−Removed: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
−Removed: OF EQUITY SECURITIES.
−Removed: Market Information
−Removed: units commenced public trading on September 25, 2020, and our Class A common stock and warrants commenced separate trading on
−Removed: November 13, 2020.
−Removed: Our Class A common stock, warrants and units are each listed on the NASDAQ Capital Market under the symbols
−Removed: FTIV, FTIVW and FTIVU, respectively.
−Removed: March 7, 2021, the numbers of record holders of the Company’s Class A common stock, units and warrants were 1, 2 and 1,
−Removed: respectively, not including beneficial holders whose securities are held in street name.
−Removed: have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of
−Removed: our initial business combination.
−Removed: The payment of cash dividends in the future will be dependent upon our revenues and earnings,
−Removed: if any, capital requirements and general financial condition subsequent to completion of our initial business combination, and
−Removed: will be at the discretion of our board of directors at such time.
−Removed: In addition, our board of directors is not currently contemplating
−Removed: and does not anticipate declaring any stock dividends in the foreseeable future.
−Removed: Further, if we incur any indebtedness in connection
−Removed: with a business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection
−Removed: Securities Authorized
−Removed: for Issuance Under Equity Compensation Plans
−Removed: of Unregistered Securities and Use of Proceeds
−Removed: Sales of Equity Securities
−Removed: September 29, 2020, we sold 610,000 placement units in the private placement for an aggregate purchase price of $6,100,000, or
−Removed: $10.00 per unit, to FinTech Investor Holdings IV, LLC, pursuant to an exemption from registration contained in Section 4(a)(2)
−Removed: of the Securities Act.
−Removed: Each placement unit consists of one share of Class A common stock and one third of a placement warrant.
−Removed: The placement warrants are identical to the warrants included in the units issued in the initial public offering, except that,
−Removed: if held by the sponsor or its permitted transferees, (a) they are not redeemable by the Company, (b) they (including the underlying
−Removed: Class A common stock) may not be transferred, assigned or sold until 30 days after the consummation of the Company’s initial
−Removed: business combination, subject to certain limited exceptions, and (c) they may be exercised on a cashless basis.
−Removed: September 29, 2020, we sold 23,000,000 units in our initial public offering at a price of $10.00 per unit, generating gross proceeds
−Removed: of $230,000,000.
−Removed: Each unit consists of one share of our Class A common stock and one third of one warrant, where each whole warrant
−Removed: entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment.
−Removed: Fitzgerald and Wells Fargo Securities, LLC (as representatives of the underwriters) served as the underwriters for the initial
−Removed: public offering.
−Removed: The units sold in the initial public offering were registered under the Securities Act on a registration statement
−Removed: on Form S-1 (No.
−Removed: 333-248664), which was declared effective by the SEC on September 24, 2020.
−Removed: incurred a total of $14,255,791 in transaction costs related to the initial public offering.
−Removed: We paid a total of $4,000,000 in
−Removed: underwriting discounts and commissions and approximately $455,791 in other costs and expenses related to the initial public offering.
−Removed: In addition, the underwriters agreed to defer $9,800,000 in underwriting discounts and commissions (which is currently held in
−Removed: the trust account), which will be payable only upon consummation of an initial business combination.
−Removed: deducting the underwriting discounts and commissions (excluding the deferred portion of up to $9,800,000 in underwriting discounts
−Removed: and commissions, which will be payable only upon consummation of an initial business combination) and the total offering expenses,
−Removed: the total net proceeds from our initial public offering and the Private Placement were $231,634,508 of which $230,000,000
−Removed: (or approximately $10.00 per unit sold in the initial public offering) was placed in the trust account.
−Removed: Equity Securities by the Issuer and Affiliated Purchasers
−Removed: SELECTED FINANCIAL DATA
−Removed: a smaller reporting company, we are not required to provide the information required by this Item.
−Removed: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
−Removed: Special Note Regarding Forward-Looking
−Removed: following discussion and analysis of our financial condition and results of operations should be read in conjunction with our
−Removed: audited financial statements and the notes related thereto which are included in “Item 8.
−Removed: Financial Statements and Supplementary
−Removed: of this Annual Report.
