Washington, D.C. 20549
☒
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended September 30, 2020
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
| Delaware | ||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||
| |||||
767 Fifth Avenue New York, NY | 10153 | ||||
| (Address of | (Zip Code) | ||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Large accelerated filer | Accelerated filer | x | |||||||||
| Smaller reporting company | x | ||||||||||
| Emerging growth company | x | ||||||||||
FINTECH ACQUISITION CORP. IV
Quarterly Report on Form 10-Q
TABLE OF CONTENTS
| Page | ||||||||||
i
CONDENSED BALANCE SHEETS
| September 30, | December 31, | |||||||
| 2020 | 2019 | |||||||
| (audited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 1,634,508 | $ | 10,762 | ||||
| Prepaid expenses | 31,800 | — | ||||||
| Total Current Assets | 1,666,308 | 10,762 | ||||||
| Deferred offering costs associated with the proposed public offering | — | 54,873 | ||||||
| Investments held in Trust Account | 230,000,063 | — | ||||||
| Total Assets | $ | 231,666,371 | $ | 65,635 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accrued expenses | $ | 20,635 | $ | 450 | ||||
| Accrued offering costs | 261 | 41,612 | ||||||
| Promissory note – related party | — | 869 | ||||||
| Total Current Liabilities | 20,896 | 42,931 | ||||||
| Deferred underwriting fee payable | 9,800,000 | — | ||||||
| Total Liabilities | 9,820,896 | 42,931 | ||||||
| Commitments and Contingencies | ||||||||
| Class A common stock subject to possible redemption, 21,684,547 and no shares at redemption value as of September 30, 2020 and December 31, 2019, respectively | 216,845,470 | — | ||||||
| Stockholders’ Equity | ||||||||
| 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; 1,925,453 and none issued and outstanding (excluding 21,684,547 and no shares subject to possible redemption) as of September 30, 2020 and December 31, 2019, respectively | 193 | — | ||||||
| Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 7,870,000 shares issued and outstanding as of September 30, 2020 and December 31, 2019 | 787 | 787 | ||||||
| Additional paid-in capital | 5,022,759 | 24,213 | ||||||
| Accumulated deficit | (23,734 | ) | (2,296 | ) | ||||
| Total Stockholders’ Equity | 5,000,005 | 22,704 | ||||||
| Total Liabilities and Stockholders’ Equity | $ | 231,666,371 | $ | 65,635 | ||||
Financial Statements (Unaudited)
| June 30, 2023 | December 31, 2022 | ||||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | 129,761 | $ | 171,570 | |||||||
| Restricted cash | 2,649 | 2,596 | |||||||||
| Investments in short-term marketable debt securities | 50,004 | 140,110 | |||||||||
| Accounts receivable, net of allowance | 50,959 | 67,906 | |||||||||
| Due from related parties | 3,499 | 3,362 | |||||||||
| Fixed assets, net of accumulated depreciation and amortization | 70,977 | 48,390 | |||||||||
| Intangible assets, net of accumulated amortization | 22,482 | 25,772 | |||||||||
| Goodwill | 34,383 | 34,383 | |||||||||
| Prepaid expenses and other assets | 33,819 | 36,190 | |||||||||
| Right-of-use lease assets | 147,631 | 153,720 | |||||||||
| Deferred tax assets, net | 35,938 | 33,094 | |||||||||
| Total assets | $ | 582,102 | $ | 717,093 | |||||||
| Liabilities and Equity | |||||||||||
| Accrued compensation and benefits | $ | 90,409 | $ | 217,011 | |||||||
| Accounts payable, accrued expenses and other liabilities | 34,808 | 46,336 | |||||||||
| Deferred revenue | 2,178 | 5,014 | |||||||||
| Lease liabilities | 171,323 | 165,601 | |||||||||
| Amount due pursuant to tax receivable agreement | 25,116 | 22,991 | |||||||||
| Total liabilities | 323,834 | 456,953 | |||||||||
| Commitments and Contingencies (Note 17) | |||||||||||
| Class A common stock, par value $0.0001 per share (1,500,000,000 shares authorized, 54,371,216 issued and 41,625,690 outstanding at June 30, 2023; 1,500,000,000 shares authorized, 52,237,247 issued and 41,744,961 outstanding at December 31, 2022) | 5 | 5 | |||||||||
| Class B common stock, par value $0.0001 per share (600,000,000 shares authorized, 43,778,015 issued and outstanding at June 30, 2023; 600,000,000 shares authorized, 44,563,877 issued and outstanding at December 31, 2022) | 4 | 4 | |||||||||
| Preferred stock, par value $0.0001 per share (100,000,000 shares authorized, no shares issued and outstanding at June 30, 2023 and December 31, 2022) | — | — | |||||||||
| Additional paid-in-capital | 279,317 | 242,129 | |||||||||
| Retained earnings (accumulated deficit) | (32,616) | (18,071) | |||||||||
| Accumulated other comprehensive income (loss) | (4,822) | (6,538) | |||||||||
| Treasury stock, at cost (12,745,526 and 10,492,286 shares of Class A common stock at June 30, 2023 and December 31, 2022, respectively) | (101,074) | (80,067) | |||||||||
| Total Perella Weinberg Partners equity | 140,814 | 137,462 | |||||||||
| Non-controlling interests | 117,454 | 122,678 | |||||||||
| Total equity | 258,268 | 260,140 | |||||||||
| Total liabilities and equity | $ | 582,102 | $ | 717,093 | |||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Formation and general and administrative expenses | $ | 19,908 | $ | — | $ | 21,501 | $ | 969 | ||||||||
| Loss from operations | (19,908 | ) | — | (21,501 | ) | (969 | ) | |||||||||
| Other income: | ||||||||||||||||
| Interest earned on marketable securities held in Trust Account | 63 | — | 63 | — | ||||||||||||
| Loss before provision for income taxes | (19,845 | ) | — | (21,438 | ) | (969 | ) | |||||||||
| Provision for income taxes | — | — | — | — | ||||||||||||
| Net loss | $ | (19,845 | ) | $ | — | $ | (21,438 | ) | $ | (969 | ) | |||||
| Weighted average shares outstanding of Class A redeemable common stock | 23,000,000 | — | 23,000,000 | — | ||||||||||||
| Basic and diluted income per share, Class A redeemable stock | $ | 0.00 | $ | — | $ | 0.00 | $ | — | ||||||||
| Weighted average shares outstanding of Class A and Class B non-redeemable common stock | 8,480,000 | 6,870,000 | 8,480,000 | 6,870,000 | ||||||||||||
| Basic and diluted net loss per share, Class A and Class B non-redeemable common stock | $ | (0.00 | ) | $ | 0.00 | $ | (0.00 | ) | $ | (0.00 | ) | |||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Revenues | $ | 165,545 | $ | 151,104 | $ | 296,971 | $ | 302,980 | |||||||||||||||
