|
Delaware
(State or other jurisdiction of
incorporation or organization) |
| |
6770
(Primary Standard Industrial
Classification Code Number) |
| |
85-3098890
(I.R.S. Employer
Identification Number) |
|
|
P. Michelle Gasaway, Esq.
Jessica Hough, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, Suite 3400 Los Angeles, California 90071 (213) 687-5000 |
| |
Deanna L. Kirkpatrick, Esq.
Roshni Banker Cariello, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000 |
|
| Large accelerated filer ☐ | | | Accelerated filer ☐ | | | Non-accelerated filer ☒ | | |
Smaller reporting company ☒
Emerging growth company ☒ |
|
| | ||||||||||||||||
Title of Each Class of Security Being Registered
|
| | |
Amount Being
Registered |
| | |
Proposed
Maximum Offering Price per Security(1) |
| | |
Proposed
Maximum Aggregate Offering Price(1) |
| | |
Amount of
Registration Fee |
|
Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-third of one redeemable warrant(2)
|
| | |
23,000,000 Units
|
| | |
$10.00
|
| | |
$230,000,000
|
| | |
$25,093
|
|
Class A common stock included as part of the units(3)(4)
|
| | |
23,000,000 Shares
|
| | |
—
|
| | |
—
|
| | |
—(5)
|
|
Redeemable warrants included as part of the units(3)(4)
|
| | |
7,666,667 Warrants
|
| | |
—
|
| | |
—
|
| | |
—(5)
|
|
Total
|
| | | | | | | | | | |
$230,000,000
|
| | |
$25,093
|
|
| | | | | 1 | | | |
| | | | | 12 | | | |
| | | | | 37 | | | |
| | | | | 38 | | | |
| | | | | 74 | | | |
| | | | | 79 | | | |
| | | | | 80 | | | |
| | | | | 82 | | | |
| | | | | 83 | | | |
| | | | | 89 | | | |
| | | | | 127 | | | |
| | | | | 136 | | | |
| | | | | 139 | | | |
| | | | | 142 | | | |
| | | | | 159 | | | |
| | | | | 168 | | | |
| | | | | 176 | | | |
| | | | | 176 | | | |
| | | | | 176 | | | |
| | | | | F-1 | | |
| | |
Without
Over-Allotment Option |
| |
Over-Allotment
Option Exercised |
| ||||||
Gross proceeds | | | | | | | | | | | | | |
Gross proceeds from units offered to public(1)
|
| | | $ | 200,000,000 | | | | | $ | 230,000,000 | | |
Gross proceeds from private placement warrants offered in the private placement
|
| | | | 6,000,000 | | | | | | 6,600,000 | | |
Total gross proceeds
|
| | | $ | 206,000,000 | | | | | $ | 236,600,000 | | |
Estimated offering expenses(2) | | | | | | | | | | | | | |
Underwriting commissions (excluding deferred portion)(3)
|
| | | $ | 4,000,000 | | | | | $ | 4,600,000 | | |
Legal fees and expenses
|
| | | | 275,000 | | | | | | 275,000 | | |
Accounting fees and expenses
|
| | | | 40,000 | | | | | | 40,000 | | |
Printing and engraving expenses
|
| | | | 35,000 | | | | | | 35,000 | | |
SEC expenses
|
| | | | 25,093 | | | | | | 25,093 | | |
FINRA expenses
|
| | | | 35,000 | | | | | | 35,000 | | |
Directors and officers insurance premiums(4)
|
| | | | 250,000 | | | | | | 250,000 | | |
Nasdaq listing and filing fees
|
| | | | 75,000 | | | | | | 75,000 | | |
Miscellaneous expenses(5)
|
| | | | 264,907 | | | | | | 264,907 | | |
Total estimated offering expenses (other than underwriting
commissions) |
| | | $ | 1,000,000 | | | | | $ | 1,000,000 | | |
Proceeds after estimated offering expenses
|
| | | $ | 201,000,000 | | | | | $ | 231,000,000 | | |
Held in trust account(3)
|
| | | $ | 200,000,000 | | | | | $ | 230,000,000 | | |
% of public offering size
|
| | | | 100% | | | | | | 100% | | |
Not held in trust account(2)
|
| | | $ | 1,000,000 | | | | | $ | 1,000,000 | | |
| | |
Amount
|
| |
% of Total
|
| ||||||
Legal, accounting, due diligence, travel and other expenses in connection with any