−Removed: Certain information contained in the discussion and analysis set forth below includes forward-looking
−Removed: statements that involve risks and uncertainties.
−Removed: statements other than statements of historical fact included in this Annual Report including, without limitation, statements under
−Removed: “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
−Removed: regarding the Company’s
−Removed: financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements.
−Removed: When used in this Annual Report, words such as “anticipate,”
−Removed: “believe,”
−Removed: “estimate,”
−Removed: “expect,”
−Removed: “intend”
−Removed: and similar expressions, as they relate to us or the Company’s management, identify forward-looking
−Removed: Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information
−Removed: currently available to, the Company’s management.
−Removed: Actual results could differ materially from those contemplated by the
−Removed: forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking
−Removed: Statements,”
−Removed: “Item 1A.
−Removed: Risk Factors”
−Removed: and elsewhere in this Annual Report.
−Removed: Management’s Discussion and Analysis of Financial Condition and Results of Operations has been amended and restated to give effect
−Removed: to the restatement and revision of our financial statements as more fully described in the Explanatory Note and in “Note 2—Restatement
−Removed: of Previously Issued Financial Statements”
−Removed: to our accompanying financial statements.
−Removed: For further detail regarding the restatement
−Removed: adjustments, see Explanatory Note and Item 9A:
−Removed: Controls and Procedures, both contained herein.
−Removed: are a blank check company incorporated on November 20, 2018 as a Delaware corporation and formed for the purpose of effecting
−Removed: a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination
−Removed: with one or more target businesses.
−Removed: We intend to complete our business combination using cash from the proceeds of the initial
−Removed: public offering and the sale of the placement units that occurred simultaneously with the completion of the initial public offering,
−Removed: the proceeds of the sale of our shares in connection with our initial business combination, shares issued to the owners of the
−Removed: target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.
−Removed: expect to continue to incur significant costs in the pursuit of our acquisition plans.
−Removed: We cannot assure you that our plans to
−Removed: complete a business combination will be successful.
−Removed: Recent Developments
−Removed: On December 29,
−Removed: 2020, we entered into a Business Combination Agreement (the “Business Combination Agreement”), dated as of December
−Removed: 29, 2020, by and among the Company, FinTech Investor Holdings IV, LLC, a Delaware limited liability company, Fintech Masala Advisors,
−Removed: LLC, a Delaware limited liability company (together with FinTech Investor Holdings IV, LLC, the “Sponsor”), PWP, PWP
−Removed: GP LLC, a Delaware limited liability company and the general partner of PWP (“PWP GP”), PWP Professional Partners
−Removed: LP, a Delaware limited partnership and a limited partner of PWP (“Professionals”), and Perella Weinberg Partners LLC,
−Removed: a Delaware limited liability company and the general partner of Professionals (“Professionals GP”) pursuant to which,
−Removed: among other things, the Company will acquire interests in PWP, which will become jointly-owned by the Company, Professionals,
−Removed: and certain existing partners of PWP and following the Closing will serve as the Company’s operating partnership as part
−Removed: of an umbrella limited partnership C-corporation (Up-C) structure.
−Removed: Pursuant to the Business Combination Agreement,
−Removed: subject to certain conditions set forth therein, in connection with the closing of the transactions contemplated by the Business
−Removed: Combination Agreement (the “Closing”):
−Removed: (i) the Company will acquire newly-issued
−Removed: common units of PWP in exchange for cash in an amount equal to the outstanding excess
−Removed: cash balances of the Company (including the proceeds from the PIPE Investment (as defined
−Removed: below)) as of Closing net of redemptions elected by the Company’s public stockholders
−Removed: pursuant to their redemption rights described below (such aggregate outstanding cash
−Removed: balances, “Company Cash”), with the number of such interests to be issued
−Removed: to be calculated based on the formula set forth on Schedule C to the Business Combination
−Removed: (ii) Professionals will contribute the
−Removed: equity interests of PWP GP, the general partner of PWP, to the Company;
−Removed: (iii) the Company will issue (A) to Professionals,
−Removed: new shares of Class B-1 common stock, which will have 10 votes per share (for so long
−Removed: as Professionals or its limited partners as of the Closing maintain ownership of at least
−Removed: 10% of the issued and outstanding Class A common units of PWP, otherwise such Class B-1
−Removed: common stock shall have one vote per share) and (B) to investor limited partners of PWP,
−Removed: new shares of Class B-2 common stock, which will have one vote per share, with the number
−Removed: of shares of such common stock to be issued to equal the number of common units of PWP
−Removed: that will be held by Professionals and such investor limited partners, respectively,
−Removed: following the Closing;
−Removed: (iv) the Company will repay certain indebtedness
−Removed: of PWP, pay certain expenses, retain up to $10 million of cash on its balance sheet,
−Removed: and subject to the availability of transaction proceeds, the Company will first redeem
−Removed: certain limited partnership interests held by certain electing third party investor limited
−Removed: partners of PWP and second redeem certain electing non-working limited partners of Professionals
−Removed: (collectively with the other transactions contemplated by the Business Combination Agreement,
−Removed: the “Business Combination”).