| Expenses | |||||||||||||||||||||||
| Compensation and benefits | 106,216 | 90,587 | 176,179 | 177,832 | |||||||||||||||||||
| Equity-based compensation | 42,212 | 36,427 | 89,883 | 77,317 | |||||||||||||||||||
| Total compensation and benefits | 148,428 | 127,014 | 266,062 | 255,149 | |||||||||||||||||||
| Professional fees | 8,737 | 7,419 | 16,290 | 17,722 | |||||||||||||||||||
| Technology and infrastructure | 9,293 | 7,521 | 17,805 | 15,077 | |||||||||||||||||||
| Rent and occupancy | 6,678 | 5,378 | 14,092 | 11,107 | |||||||||||||||||||
| Travel and related expenses | 4,726 | 3,641 | 9,500 | 5,935 | |||||||||||||||||||
| General, administrative and other expenses | 5,796 | 6,491 | 11,190 | 11,766 | |||||||||||||||||||
| Depreciation and amortization | 3,639 | 2,653 | 6,474 | 5,596 | |||||||||||||||||||
| Total expenses | 187,297 | 160,117 | 341,413 | 322,352 | |||||||||||||||||||
| Operating income (loss) | (21,752) | (9,013) | (44,442) | (19,372) | |||||||||||||||||||
| Non-operating income (expenses) | |||||||||||||||||||||||
| Related party income | 276 | 950 | 549 | 1,508 | |||||||||||||||||||
| Other income (expense) | (1,337) | 3,776 | (1,054) | 5,619 | |||||||||||||||||||
| Change in fair value of warrant liabilities | — | 10,094 | — | 22,100 | |||||||||||||||||||
| Total non-operating income (expenses) | (1,061) | 14,820 | (505) | 29,227 | |||||||||||||||||||
| Income (loss) before income taxes | (22,813) | 5,807 | (44,947) | 9,855 | |||||||||||||||||||
| Income tax expense (benefit) | (4,543) | 3,141 | 743 | 6,137 | |||||||||||||||||||
| Net income (loss) | (18,270) | 2,666 | (45,690) | 3,718 | |||||||||||||||||||
| Less: Net income (loss) attributable to non-controlling interests | (18,629) | (6,599) | (40,926) | (14,441) | |||||||||||||||||||
| Net income (loss) attributable to Perella Weinberg Partners | $ | 359 | $ | 9,265 | $ | (4,764) | $ | 18,159 | |||||||||||||||
| Net income (loss) per share attributable to Class A common shareholders | |||||||||||||||||||||||
| Basic | $ | 0.01 | $ | 0.21 | $ | (0.11) | $ | 0.40 | |||||||||||||||
| Diluted | $ | (0.19) | $0.00 | $ | (0.56) | $ | (0.01) | ||||||||||||||||
| Weighted-average shares of Class A common stock outstanding | |||||||||||||||||||||||
| Basic | 42,743,611 | 44,584,181 | 42,531,895 | 45,247,373 | |||||||||||||||||||
| Diluted | 86,521,626 | 90,688,871 | 86,566,075 | 91,953,077 | |||||||||||||||||||
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020
| Class A | Class B | Additional | Total | |||||||||||||||||||||||||
| Common Stock | Common Stock | Paid-in | Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| Balance – January 1, 2020 | $ | 7,870,000 | $ | 787 | $ | 24,213 | $ | (2,296 | ) | $ | 22,704 | |||||||||||||||||
| Net loss | — | — | — | — | — | (993 | ) | (993 | ) | |||||||||||||||||||
| Balance – March 31, 2020 | — | — | 7,870,000 | 787 | 24,213 | (3,289 | ) | 21,711 | ||||||||||||||||||||
| Net loss | — | — | — | — | — | (600 | ) | (600 | ) | |||||||||||||||||||
| Balance – June 30, 2020 | — | — | 7,870,000 | 787 | 24,213 | (3,889 | ) | 21,111 | ||||||||||||||||||||
| Sale of 23,000,000 Units, net of underwriting discounts | 23,000,000 | 2,300 | — | — | 215,741,909 | — | 215,744,209 | |||||||||||||||||||||
| �� | ||||||||||||||||||||||||||||
| Sale of 610,000 Private Placement Units | 610,000 | 61 | — | — | 6,099,939 | — | 6,100,000 | |||||||||||||||||||||
| Common stock subject to possible redemption | (21,684,547 | ) | (2,168 | ) | — | — | (216,843,302 | ) | — | (216,845,470 | ) | |||||||||||||||||
| Net loss | — | — | — | — | — | (19,845 | ) | (19,845 | ) | |||||||||||||||||||
| Balance – September 30, 2020 | 1,925,453 | $ | 193 | 7,870,000 | $ | 787 | $ | 5,022,759 | $ | (23,734 | ) | $ | 5,000,005 | |||||||||||||||
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2019
| Class B | Additional | Stock Subscription Receivable | Total Stockholders’ | |||||||||||||||||||||
| Common Stock | Paid-in | from | Accumulated | (Deficit) | ||||||||||||||||||||
| Shares | Amount | Capital | Stockholder | Deficit | Equity | |||||||||||||||||||
| Balance – January 1, 2019 | 7,870,000 | $ | 787 | $ | 24,213 | $ | (25,000 | ) | $ | (977 | ) | $ | (977 | ) | ||||||||||
| Net loss | — | — | — | — | (100 | ) | (100 | ) | ||||||||||||||||
| Balance – March 31, 2019 | 7,870,000 | 787 | 24,213 | (25,000 | ) | (1,077 | ) | (1,077 | ) | |||||||||||||||
| Collection of stock subscription receivable from stockholder | — | — | — | 25,000 | — | 25,000 | ||||||||||||||||||
| Net loss | — | — | — | — | (869 | ) | (869 | ) | ||||||||||||||||
| Balance – June 30, 2019 | 7,870,000 | 787 | 24,213 | — | (1,946 | ) | 23,054 | |||||||||||||||||
| Net loss | — | — | — | — | — | — | ||||||||||||||||||
| Balance – September 30, 2019 | 7,870,000 | $ | 787 | $ | 24,213 | $ | — | $ | (1,946 | ) | $ | 23,054 | ||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Net income (loss) | $ | (18,270) | $ | 2,666 | $ | (45,690) | $ | 3,718 | |||||||||||||||
| Foreign currency translation gain (loss), net of tax | 1,898 | (5,177) | 3,483 | (7,279) | |||||||||||||||||||
| Comprehensive income (loss) | (16,372) | (2,511) | (42,207) | (3,561) | |||||||||||||||||||
| Less: Comprehensive income (loss) attributable to non-controlling interests | (17,661) | (9,228) | (39,159) | (18,131) | |||||||||||||||||||
| Comprehensive income (loss) attributable to Perella Weinberg Partners | $ | 1,289 | $ | 6,717 | $ | (3,048) | $ | 14,570 | |||||||||||||||
| Nine Months Ended September 30, | ||||||||
| 2020 | 2019 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | (21,438 | ) | $ | (969 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Interest earned on marketable securities held in Trust Account | (63 | ) | — | |||||
| Formation costs and expense paid by Sponsor | — | 569 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | (31,800 | ) | — | |||||
| Accrued expenses | 20,185 | (577 | ) | |||||
| Net cash used in operating activities | (33,116 | ) | (977 | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Investment of cash into Trust Account | (230,000,000 | ) | — | |||||
| Net cash used in investing activities | (230,000,000 | ) | — | |||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from issuance of Class B common stock to Sponsor | — | 25,000 | ||||||