business combination(7) |
| | | $ | 350,000 | | | | | | 35.0% | | |
Legal and accounting fees related to regulatory reporting obligations
|
| | | | 150,000 | | | | | | 15.0% | | |
Payment for administrative and support services
|
| | | | 240,000 | | | | | | 24.0% | | |
Reserve for liquidation expenses
|
| | | | 100,000 | | | | | | 10.0% | | |
Nasdaq continued listing fees
|
| | | | 55,000 | | | | | | 5.5% | | |
Other miscellaneous expenses
|
| | | | 105,000 | | | | | | 10.5% | | |
Total
|
| | | $ | 1,000,000 | | | | | | 100.0% | | |
| | |
Without
Over-allotment |
| |
With
Over-allotment |
| ||||||||||||||||||
Public offering price
|
| | | | | | | | | $ | 10.00 | | | | | | | | | | | $ | 10.00 | | |
Net tangible book deficit before this offering
|
| | | | (0.03) | | | | | | | | | | | | (0.03) | | | | | | | | |
Increase attributable to public stockholders
|
| | | | 0.85 | | | | | | | | | | | | 0.75 | | | | | | | | |
Pro forma net tangible book value after this offering and the sale of the private placement warrants
|
| | | | | | | | | | 0.82 | | | | | | | | | | | | 0.72 | | |
Dilution to public stockholders
|
| | | | | | | | | | 9.18 | | | | | | | | | | | | 9.28 | | |
Percentage of dilution to public stockholders
|
| | | | | | | | | | 91.8% | | | | | | | | | | | | 92.8% | | |
| | |
Shares Purchased
|
| |
Total Consideration
|
| |
Average Price
Per Share |
| |||||||||||||||||||||
| | |
Number
|
| |
Percentage
|
| |
Amount
|
| |
Percentage
|
| ||||||||||||||||||
Initial Stockholders(1)(2)
|
| | | | 5,000,000 | | | | | | 20.0% | | | | | $ | 25,000 | | | | | | 0.012% | | | | | $ | 0.005 | | |
Public Stockholders
|
| | | | 20,000,000 | | | | | | 80.0% | | | | | $ | 200,000,000 | | | | | | 99.988% | | | | | $ | 10.00 | | |
| | | | | 25,000,000 | | | | | | 100.00% | | | | | $ | 200,025,000 | | | | | | 100.000% | | | | | | | | |
| | |
Without
Over-allotment |
| |
With
Over-allotment |
| ||||||
Numerator: | | | | | | | | | | | | | |
Net tangible book deficit before this offering
|
| | | $ | (171,175) | | | | | $ | (171,175) | | |
Net proceeds from this offering and sale of the private placement
warrants |
| | | | 201,000,000 | | | | | | 231,000,000 | | |
Plus: Offering costs accrued for or paid in advance, excluded from tangible book
value |
| | | | 195,000 | | | | | | 195,000 | | |
Less: Deferred underwriting commissions
|
| | | | (7,000,000) | | | | | | (8,050,000) | | |
Less: Proceeds held in trust subject to redemption
|
| | | | (189,023,820) | | | | | | (217,973,820) | | |
| | | | $ | 5,000,005 | | | | | $ | 5,000,005 | | |
Denominator: | | | | | | | | | | | | | |
Class B common stock outstanding prior to this offering
|
| | | | 5,750,000 | | | | | | 5,750,000 | | |
Class B common stock forfeited if over-allotment is not exercised
|
| | | | (750,000) | | | | | | — | | |
Class A common stock included in the units offered
|
| | | | 20,000,000 | | | | | | 23,000,000 | | |
Less: Shares subject to redemption
|
| | | | (18,902,382) | | | | | | (21,797,382) | | |
| | | | | 6,097,618 | | | | | | 6,952,618 | | |
| | |
October 6, 2020
|
| |||||||||
| | |
Actual
|
| |
As Adjusted(2)
|
| ||||||
Note payable to related party(1)
|
| | | $ | — | | | | | $ | — | | |
Deferred underwriting commissions
|
| | | | — | | | | | | 7,000,000 | | |
Class A common stock subject to possible redemption; -0- and 18,902,382 shares,
actual and as adjusted, respectively(3) |
| | | | — | | | | | | 189,023,820 | | |
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; none issued and