−Removed: The Closing is subject
−Removed: to the satisfaction of customary conditions as set forth in the Business Combination Agreement.
−Removed: On December 29,
−Removed: 2020, concurrently with the execution of the Business Combination Agreement, we also entered into subscription agreements (“Subscription
−Removed: Agreements”) with certain investors (collectively, the “PIPE Investors”) pursuant to, and on the terms and subject
−Removed: to the conditions of which, the PIPE Investors have collectively subscribed for 12,500,000 shares of the Company’s Class
−Removed: A common stock for an aggregate purchase price equal to $125,000,000 (the “PIPE Investment”), a portion of which is
−Removed: expected to be funded by one or more affiliates of Sponsor.
−Removed: The PIPE Investment will be consummated substantially concurrently
−Removed: with the closing of the Business Combination.
−Removed: Results of Operations
−Removed: have neither engaged in any operations nor generated any revenues to date.
−Removed: Our only activities from inception through December
−Removed: 31, 2020 were organizational activities, those necessary to prepare for our Initial Public Offering, described below, and, after
−Removed: our Initial Public Offering, identifying a target company for an initial Business Combination, activities in connection with the
−Removed: proposed acquisition of PWP.
−Removed: We do not expect to generate any operating revenues until after the completion of our initial Business
−Removed: We generate non-operating income in the form of interest income on marketable securities held in the Trust Account.
−Removed: We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),
−Removed: as well as for due diligence expenses.
−Removed: a result of the restatement described in Note 2 of the notes to the financial statements included herein, we classify the warrants issued
−Removed: in connection with our Initial Public Offering as liabilities at their fair value and adjust the warrant instrument to fair value at
−Removed: each reporting period.
−Removed: This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair
−Removed: value is recognized in our statement of operations.
−Removed: For the year ended
−Removed: December 31, 2020, we had a net loss of $5,104,603, which consists of formation and operating costs of $1,875,031 and a change in the
−Removed: fair value of the warrant liability of $3,235,433 offset by interest income on marketable securities held in the Trust Account of $5,861.
−Removed: For the year ended
−Removed: December 31, 2019, we had a net loss of $1,319, which consists of formation and operating costs.
−Removed: Liquidity and
−Removed: Capital Resources
−Removed: the consummation of the Initial Public Offering, the Company’s only source of liquidity was an initial purchase of shares
−Removed: of Class B common stock by our Sponsor and loans from our Sponsor.
−Removed: September 29, 2020, we consummated our Initial Public Offering of 23,000,000 Units at a price of $10.00 per Unit, generating gross
−Removed: proceeds of $230,000,000.
−Removed: Simultaneously with the closing of our Initial Public Offering, we consummated the sale of 610,000 Placement
−Removed: Units to the Sponsor at a price of $10.00 per Unit, generating gross proceeds of $6,100,000.
−Removed: our Initial Public Offering and the sale of the Placement Units, a total of $230,000,000 was placed in the Trust Account.
−Removed: $14,255,791 in transaction costs, including $4,000,000 of underwriting fees, $9,800,000 of deferred underwriting fees and $455,791
−Removed: of other costs.
−Removed: For the year ended
−Removed: December 31, 2020, cash used in operating activities was $508,429.