| Proceeds from sale of Units, net of underwriting discounts paid | 226,000,000 | — | ||||||
| Proceeds from sale of Private Placement Units | 6,100,000 | — | ||||||
| Proceeds from promissory note - related party | 90,000 | — | ||||||
| Repayment of promissory note - related party | (90,869 | ) | — | |||||
| Payment of offering costs | (442,269 | ) | — | |||||
| Net cash provided by financing activities | 231,656,862 | 25,000 | ||||||
| Net Change in Cash | 1,623,746 | 24,023 | ||||||
| Cash – Beginning of period | 10,762 | — | ||||||
| Cash – End of period | $ | 1,634,508 | 24,023 | |||||
| Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
| Offering costs included in accrued offering costs | $ | 261 | $ | 838 | ||||
| Initial classification of Class A common stock subject to possible redemption | $ | 216,864,940 | $ | — | ||||
| Change in value of Class A common stock subject to possible redemption | $ | (19,470 | ) | $ | — | |||
| Deferred underwriting fee payable | $ | 9,800,000 | $ | — | ||||
| Shares | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock | Class B Common Stock | Treasury Stock | Class A Common Stock | Class B Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Non- Controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2021 | 43,649,319 | 50,154,199 | (1,000,000) | $ | 4 | $ | 5 | $ | (12,000) | $ | 158,131 | $ | (18,075) | $ | (1,746) | $ | 145,033 | $ | 271,352 | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | 8,894 | — | (7,842) | 1,052 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based awards | — | — | — | 22,695 | — | 18,710 | 41,405 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to partners | — | — | — | — | — | — | — | — | — | (15,823) | (15,823) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock for vested PWP Incentive Plan Awards | 601,098 | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Withholding payments on vested PWP Incentive Plan Awards | — | — | — | — | — | — | (6,075) | — | — | — | (6,075) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared ($0.07 per share of Class A common stock) | — | — | — | — | — | — | 116 | (4,229) | — | — | (4,113) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation gain (loss) | — | — | — | — | — | — | — | — | (1,040) | (1,062) | (2,102) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | 734 | — | — | 1,265 | 1,999 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock and exchange of PWP OpCo Units with corresponding Class B common stock for cash using Offering proceeds (Note 9—Stockholders’ Equity) | 3,502,033 | (3,498,534) | — | 1 | — | — | (538) | — | — | — | (537) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exchange of PWP OpCo Units and corresponding Class B common stock for Class A common stock (Note 9—Stockholders’ Equity) | 337,048 | (336,712) | — | — | — | — | 17 | — | — | — | 17 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock purchase | — | — | (172,303) | — | — | (1,598) | — | — | — | — | (1,598) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in ownership interests | — | — | — | — | — | — | 4,665 | — | — | (4,665) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2022 | 48,089,498 | 46,318,953 | (1,172,303) | $ | 5 | $ | 5 | $ | (13,598) | $ | 179,745 | $ | (13,410) | $ | (2,786) | $ | 135,616 | $ | 285,577 | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | 9,265 | — | (6,599) | 2,666 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based awards | — | — | — | — | — | — | 18,432 | — | — | 18,525 | 36,957 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to partners | — | — | — | — | — | — | — | — | — | (2,856) | (2,856) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock for vested PWP Incentive Plan Awards | 66,116 | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Withholding payments on vested PWP Incentive Plan Awards | — | — | — | — | — | — | (359) | — | — | — | (359) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared ($0.07 per share of Class A common stock) | — | — | — | — | — | — | 134 | (4,689) | — | — | (4,555) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation gain (loss) | — | — | — | — | — | — | — | — | (2,548) | (2,629) | (5,177) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | (8) | — | — | (6) | (14) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exchange of PWP OpCo Units and corresponding Class B common stock for Class A common stock (Note 9—Stockholders’ Equity) | 629,591 | (628,965) | — | — | — | — | 263 | — | — | — | 263 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock purchase | — | — | (6,267,904) | — | — | (43,689) | — | — | — | — | (43,689) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in ownership interests | — | — | — | — | — | — | 5,654 | — | — | (5,654) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2022 | 48,785,205 | 45,689,988 | (7,440,207) | $ | 5 | $ | 5 | $ | (57,287) | $ | 203,861 | $ | (8,834) | $ | (5,334) | $ | 136,397 | $ | 268,813 | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock | Class B Common Stock | Treasury Stock | Class A Common Stock | Class B Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Non- Controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2022 | 52,237,247 | 44,563,877 | (10,492,286) | $ | 5 | $ | 4 | $ | (80,067) | $ | 242,129 | $ | (18,071) | $ | (6,538) | $ | 122,678 | $ | 260,140 | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | (5,123) | — | (22,297) | (27,420) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based awards | — | — | — | — | — | — | 27,932 | — | — | 20,334 | 48,266 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to partners | — | — | — | — | — | — | — | — | — | (3,119) | (3,119) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock for vested PWP Incentive Plan Awards | 1,250,162 | — | 99,057 | — | — | 1,189 | (1,189) | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Withholding payments on vested PWP Incentive Plan Awards | — | — | — | — | — | — | (11,356) | — | — | — | (11,356) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared ($0.07 per share of Class A common stock) | — | — | — | — | — | — | 169 | (4,925) | — | — | (4,756) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation gain (loss) | — | — | — | — | — | — | — | — | 786 | 799 | 1,585 