outstanding, actual and as adjusted |
| | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value, 80,000,000 shares authorized; -0- and
1,097,618 shares issued and outstanding (excluding -0- and 18,902,382 shares subject to possible redemption), actual and as adjusted, respectively |
| | | | — | | | | | | 110 | | |
Class B common stock, $0.0001 par value, 20,000,000 shares authorized;
5,750,000 and 5,000,000 shares issued and outstanding, actual and as adjusted, respectively(4) |
| | | | 575 | | | | | | 500 | | |
Additional paid-in capital(5)
|
| | | | 24,425 | | | | | | 5,000,570 | | |
Accumulated deficit
|
| | | | (1,175) | | | | | | (1,175) | | |
Total stockholders’ equity
|
| | | | 23,825 | | | | | $ | 5,000,005 | | |
Total capitalization
|
| | | | 23,825 | | | | | $ | 201,023,825 | | |
Type of Transaction
|
| |
Whether
Stockholder Approval is Required |
| |||
Purchase of assets
|
| | | | No | | |
Purchase of stock of target not involving a merger with our company
|
| | | | No | | |
Merger of target into a subsidiary of our company
|
| | | | No | | |
Merger of our company with a target
|
| | | | Yes | | |
| | |
Redemptions in
Connection with our Initial Business Combination |
| |
Other Permitted
Purchases of Public Shares by our Affiliates |
| |
Redemptions
if we fail to Complete an Initial Business Combination |
|
Calculation of redemption price
|
| | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a stockholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder vote. In either case, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding | | | If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or any of their respective affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Such purchases will be restricted except to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. None of the funds in the trust account will be used to purchase shares in such transactions. | | | If we have not completed our initial business combination within 24 months from the closing of this offering or during any Extension Period, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares. | |
| | |
Redemptions in
Connection with our Initial Business Combination |
| |
Other Permitted
Purchases of Public Shares by our Affiliates |
| |
Redemptions
if we fail to Complete an Initial Business Combination |
|
| | | public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 following such redemptions, and any limitations (including, but not limited to, cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. | | | | | | | |
| | |
Redemptions in
Connection with our Initial Business Combination |
| |
Other Permitted
Purchases of Public Shares by our Affiliates |
| |
Redemptions
if we fail to Complete an Initial Business Combination |
|
Impact to remaining stockholders
|
| |
The redemptions in connection with our initial business combination will reduce the book value per share for our remaining stockholders, who will bear the burden of the deferred underwriting commissions and interest withdrawn in order to pay taxes (to the extent not paid from amounts accrued as interest on the funds held in the trust account).
|
| |
If the permitted purchases described above are made, there will be no impact to our remaining stockholders because the purchase price would not be paid by us.
|
| |
The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial stockholders, who will be our only remaining stockholders after such redemptions.