−Removed: Net loss of $5,104,603 was affected by interest earned on marketable
−Removed: securities held in the Trust Account of $5,861, a non-cash charge for the change in the fair value of warrant liabilities of $3,235,433,
−Removed: transaction costs allocated to the warrant liability of $849,893, and changes in operating assets and liabilities, which provided $516,709
−Removed: of cash from operating activities.
−Removed: For the year ended
−Removed: December 31, 2019, cash used in operating activities was $977.
−Removed: Net loss of $1,319 was affected by expense paid by the Sponsor and changes
−Removed: in operating assets and liabilities, which provided $342 of cash from operating activities.
−Removed: of December 31, 2020, we had cash and marketable securities of $230,005,861 held in the Trust Account.
−Removed: We intend to use substantially
−Removed: all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes
−Removed: paid and deferred underwriting commissions) to complete our initial Business Combination.
−Removed: We may withdraw interest to pay taxes.
−Removed: During the period ended September 30, 2020, we did not withdraw any interest earned on the Trust Account.
−Removed: To the extent that
−Removed: our capital stock or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining
−Removed: proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses,
−Removed: make other acquisitions and pursue our growth strategies.
−Removed: of December 31, 2020, we had cash of $1,158,934 outside of the Trust Account.
−Removed: We intend to use the funds held outside the Trust
−Removed: Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses,
−Removed: travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners,
−Removed: review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our
−Removed: initial Business Combination.
−Removed: order to fund working capital deficiencies or finance transaction costs in connection with our initial Business Combination, our
−Removed: Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as
−Removed: may be required.
−Removed: If we complete our initial Business Combination, we would repay such loaned amounts.
−Removed: In the event that our initial
−Removed: Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such
−Removed: loaned amounts but no proceeds from our Trust Account would be used for such repayment.
−Removed: Up to $1,500,000 of such loans may be
−Removed: convertible into units identical to the Placement Units, at a price of $10.00 per unit at the option of the lender.
−Removed: do not currently believe we will need to raise additional funds in order to meet the expenditures required for operating our business.
−Removed: However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating our
−Removed: initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate
−Removed: our business prior to our initial Business Combination.
−Removed: Moreover, we may need to obtain additional financing either to complete
−Removed: our initial Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation
−Removed: of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business
−Removed: Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with
−Removed: the completion of our initial Business Combination.
−Removed: If we are unable to complete our initial Business Combination because we do
−Removed: not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account.
−Removed: following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order
−Removed: to meet our obligations.
−Removed: Off-balance sheet financing arrangements
−Removed: have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2020.
−Removed: We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often
−Removed: referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet
−Removed: arrangements.
−Removed: We have not entered into any off-balance sheet financing arrangements, established any special purpose entities,
−Removed: guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
−Removed: Contractual obligations
−Removed: do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an
−Removed: agreement to pay the sponsor or an affiliate of the sponsor a monthly fee of $20,000 for office space, utilities, and shared personnel
−Removed: support services.
−Removed: We began incurring these fees on September 25, 2020 and will continue to incur these fees monthly until the
−Removed: earlier of the completion of the business combination or the Company’s liquidation.
−Removed: Pursuant to a registration
−Removed: rights agreement entered into on September 24, 2020, the holders of the founder shares, placement units (including securities
−Removed: contained therein) and the units that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common
−Removed: stock issuable upon the exercise of the placement warrants or the warrants included in the units issued upon conversion of the
−Removed: Working Capital Loans) will be entitled to registration rights requiring us to register such securities for resale (in the case
−Removed: of the founder shares, only after conversion to Class A common stock).
−Removed: The holders of these securities will be entitled to make
−Removed: up to three demands, excluding short form demands, that we register such securities.
−Removed: In addition, the holders will have certain
−Removed: “piggy-back”
−Removed: registration rights with respect to registration statements filed subsequent to the completion of a business
−Removed: combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act.
−Removed: will bear the expenses incurred in connection with the filing of any such registration statements.
−Removed: Cantor Fitzgerald &
−Removed: and Wells Fargo Securities, LLC, as representatives of the several underwriters, are entitled to a deferred fee of $9,800,000.
−Removed: The deferred fee will become payable to the representatives from the amounts held in the trust account solely in the event that
−Removed: the Company completes a business combination, subject to the terms of the underwriting agreement.
