* Inline XBRL Taxonomy Extension Schema Document.

101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF* Inline XBRL Taxonomy Extension Definitions Linkbase Document.

101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104* Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

__________________

* Filed herewith

** Furnished herewith

† Indicates a management or compensatory plan.

+ Certain schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K.

The Company hereby agrees to hereby furnish supplementally a copy of all omitted schedules to the SEC upon request.

Form 10-K Summary

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York.

PERELLA WEINBERG PARTNERS

March 11, 2022 By:

Chief Executive Officer

(Principal Executive Officer)

March 11, 2022 By:

Chief Financial Officer

(Principal Financial Officer)

POWER OF ATTORNEY

KNOW BY ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Peter A.

Weinberg, Gary S.

Barancik and Vladimir Shendelman, and each of them, his or her true and lawful attorney-in-fact and agents with full and several power of substitution, for him or her and his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 11, 2022.

Signature Title

WEINBERG Chairman and Chief Executive Officer

(Principal Executive Officer)

BARANCIK Chief Financial Officer

(Principal Financial Officer)

/s/ ALEXANDRA GOTTSCHALK Chief Accounting Officer

Alexandra Gottschalk

(Principal Accounting Officer)

/s/ JOSEPH R.

PERELLA Chairman Emeritus

/s/ ROBERT K.

STEEL Vice Chairman

/s/ DIETRICH BECKER Director

Dietrich Becker

/s/ ANDREW BEDNAR Director

Andrew Bednar

/s/ JORMA OLLILA Director

SEIDENBERG Director

SHERBURNE Director

/s/ DANIEL G.

COHEN Director

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 9A. Controls and Procedures