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | (14) | — | — | (17) | (31) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exchange of PWP OpCo Units and corresponding Class B common stock for Class A common stock (Note 9—Stockholders’ Equity) | 786,644 | (785,862) | — | — | — | — | 457 | — | — | — | 457 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock purchase | — | — | (1,457,304) | — | — | (14,754) | — | — | — | — | (14,754) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in ownership interests | — | — | — | — | — | — | 2,678 | — | — | (2,678) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2023 | 54,274,053 | 43,778,015 | (11,850,533) | $ | 5 | $ | 4 | $ | (93,632) | $ | 260,806 | $ | (28,119) | $ | (5,752) | $ | 115,700 | $ | 249,012 | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | 359 | — | (18,629) | (18,270) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based awards | — | — | — | — | — | — | 24,173 | — | — | 18,407 | 42,580 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to partners | — | — | — | — | — | — | — | — | — | (5,692) | (5,692) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock for vested PWP Incentive Plan Awards | 97,163 | — | 24,386 | — | — | 293 | (189) | (98) | — | — | 6 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Withholding payments on vested PWP Incentive Plan Awards | — | — | — | — | — | — | (453) | — | — | — | (453) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared ($0.07 per share of Class A common stock) | — | — | — | — | — | — | 156 | (4,758) | — | — | (4,602) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation gain (loss) | — | — | — | — | — | — | — | — | 930 | 968 | 1,898 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | 747 | — | — | 777 | 1,524 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock purchase | — | — | (919,379) | — | — | (7,735) | — | — | — | — | (7,735) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in ownership interests | — | — | — | — | — | — | (5,923) | — | — | 5,923 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2023 | 54,371,216 | 43,778,015 | (12,745,526) | $ | 5 | $ | 4 | $ | (101,074) | $ | 279,317 | $ | (32,616) | $ | (4,822) | $ | 117,454 | $ | 258,268 | ||||||||||||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net income (loss) | $ | (45,690) | $ | 3,718 | |||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||
| Equity-based awards vesting expense | 90,846 | 78,362 | |||||||||
| Depreciation and amortization | 6,474 | 5,596 | |||||||||
| Change in fair value of warrant liabilities | — | (22,100) | |||||||||
| Foreign currency revaluation | 1,401 | — | |||||||||
| Non-cash operating lease expense | 7,006 | 7,694 | |||||||||
| Deferred taxes | 343 | (1,217) | |||||||||
| Other | 1,144 | 1,250 | |||||||||
| Decrease (increase) in operating assets: | |||||||||||
| Accounts receivable, net of allowance | 16,431 | 4,691 | |||||||||
| Due from related parties | (138) | 587 | |||||||||
| Prepaid expenses and other assets | 1,364 | 1,336 | |||||||||
| Increase (decrease) in operating liabilities: | |||||||||||
| Accrued compensation and benefits | (126,207) | (212,126) | |||||||||
| Accounts payable, accrued expenses and other liabilities | (5,127) | (1,246) | |||||||||
| Deferred revenue | (2,906) | (2,966) | |||||||||
| Lease liabilities | 4,692 | (8,819) | |||||||||
| Amount due pursuant to tax receivable agreement | (472) | — | |||||||||
| Net cash provided by (used in) operating activities | (50,839) | (145,240) | |||||||||
| Cash flows from investing activities | |||||||||||
| Purchases of fixed assets | (34,829) | (3,959) | |||||||||
| Purchases of investments in short-term marketable debt securities | (49,733) | (115,001) | |||||||||
| Maturities of investments in short-term marketable debt securities | 140,551 | — | |||||||||
| Other | 488 | — | |||||||||
| Net cash provided by (used in) investing activities | 56,477 | (118,960) | |||||||||
| Cash flows from financing activities | |||||||||||
| Proceeds from the Offering, net of underwriting discount | — | 36,526 | |||||||||
| Exchange of PWP OpCo Units and corresponding Class B common stock for cash using Offering proceeds | — | (36,526) | |||||||||
| Payment of offering costs | — | (798) | |||||||||
| Distributions to partners | (8,811) | (18,679) | |||||||||
| Dividends paid on Class A and Class B common stock | (6,502) | (6,569) | |||||||||
| Withholding payments for vested PWP Incentive Plan Awards | (11,809) | (6,434) | |||||||||
| Treasury stock purchases | (22,489) | (44,740) | |||||||||
| Net cash provided by (used in) financing activities | (49,611) | (77,220) | |||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | 2,217 | (10,331) | |||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | (41,756) | (351,751) | |||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 174,166 | 504,775 | |||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 132,410 | $ | 153,024 | |||||||
| Supplemental disclosure of non-cash activities | |||||||||||
| Lease liabilities arising from obtaining right-of-use lease assets | $ | 178 | $ | 67,876 | |||||||
| Accrued capital expenditures | $ | 6,906 | $ | — | |||||||
| Accrued dividends and dividend equivalent units on unvested PWP Incentive Plan Awards | $ | 3,781 | $ | 2,721 | |||||||
| Non-cash paydown of Partner promissory notes | $ | 1,547 | $ | 2,567 | |||||||
| Deferred tax effect resulting from exchanges of PWP OpCo Units, net of amounts payable under tax receivable agreement | $ | 457 | $ | 1,061 | |||||||
| Accrued treasury stock purchases | $ | — | $ | 547 | |||||||
| Pending broker-to-broker trades | $ | — | $ | 2,364 | |||||||
| Supplemental disclosures of cash flow information | |||||||||||
| Cash paid for income taxes | $ | 4,185 | $ | 8,925 | |||||||
4
NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Perella Weinberg Partners (formerly known as FinTech Acquisition Corp. IV (the “Company”(“FTIV”)) is a blank check companywas incorporated in Delaware on November 20, 2018. The Company was formed2018 as a special purpose acquisition company 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 September 30, 2020, the Company had not yet commenced operations. All activity through September 30, 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.