−Removed: Accounting Policies
−Removed: preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the
−Removed: United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and
−Removed: liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses
−Removed: during the periods reported.
−Removed: Actual results could materially differ from those estimates.
−Removed: We have identified the following critical
−Removed: accounting policies.
−Removed: Warrant Liability
−Removed: We account for the warrants
−Removed: issued in connection with our Initial Public Offering in accordance with the guidance contained in ASC 815-40 under which the warrants
−Removed: do not meet the criteria for equity treatment and must be recorded as liabilities.
−Removed: Accordingly, we classify the warrants as liabilities
−Removed: at their fair value and adjust the warrants to fair value at each reporting period.
−Removed: This liability is subject to re-measurement at each
−Removed: balance sheet date until exercised, and any change in fair value is recognized in our statement of operations.
−Removed: The fair value of the
−Removed: Public Warrants was estimated using a binomial / lattice model or public trading price when available, whereas the Placement Warrants
−Removed: were measured using the Black-Scholes Option Pricing Model.
−Removed: Class A Common Stock Subject to Possible
−Removed: We account for our
−Removed: Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”)
−Removed: Topic 480 “Distinguishing Liabilities from Equity.”
−Removed: Class A common stock subject to mandatory redemption is classified
−Removed: as a liability instrument and is measured at fair value.
−Removed: Conditionally redeemable common stock (including common stock that features
−Removed: redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events
−Removed: not solely within our control) is classified as temporary equity.
−Removed: At all other times, common stock is classified as stockholders’
−Removed: Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject
−Removed: to occurrence of uncertain future events.
−Removed: Accordingly, the Class A common stock subject to possible redemption is presented as
−Removed: temporary equity, outside of the stockholders’
−Removed: equity section of our balance sheet.
−Removed: Net Loss per Common Share
−Removed: We apply the two-class
−Removed: method in calculating earnings per share.
−Removed: Net income per common share, basic and diluted for Class A redeemable common stock
−Removed: is calculated by dividing the interest income earned on the Trust Account, net of applicable taxes, by the weighted average number
−Removed: of shares of Class A redeemable common stock outstanding for the periods.
−Removed: Net income per common share, basic and diluted
−Removed: for Class A and Class B non-redeemable common stock is calculated by dividing net income less income attributable to Class A
−Removed: redeemable common stock, by the weighted average number of shares of Class A and Class B non-redeemable common stock outstanding
−Removed: for the periods presented.
−Removed: Recent Accounting Standards
−Removed: Management does not believe
−Removed: that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our
−Removed: financial statements.
+Added: Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
+Added: Our Class A common stock is listed and traded on the Nasdaq Global Select Market under the stock symbol “PWP.” As of March 8, 2022, there were approximately 56 holders of record of our Class A common stock and 3 holders of record of our Class B common stock.
+Added: This does not include the number of shareholders that hold shares in “street name” through banks or broker-dealers.
+Added: Our Class B common stock is not listed or quoted on any exchange and is not transferable by the holders, subject to certain limited exceptions.
+Added: We intend to pay dividends quarterly to our common stockholders.
+Added: For the year ended December 31, 2021, cash dividends of $0.14 per outstanding share of Class A common stock were paid to our stockholders.
+Added: The declaration of any future cash dividends and, if declared, the amount of any such dividends, will be subject to our financial condition, earnings, capital requirements, financial covenants, applicable law and other factors our board of directors deems relevant.
+Added: Therefore, there can be no assurance as to what level of dividends, if any, will be paid in the future.
+Added: Comparison of Cumulative Total Return
+Added: The performance graph below shows the cumulative total stockholder return on our common stock, compared with the S&P 500 Composite Stock Price Index (the “S&P 500 Index”) and the S&P Financials Index from the closing price on June 24, 2021 (the date our Class A common stock began trading on Nasdaq) through December 31, 2021.
+Added: The results are based on an investment of $100 in each of our common stock, the S&P 500 Index and the S&P Financials Index.
+Added: The graph assumes the reinvestment of dividends and adjusts all closing prices and dividends for stock splits.
+Added: The performance shown in the graph represents past performance and is not intended to be indicative of future performance.
+Added: The performance graph shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under those Acts.
+Added: The performance graph is not intended to be indicative of future performance.