|
|
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
Escrow of offering proceeds
|
| | Nasdaq listing rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. $200,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. | | | Approximately $170,100,000 of the offering proceeds, representing the gross proceeds of this offering less allowable underwriting commissions, expenses and company deductions under Rule 419, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. | |
Investment of net proceeds
|
| | $200,000,000 of the net offering proceeds and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
Receipt of interest on escrowed funds
|
| | Interest on proceeds from the trust account to be paid to stockholders is reduced by (1) any taxes paid or payable and (2) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. | |
Limitation on fair value or net assets of target business
|
| | Nasdaq listing rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | at least 80% of the assets held in the trust account (excluding any deferred underwriters fees and taxes payable on the income earned on the trust account). | | | | |
Trading of securities issued
|
| | The units will begin trading on or promptly after the date of this prospectus. The shares of Class A common stock and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Citigroup Global Markets Inc. informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option. | | | No trading of the units or the underlying shares of Class A common stock and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
Exercise of the warrants
|
| | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
Election to remain an investor
|
| | We will provide our public stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify our company in writing, within a period of no less than 20 business days and no more than 45 | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | initial business combination, including interest, which interest shall be net of taxes payable, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by applicable law or stock exchange rules to hold a stockholder vote. If we are not required by applicable law or stock exchange rules and do not otherwise decide to hold a stockholder vote, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a stockholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a stockholder vote, a final proxy statement would be mailed to public stockholders at least ten days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. If we seek stockholder approval, we will complete our initial business combination only if a majority of | | | business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a stockholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | the outstanding shares of our common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of our company representing a majority of the voting power of all outstanding shares of capital stock of our company entitled to vote at such meeting. Additionally, each public stockholder may elect to redeem its public shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed transaction. | | | | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
Business combination deadline
|
| | If we have not completed our initial business combination within 24 months from the closing of this offering or during any Extension Period, we will (1) cease all operations except for the purpose of winding up, (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of | | | If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | creditors and the requirements of other applicable law. | | | | |
Release of funds
|
| | Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest of: (1) our completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering, subject to applicable law. | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold a stockholder vote
|
| | If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provide 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 Excess Shares (more than | | | Most blank check companies provide no restrictions on the ability of stockholders to redeem shares based on the number of shares held by such stockholders in connection with an initial business combination. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | an aggregate of 15% of the shares sold in this offering), without our prior consent. Our public stockholders’ inability to redeem Excess Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions. | | | | |
Tendering share certificates in connection with a tender offer or redemption rights
|
| | We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the initially scheduled vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the initially scheduled vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. | | | In order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed business combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After the business combination was approved, the company would contact such stockholders to arrange for them to deliver their certificate to verify ownership. | |