The registration statement for the Company’s Initial Public Offering was declared effective on Septemberbusiness combination. On June 24, 2020. On September 29, 20202021, the Company consummated a business combination pursuant to a Business Combination Agreement among various parties, resulting in FTIV acquiring partnership interests in PWP OpCo, and PWP OpCo becoming jointly-owned by Perella Weinberg Partners, PWP Professional Partners LP (“Professional Partners”) and existing partners, as part of an umbrella limited partnership C-corporation (Up-C) structure (the “Business Combination”).
Simultaneously with the closingoperations and cash flows 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 4. 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 September 30, 2020, cash of $1,634,508 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; (ii) the 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; or (iii) the 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 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.
5
FINTECH ACQUISITION CORP. IV
NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)
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. If the 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, if any); 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’ rights 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 Note 6). 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 arise.
FINTECH ACQUISITION CORP. IV
NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)
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.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles generally accepted in the United States of America (“U.S. GAAP”) for. All intercompany balances and transactions between the consolidated subsidiaries comprising the Company have been eliminated in the accompanying condensed consolidated financial statements.
The accompanying unaudited condensedconsolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes theretofor the year ended December 31, 2022 included in the Company’s final prospectus for its Initial Public Offering as filed with the SEC on September 25, 2020, as well as the audited balance sheet included in the Company’s CurrentAnnual Report on Form 8-K, as filed with10-K. The condensed consolidated financial statements reflect all material adjustments of a normal recurring nature that, in the SEC on October 5, 2020. The interimopinion of management, are necessary for a fair presentation of the results for the threeinterim periods.
Emerging Growth Company
primary beneficiary. The Company is an “emerging growth company,” as defined in Section 2(a)deemed to be the primary beneficiary of a variable interest entity (“VIE”) when it has both (i) the power to make the decisions that most significantly affect the economic performance of the Securities Act, as modified byVIE and (ii) the Jumpstart Our Business Startups Actobligation to absorb significant losses or the right to receive benefits that could potentially be significant to the VIE. PWP is the primary beneficiary of 2012 (the “JOBS Act”), and it may take advantageconsolidates PWP OpCo, a VIE. As 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 withJune 30, 2023 and December 31, 2022, the independent registered public accounting firm attestation requirementsnet assets of Section 404PWP OpCo were $239.5 million and $237.9 million, respectively. As of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reportsJune 30, 2023 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 standards. 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,December 31, 2022, 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.
did not consolidate any VIEs other than PWP OpCo.
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 actualperiod. Actual results could differ significantly from those estimates.
Estimates and the assumptions underlying these estimates are reviewed periodically, and the effects of revisions are reflected in the period in which they are determined to be necessary.
The Company considers all short-term and Restricted Cash
FINTECH ACQUISITION CORP. IV
NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)
Class A Common Stock Subject to Possible Redemption
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. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outsidereconciliation of the Company’s controlcash, cash equivalents and subject to occurrencerestricted cash as of uncertain future events. Accordingly, at SeptemberJune 30, 2020, Class A common stock subject to possible redemption2023 and June 30, 2022 is presented as temporary equity, outsidebelow:
| June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Cash | $ | 129,761 | $ | 150,286 | |||||||
| Cash equivalents | — | — | |||||||||
| Restricted cash | 2,649 | 2,738 | |||||||||
| Cash, cash equivalents and restricted cash as shown on statements of cash flows | $ | 132,410 | $ | 153,024 | |||||||
Offering Costs
Offering costs consist of underwriting, legal, accountingCompany 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.
Income Taxes
its subsidiaries may enter into transactions denominated in a non-functional currency. The Company complies withrecognized net foreign exchange gains (losses) arising from such transactions of $(1.1) million and $(2.2) million during the accountingthree and reporting requirementssix months ended June 30, 2023, respectively, and $3.8 million and $5.2 million for the three and six months ended June 30, 2022, respectively, which are included in Other income (expense) in the Condensed Consolidated Statements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income taxOperations. In addition, the Company consolidates its foreign subsidiaries that have non-U.S. dollar functional currencies. Non-U.S. dollar denominated assets and liabilities are computed for differences betweentranslated to U.S. dollars at the exchange rate prevailing at the reporting date and income, expenses, gains and losses are generally translated using the average exchange rate throughout the period. Cumulative translation adjustments arising from the translation of non-U.S. dollar denominated operations are included as a component of Accumulated other comprehensive income (loss) in the Condensed Consolidated Statements of Changes in Equity.
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 September 30, 2020 and December 31, 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 Income (Loss) Per Common Share
Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The 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.
For the three and nine months ended September 30, 2019, weighted average shares were reduced for the effect of an aggregate of 1,000,000 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. For the three and nine months ended September 30, 2020, the Company’s unaudited condensed statements of operations include a presentation of income (loss) per share for common shares subject to redemption in a manner similar to the two-class method of income 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 of $63 for the three and nine months ended September 30, 2020, less applicable franchise and income taxes capped at $63 for the three and nine months ended September 30, 2020, by the weighted average number of Class A redeemable common stock since issuance. Net loss per common share, basic and diluted for Class A and Class B non-redeemable common stock is calculated by dividing the net income (loss), less income attributable to Class A redeemable common stock, by the weighted average number of Class A and Class B non-redeemable common stock outstanding for the periods. Class A and Class B non-redeemable common stock includes the Founder Shares and 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. IV
NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)
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 Coverage 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,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.