+Added: Unregistered Sales of Equity Securities and Use of Proceeds
+Added: Shares of Common Stock
+Added: In connection with the Business Combination, the Company delivered 12,500,000 shares of Class A common stock (as described in the “Private Placement” section below), 48,470,675 shares of Class B-1 common stock (of which 45,608,840 shares of Class B-1 common stock remained outstanding after giving effect to Redemptions (as defined below)) and 12,589,325 shares of Class B-2 common stock (of which 4,545,359 shares of Class B-2 common stock remained outstanding after giving effect to Redemptions).
+Added: Private Placement
+Added: In connection with entering into the Business Combination Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”), pursuant to which, among other things, the PIPE Investors party thereto agreed to purchase an aggregate of 12,500,000 shares of Class A common stock immediately prior to the Closing at a cash purchase price of $10.00 per share, resulting in aggregate proceeds of $125,000,000 in the private placement (the “PIPE Investment”).
+Added: The shares of Class A common stock issued to the PIPE Investors were issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2)of the Securities Act as a transaction by an issuer not involving a public offering without any form of general solicitation or general advertising.
+Added: The Subscription Agreements for the PIPE Investors (other than the Sponsor-related PIPE Investors, whose registration rights are governed by a registration rights agreement (the “Non-Sponsor PIPE Investors”)) provide for certain registration rights.
+Added: In accordance with the subscription agreements, we filed a registration statement registering the resale of such shares.
+Added: 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 (as defined below).
+Added: The Company filed a registration statement registering resale of such shares (as well as other securities) on July 15, 2021, and such registration statement was declared effective by the SEC on July 26, 2021.
+Added: PWP OpCo Units
+Added: Subject to the exchange procedures and restrictions set forth in the PWP OpCo LPA, and any other procedures or restrictions imposed by the Company, holders of the 61,060,000 PWP OpCo Class A partnership units (other than the Company) outstanding as of immediately after the Closing (before giving effect to the redemptions of certain legacy partners of Professional Partners and ILPs) may exchange these units for (i) shares of Class A common stock on a one-for-one basis (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications) or (ii) cash from an offering of shares of Class A common stock (based on the net proceeds received by the Company for such shares in such offering) with the form of consideration determined by the Company.
+Added: The PWP OpCo Class A partnership units were previously issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering without any form of general solicitation or general advertising.
+Added: Use of Proceeds
+Added: On September 29, 2020, FTIV consummated its initial public offering of 23,000,000 units at a price of $10.00 per unit, generating gross proceeds of $230,000,000.
+Added: After deducting the underwriting discounts and commissions (excluding the deferred portion of up to $9,800,000 in underwriting discounts and commissions) and the total offering expenses, the total net proceeds from FTIV’s initial public offering and private placement were $231,634,508 of which $230,000,000 (or approximately $10.00 per unit sold in the initial public offering) was placed in the trust account.
+Added: Upon the Closing, FTIV had an aggregate of approximately $325 million of the proceeds from the PIPE Investment and funds held in the trust account, net of deemed transaction expenses of $30 million, which net proceeds were used to fund the cash consideration of the Business Combination.
+Added: Approximately $189 million of the such proceeds were used by PWP to retire existing indebtedness, with the remaining amount (subject to PWP retaining of up to $10 million to add to its balance sheet cash) being used to first redeem PWP OpCo units held by certain electing ILPs, and second, redeem PWP OpCo units held by certain electing Legacy Partners.
+Added: Remaining cash proceeds were retained by PWP for general corporate purposes and for payment of any transaction expenses in excess of $30 million.
+Added: Repurchase of Equity Securities
+Added: The following table summarizes our repurchases of equity securities during the three months ended December 31, 2021:
+Added: Period Total Number of Shares Repurchased Average Price Paid per Unit Total Number of Shares Purchased as Part of Publicly Announced Program
+Added: Dollar Value of Shares that may yet to be Purchased Under the Publicly Announced Program
+Added: October 1, 2021 - October 31, 2021 — $ — — —
+Added: November 1, 2021 - November 30, 2021 — $ — — —
+Added: December 1, 2021 - December 31, 2021 — $ — — —
+Added: Total — $ — — —
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.