Name
|
| |
Age
|
| |
Title
|
|
Stacia Ryan | | |
45
|
| | Chief Executive Officer and director | |
Joseph R. Perella | | |
79
|
| | Chairman of the board of directors | |
Stefanie Jay | | |
42
|
| | Director nominee | |
Courtney Leimkuhler | | |
41
|
| | Director nominee | |
Sonalee Parekh | | |
47
|
| | Director nominee | |
Individual
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
|
Stacia Ryan | | |
Perella Weinberg Partners
|
| |
Financial services
|
| |
Partner
|
|
Joseph R. Perella | | |
Perella Weinberg Partners
|
| |
Financial services
|
| |
Partner
|
|
Stefanie Jay | | |
Walmart
|
| |
Retail
|
| |
Employee
|
|
Courtney Leimkuhler
|
| |
Springbank Collective
|
| |
Venture capital
|
| |
Founder and
Managing Partner |
|
| | |
Wellthy
|
| |
Fintech
|
| |
Director
|
|
| | | | | |
Fintech
|
| |
Finance Committee
Chair |
|
| | |
Betterment
|
| |
Financial services
|
| |
Advisor
|
|
Sonalee Parekh | | |
Hewlett Packard Enterprise
|
| |
Technology
|
| |
Senior Vice President
|
|
| | |
Bidstack Group
|
| |
Advertising
|
| |
Board Advisor
|
|
| | |
Number of
Shares Beneficially Owned(2) |
| |
Approximate Percentage of
Issued and Outstanding Common Stock |
| ||||||||||||
Name and Address of Beneficial Owner(1)
|
| |
Before
Offering |
| |
After
Offering(2) |
| ||||||||||||
PWP Forward Sponsor I LLC (our sponsor)(3)
|
| | | | 5,750,000 | | | | | | 100% | | | | | | 20% | | |
PFAC Holdings I LLC(3)
|
| | | | 5,750,000 | | | | | | 100% | | | | | | 20% | | |
Stacia Ryan(4)
|
| | | | — | | | | | | — | | | | | | — | | |
Joseph R. Perella(4)
|
| | | | — | | | | | | — | | | | | | — | | |
Stefanie Jay(4)
|
| | | | — | | | | | | — | | | | | | — | | |
Courtney Leimkuhler(4)
|
| | | | — | | | | | | — | | | | | | — | | |
Sonalee Parekh(4)
|
| | | | — | | | | | | — | | | | | | — | | |
All directors, officers and director nominees as a group
(5 individuals) |
| | | | — | | | | | | — | | | | | | — | | |
Redemption Date (period
to expiration of warrants) |
| |
Fair Market Value of Shares of Class A Common Stock
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
|
≤10.00
|
| |
11.00
|
| |
12.00
|
| |
13.00
|
| |
14.00
|
| |
15.00
|
| |
16.00
|
| |
17.00
|
| |
≥18.00
|
| |||||||||||||||||||||||||||||
60 months
|
| | | | 0.261 | | | | | | 0.281 | | | | | | 0.297 | | | | | | 0.311 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
57 months
|
| | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
54 months
|
| | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.361 | | |
51 months
|
| | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.361 | | |
48 months
|
| | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.361 | | |
45 months
|
| | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.361 | | |
42 months
|
| | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.361 | | |
39 months
|
| | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.361 | | |
36 months
|
| | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.361 | | |
33 months
|
| | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.361 | | |
30 months
|
| | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.361 | | |
27 months
|
| | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.361 | | |
24 months
|
| | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.361 | | |
21 months
|
| | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.361 | | |
18 months
|
| | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.361 | | |
15 months
|
| | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.361 | | |
12 months
|
| | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.361 | | |
9 months
|
| | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.361 | | |
6 months
|
| | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.361 | | |
3 months
|
| | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months
|
| | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
Underwriter
|
| |
Number of
Units |
| |||
Citigroup Global Markets Inc.
|
| | | | | | |
Telsey Advisory Group LLC
|
| | | | | | |
Tigress Financial Partners LLC
|
| | | | | | |
Siebert Williams Shank & Co., LLC
|
| | | | | | |
Total:
|
| | | | 20,000,000 | | |
| | |
Paid By Us
|
| |||||||||
| | |
No Exercise
|
| |
Full Exercise
|
| ||||||
Per Unit(1)
|
| | | $ | 0.55 | | | | | $ | 0.55 | | |
Total(1) | | | | $ | 11,000,000 | | | | | $ | 12,650,000 | | |
| | |
Page
|
| |||
Audited Financial Statements of PWP Forward Acquisition Corp. I: | | | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-16 | | |
| Assets: | | | | | | | |
|
Deferred offering costs associated with proposed public offering
|
| | | $ | 195,000 | | |
|
Total Assets
|
| | | $ | 195,000 | | |
| Liabilities and Stockholder’s Equity: | | | | | | | |
| Current liabilities: | | | | | | | |
|
Accounts payable
|
| | | $ | 1,175 | | |
|
Accrued expenses