As of September 30, 2020, the carrying values of cash, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. 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 unaudited condensed consolidated financial statements.
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Over time | $ | 157,469 | $ | 149,287 | $ | 281,798 | $ | 295,885 | |||||||||||||||
| Point in time | 8,076 | 1,817 | 15,173 | 7,095 | |||||||||||||||||||
| Total revenues | $ | 165,545 | $ | 151,104 | $ | 296,971 | $ | 302,980 | |||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Beginning balance | $ | 1,227 | $ | 1,378 | $ | 1,143 | $ | 1,851 | |||||||||||||||
| Bad debt expense | 903 | 1,388 | 1,065 | 1,672 | |||||||||||||||||||
| Write-offs | (198) | (30) | (281) | (760) | |||||||||||||||||||
| Recoveries | 82 | — | 82 | — | |||||||||||||||||||
| Foreign currency translation and other adjustments | 7 | (11) | 12 | (38) | |||||||||||||||||||
| Ending balance | $ | 2,021 | $ | 2,725 | $ | 2,021 | $ | 2,725 | |||||||||||||||
| June 30, 2023 | December 31, 2022 | ||||||||||
| Weighted-average discount rate - operating leases | 4.6% | 4.6% | |||||||||
| Weighted-average remaining lease term - operating leases | 14.7 years | 14.9 years | |||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Operating lease cost | $ | 5,388 | $ | 4,226 | $ | 10,772 | $ | 8,861 | |||||||||||||||
| Variable lease cost | 594 | 565 | 1,944 | 1,007 | |||||||||||||||||||
| Sublease income - operating leases | (160) | (160) | (319) | (363) | |||||||||||||||||||
| Total net lease cost | $ | 5,822 | $ | 4,631 | $ | 12,397 | $ | 9,505 | |||||||||||||||
Net cash outflows (inflows) on operating leases(1) | $ | (2,857) | $ | 4,975 | $ | (466) | $ | 9,963 | |||||||||||||||
| Years Ending: | Operating Leases | Sublease Income | Net Payments | ||||||||||||||
| Remainder of 2023 | $ | (2,881) | $ | 77 | $ | (2,958) | |||||||||||
| 2024 | 7,454 | — | 7,454 | ||||||||||||||
| 2025 | 18,367 | — | 18,367 | ||||||||||||||
| 2026 | 19,442 | — | 19,442 | ||||||||||||||
| 2027 | 18,608 | — | 18,608 | ||||||||||||||
| Thereafter | 188,581 | — | 188,581 | ||||||||||||||
Total lease payments(1) | 249,571 | $ | 77 | $ | 249,494 | ||||||||||||
| Less: Imputed Interest | (78,248) | ||||||||||||||||
| Total lease liabilities | $ | 171,323 | |||||||||||||||
| June 30, 2023 | |||||||||||||||||
| Gross Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||
| Customer relationships | $ | 47,400 | $ | (31,205) | $ | 16,195 | |||||||||||
| Trade names and trademarks | 18,400 | (12,113) | 6,287 | ||||||||||||||
| Total | $ | 65,800 | $ | (43,318) | $ | 22,482 | |||||||||||
| December 31, 2022 | |||||||||||||||||
| Gross Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||
| Customer relationships | $ | 47,400 | $ | (28,835) | $ | 18,565 | |||||||||||
| Trade names and trademarks | 18,400 | (11,193) | 7,207 | ||||||||||||||
| Total | $ | 65,800 | $ | (40,028) | $ | 25,772 | |||||||||||
| June 30, 2023 | December 31, 2022 | ||||||||||
| Leasehold improvements | $ | 65,616 | $ | 76,389 | |||||||
| Furniture and fixtures | 11,283 | 15,313 | |||||||||
| Equipment | 21,111 | 21,382 | |||||||||
| Software | 5,920 | 6,945 | |||||||||
| Total | 103,930 | 120,029 | |||||||||
| Less: Accumulated depreciation and amortization | (32,953) | (71,639) | |||||||||
| Fixed assets, net | $ | 70,977 | $ | 48,390 | |||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Income (loss) before income taxes | $ | (22,813) | $ | 5,807 | $ | (44,947) | $ | 9,855 | |||||||||||||||
| Income tax expense (benefit) | $ | (4,543) | $ | 3,141 | $ | 743 | $ | 6,137 | |||||||||||||||
| Effective income tax rate | 19.9 | % | 54.1 | % | (1.7) | % | 62.3 | % | |||||||||||||||
NOTE 4. PRIVATE PLACEMENT
Simultaneously withper share. The warrants met the definition of a derivative under ASC Topic 815, Derivatives and Hedging, and as such, the Company recorded these warrants as liabilities at fair value upon the closing of the Initial Public Offering, FinTech Investor Holdings IV, LLC purchased 610,000 Private Placement Units atBusiness Combination in accordance with ASC Topic 820, Fair Value Measurement, with subsequent changes in their respective fair values recorded in Change in fair value of warrant liabilities on the Condensed Consolidated Statements of Operations.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Professional fees | |||||||||||||||||||||||
| PWP Incentive Plan Awards | $ | 368 | $ | 530 | $ | 963 | $ | 1,045 | |||||||||||||||
| Total Professional fees | $ | 368 | $ | 530 | $ | 963 | $ | 1,045 | |||||||||||||||
| Equity-based compensation | |||||||||||||||||||||||
| PWP Incentive Plan Awards | $ | 23,805 | $ | 17,902 | $ | 51,142 | $ | 40,082 | |||||||||||||||
Legacy Awards(1) | 3,224 | 3,338 | 6,449 | 6,677 | |||||||||||||||||||
Professional Partners Awards(1) | 15,183 | 15,187 | 32,292 | 30,558 | |||||||||||||||||||
| Total Equity-based compensation | $ | 42,212 | $ | 36,427 | $ | 89,883 | $ | 77,317 | |||||||||||||||
| Income tax benefit of equity-based awards | $ | 3,065 | $ | 2,328 | $ | 6,624 | $ | 5,567 | |||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income (loss) attributable to Perella Weinberg Partners – basic | $ | 359 | $ | 9,265 | $ | (4,764) | $ | 18,159 | |||||||||||||||
| Dilutive effect from assumed exchange of PWP OpCo Units, net of tax | (16,980) | (9,319) | (43,859) | (18,647) | |||||||||||||||||||
| Net income (loss) attributable to Perella Weinberg Partners – diluted | $ | (16,621) | $ | (54) | $ | (48,623) | $ | (488) | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average shares of Class A common stock outstanding – basic | 42,743,611 | 44,584,181 | 42,531,895 | 45,247,373 | |||||||||||||||||||
| Weighted average number of incremental shares from assumed exchange of PWP OpCo Units | 43,778,015 | 46,104,690 | 44,034,180 | 46,705,704 | |||||||||||||||||||
| Weighted average shares of Class A common stock outstanding – diluted | 86,521,626 | 90,688,871 | 86,566,075 | 91,953,077 | |||||||||||||||||||
| Net income (loss) per share attributable to Class A common shareholders | |||||||||||||||||||||||
| Basic | $ | 0.01 | $ | 0.21 | $ | (0.11) | $ | 0.40 | |||||||||||||||
| Diluted | $ | (0.19) | $ | 0.00 | $ | (0.56) | $ | (0.01) | |||||||||||||||
NOTE 5. 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 shareholders has not been presented as these shares are entitled to an insignificant amount of economic participation.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
Warrants(1) | n/a | — | n/a | — | ||||||||||||||||||||||
| PWP Incentive Plan Awards | 275,508 | 41,654 | 1,001,289 | 168,435 | ||||||||||||||||||||||
| Total | 275,508 | 41,654 | 1,001,289 | 168,435 | ||||||||||||||||||||||
| June 30, 2023 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Financial asset | |||||||||||||||||||||||
U.S. Treasury securities(1) | $ | 50,004 | $ | — | $ | — | $ | 50,004 | |||||||||||||||
| December 31, 2022 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Financial assets | |||||||||||||||||||||||
U.S. Treasury securities(2) | $ | — | $ | 140,110 | $ | — | $ | 140,110 | |||||||||||||||
| Cash surrender value of company-owned life insurance | — | 488 | — | 488 | |||||||||||||||||||
| Total financial assets | $ | — | $ | 140,598 | $ | — | $ | 140,598 | |||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| TSA income – Compensation related | $ | 94 | $ | 213 | $ | 186 | $ | 418 | |||||||||||||||
| TSA income – Non-compensation related | 22 | 547 | 44 | 667 | |||||||||||||||||||
| Sublease income | 160 | 160 | 319 | 363 | |||||||||||||||||||
| Total income from PWP Capital Holdings LP | $ | 276 | $ | 920 | $ | 549 | $ | 1,448 | |||||||||||||||
FINTECH ACQUISITION CORP. IV
NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)
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 completesentered into a liquidation, merger, capital stock exchange, reorganization or other similar transactiontax receivable agreement with PWP OpCo, Professional Partners and ILPs that results in allprovides for payment of 85% of the public stockholders having the right to exchange their sharesamount of common stock for cash securities or other property.
Administrative Support Agreement
The Company entered into an agreement, commencing on September 25, 2020 through the earlier of the Company’s consummation of a Business Combinationsavings, if any, in U.S. federal, state and its liquidation, to pay the Sponsor or an affiliate of the Sponsor $20,000 per month for office space, administrativelocal and shared personnel support services.
Promissory Note — Related Party
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.
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 Units. As of September 30, 2020, there were no amounts outstanding under the Working Capital Loans.
NOTE 6. 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 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.
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,foreign income taxes that the Company register such securities. In addition,is deemed to realize as a result of (a) each exchange of interests in PWP OpCo for cash or stock of the holders will haveCompany and certain “piggy-back” registration rights with respect to registration statements filed subsequentother transactions and (b) payments made under the tax receivable agreement. As of June 30, 2023, the Company had an amount due of $25.1 million pursuant to the completiontax receivable agreement, which represents management’s best estimate of a Business Combination and rightsthe amounts currently expected to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurredbe owed in connection with the filingtax receivable agreement for the Business Combination and subsequent exchanges made to date and is reported within Amount due pursuant to tax receivable agreement on the Condensed Consolidated Statement of any such registration statements.
FINTECH ACQUISITION CORP. IV
NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)
Underwriting Agreement
Cantor Fitzgerald & Co. and Wells Fargo Securities, LLC, as representatives ofFinancial Condition. The Company expects to make the several underwriters, are entitled to a deferred fee of $9,800,000. The deferred fee will become payablefollowing payments with respect to the representativestax receivable agreement, which are exclusive of potential payments in respect of future exchanges and may differ significantly from actual payments made:
| Years Ending: | Estimated Payments Under Tax Receivable Agreement | ||||
| Remainder of 2023 | $ | — | |||
| 2024 | 1,091 | ||||
| 2025 | 1,340 | ||||
| 2026 | 1,388 | ||||
| 2027 | 1,418 | ||||
| Thereafter | 19,879 | ||||
| Total payments | $ | 25,116 | |||
NOTE 7. STOCKHOLDERS’ EQUITY
Preferred Stock —of securities offered for sale in public markets, commissions for the brokerage of publicly traded securities and equity research constitute a single business segment. The Company is authorizedorganized as one operating segment in order to issue 1,000,000 shares of preferred stock with a parmaximize the value of $0.0001 per share with such designations, rightsadvice to clients by drawing upon the diversified expertise and preferencesbroad relationships of its senior professionals across the Company. The Company has a single operating segment and therefore a single reportable segment.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| United States | $ | 134,782 | $ | 129,659 | $ | 230,320 | $ | 221,817 | |||||||||||||||
| International | 30,763 | 21,445 | 66,651 | 81,163 | |||||||||||||||||||
| Total | $ | 165,545 | $ | 151,104 | $ | 296,971 | $ | 302,980 | |||||||||||||||
| June 30, 2023 | December 31, 2022 | ||||||||||
| Assets | |||||||||||
| United States | $ | 433,146 | $ | 531,590 | |||||||
| International | 148,956 | 185,503 | |||||||||
| Total | $ | 582,102 | $ | 717,093 | |||||||
Class A Common Stock — The Company is authorized to issue 100,000,000 sharesPWP declared a cash dividend of Class A common stock with a par value of $0.0001$0.07 per share. Holders of Class A common stock are entitled to one vote for each share. At September 30, 2020, there were 1,925,453 shares of Class A common stock issued and outstanding, excluding 21,684,547 shares of Class A common stock subject to possible redemption. At December 31, 2019, there were no share of Class A common stock issued or outstanding.