|
| | | | 170,000 | | |
|
Total current liabilities
|
| | | | 171,175 | | |
| Commitments and Contingencies | | | | | | | |
| Stockholder’s Equity: | | | | | | | |
|
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
| | | | — | | |
|
Class A common stock, $0.0001 par value; 80,000,000 shares authorized; none issued and outstanding
|
| | | | — | | |
|
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding(1)
|
| | | | 575 | | |
|
Additional paid-in capital
|
| | | | 24,425 | | |
|
Accumulated deficit
|
| | | | (1,175) | | |
|
Total stockholder’s equity
|
| | | | 23,825 | | |
|
Total Liabilities and Stockholder’s Equity
|
| | | $ | 195,000 | | |
|
General and administrative expenses
|
| | | $ | 1,175 | | |
|
Net loss
|
| | | $ | (1,175) | | |
|
Weighted average shares outstanding, basic and diluted(1)
|
| | | | 5,000,000 | | |
|
Basic and diluted net loss per share
|
| | | $ | (0.00) | | |
| | |
Common Stock
|
| | | | | | | | | | | | | |
Total
Stockholder’s Equity |
| ||||||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| |
Additional Paid-In
Capital |
| |
Accumulated
Deficit |
| ||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – September 9, 2020 (inception)
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to Sponsors(1)
|
| | | | — | | | | | | — | | | | | | 5,750,000 | | | | | | 575 | | | | | | 24,425 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,175) | | | | | | (1,175) | | |
Balance – October 6, 2020
|
| | | | — | | | | | $ | — | | | | | | 5,750,000 | | | | | $ | 575 | | | | | $ | 24,425 | | | | | $ | (1,175) | | | | | $ | 23,825 | | |
| Cash Flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (1,175) | | |
| Changes in operating assets and liabilities: | | | | | | | |
|
Accounts payable
|
| | | | 1,175 | | |
|
Net cash used in operating activities
|
| | | | — | | |
|
Net increase in cash
|
| | | | — | | |
|
Cash – beginning of the period
|
| | |
|
—
|
| |
|
Cash – end of the period
|
| | | $ | — | | |
| Supplemental disclosure of noncash activities: | | | | | | | |
|
Deferred offering costs included in accrued expenses
|
| | | $ | 170,000 | | |
|
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock
|
| | | $ | 25,000 | | |
| Telsey Advisory Group | | | Tigress Financial Partners | | |
Siebert Williams Shank
|
|
|
Legal fees and expenses
|
| | | $ | 275,000 | | |
|
Accounting fees and expenses
|
| | | | 40,000 | | |
|
SEC expenses
|
| | | | 25,093 | | |
|
FINRA expenses
|
| | | | 35,000 | | |
|
Directors and officers insurance premiums
|
| | | | 250,000 | | |
|
Nasdaq listing and filing fees
|
| | | | 75,000 | | |
|
Printing and engraving expenses
|
| | | | 35,000 | | |
|
Miscellaneous expenses
|
| | | | 264,907 | | |
|
Total offering expenses
|
| | | $ | 1,000,000 | | |
|
Exhibit
|
| |
Description
|
| |||
| | | 1.1* | | | | Form of Underwriting Agreement | |
| | | 3.1* | | | | Certificate of Incorporation | |
| | | 3.2* | | | | Form of Amended and Restated Certificate of Incorporation | |
| | | 3.3* | | | | Bylaws | |
| | | 4.1* | | | | Specimen Unit Certificate | |
| | | 4.2* | | | | Specimen Class A Common Stock Certificate | |
| | | 4.3* | | | | Specimen Warrant Certificate (included in Exhibit 4.4) | |
| | | 4.4* | | | | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant | |
| | | 5.1* | | | | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP | |
| | | 10.1* | | | | Promissory Note, dated October 6, 2020, issued to PWP Forward Sponsor I LLC | |
| | | 10.2* | | | | Form of Letter Agreement among the Registrant and its directors and officers and PWP Forward Sponsor I LLC | |
| | | 10.3* | | | | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant | |
| | | 10.4* | | | | Form of Registration Rights Agreement between the Registrant and certain security holders | |
| | | 10.5* | | | | Securities Subscription Agreement, dated October 6, 2020, between the Registrant and PWP Forward Sponsor I LLC | |
| | | 10.6* | | | | Form of Sponsor Warrants Purchase Agreement between the Registrant and PWP Forward Sponsor I LLC | |
| | | 10.7* | | | | Form of Indemnity Agreement | |
| | | 10.8* | | | | Form of Administrative Services Agreement by and between the Registrant and Perella Weinberg Partners | |
| | | 14* | | | | Form of Code of Ethics and Business Conduct | |
| | | 23.1* | | | | Consent of Marcum LLP | |
| | | 23.2* | | | | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2) | |
| | | 24* | | | | Power of Attorney (included on signature page to the initial filing of this Registration Statement) | |
| | | 99.1* | | | | Consent of Stefanie Jay as director nominee | |
| | | 99.2* | | | | Consent of Courtney Leimkuhler as director nominee | |
| | | 99.3* | | | | Consent of Sonalee Parekh as director nominee | |
Name
|
| |
Position
|
| |
Date
|
|
Stacia Ryan
|
| |
Chief Executive Officer and Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
| |
, 2021
|
|
Joseph R. Perella
|
| | Chairman of the Board of Directors | | |
, 2021
|
|