stock. This dividend will be paid on September 12, 2023 to Class B Common Stock — On June 13, 2019, the Company filed an amendment to its CertificateA common stockholders 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. Atrecord on September 30, 2020 and December 31, 2019, there were 7,870,000 shares of Class B common stock issued and outstanding.
1, 2023. Holders of Class B common stock will vote on the election of directors prioralso receive dividends equal to the consummationamount of a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single classdividends made 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 into0.001 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).
Warrants — 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.
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 holder.
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 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 basis” 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.
FINTECH ACQUISITION CORP. IV
NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)
Redemption of Warrants for Cash. The Company may redeem the Public Warrants:
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. If 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.
NOTE 8. 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:
FINTECH ACQUISITION CORP. IV
NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)
At September 30, 2020, assets held in the Trust Account were comprised of $230,000,063 in money market funds, which are invested in U.S. Treasury Securities. During the nine months ended September 30, 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 September 30, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| Description | Level | September 30, 2020 | ||||||
| Assets: | ||||||||
| Trust Account – U.S. Treasury Securities Money Market Fund | 1 | $ | 230,000,063 | |||||
NOTE 9. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.
13
of Operations was a $2.2 million loss and $5.2 million gain, respectively, primarily related to U.S. dollar-denominated cash and intercompany receivables held by our foreign subsidiaries as the U.S. dollar strengthened. For the six months ended June 30, 2023 and 2022, the net impact of the fluctuation of foreign currencies recorded in Foreign currency translation gain (loss) within our Condensed Consolidated Statements of Comprehensive Income (Loss) was a $3.5 million gain and $7.3 million loss, respectively. We have not entered into any transactions to hedge our exposure to these foreign currency fluctuations using derivative instruments or other methods but may do so if we deem appropriate in the future. ITEMMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSReferences in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to FinTech Acquisition Corp. IV. References to our “management” or our “management team” refer to our officersManagement’s Discussion and directors, references to the “Sponsor” refer to FinTech Investor Holdings IV, LLCAnalysis of Financial Condition and FinTech Masala Advisors IV, LLC. Results of Operationsthe Company’sour financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and therelated notes thereto containedincluded elsewhere in this Quarterly Report. Certain information contained in theForm 10-Q. This discussion and analysis set forth below includescontains forward-looking statements that involve risks and uncertainties.Special Our actual results could differ materially from the forward-looking statements below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section entitled “Risk Factors” and elsewhere in this Form 10-Q.Regarding Forward-Looking11—Warrants in the notes to condensed consolidated financial statements included elsewhere in this Form 10-Q for additional information.Three Months Ended
June 30,Six Months Ended
June 30,(Dollars in thousands) 2023 2022 2023 vs. 2022 2023 2022 2023 vs. 2022 Revenues $ 165,545 $ 151,104 10% $ 296,971 $ 302,980 (2)% Expenses Compensation and benefits 106,216 90,587 17% 176,179 177,832 (1)% Equity-based compensation 42,212 36,427 16% 89,883 77,317 16% Total compensation and benefits 148,428 127,014 17% 266,062 255,149 4% Non-compensation expenses 38,869 33,103 17% 75,351 67,203 12% Total operating expenses 187,297 160,117 17% 341,413 322,352 6% Operating income (loss) (21,752) (9,013) 141% (44,442) (19,372) 129% Non-operating income (expenses) Related party income 276 950 (71)% 549 1,508 (64)% Other income (expense) (1,337) 3,776 NM (1,054) 5,619 NM Change in fair value of warrant liabilities — 10,094 NM — 22,100 NM Total non-operating income (expenses) (1,061) 14,820 NM (505) 29,227 NM Income (loss) before income taxes (22,813) 5,807 NM (44,947) 9,855 NM Income tax expense (benefit) (4,543) 3,141 NM 743 6,137 (88)% Net income (loss) (18,270) 2,666 NM (45,690) 3,718 NM Less: Net income (loss) attributable to non-controlling interests (18,629) (6,599) 182% (40,926) (14,441) 183% Net income (loss) attributable to Perella Weinberg Partners $ 359 $ 9,265 (96)% $ (4,764) $ 18,159 NM NM = Not meaningful Three Months Ended
June 30,Six Months Ended
June 30,(Dollars in millions) 2023 2022 2023 vs. 2022 2023 2022 2023 vs. 2022 Total Advisory Clients 88 77 11 124 114 10 Total Clients with Fees Greater than $1.0 million 36 32 4 64 62 2 Average Fee Size $ 1.8 $ 1.9 $ (0.1) $ 2.3 $ 2.6 $ (0.3) Three Months Ended
June 30,Six Months Ended
June 30,(Dollars in thousands) 2023 2022 2023 vs. 2022 2023 2022 2023 vs. 2022 Expenses Compensation and benefits $ 106,216 $ 90,587 17 % $ 176,179 $ 177,832 (1) % % of Revenues 64 % 60 % 59 % 59 % Equity-based compensation $ 42,212 $ 36,427 16 % $ 89,883 $ 77,317 16 % % of Revenues 25 % 24 % 30 % 26 % Total compensation and benefits $ 148,428 $ 127,014 17 % $ 266,062 $ 255,149 4 % % of Revenues 90 % 84 % 90 % 84 % Non-compensation expenses $ 38,869 $ 33,103 17 % $ 75,351 $ 67,203 12 % % of Revenues 23 % 22 % 25 % 22 % Total operating expenses $ 187,297 $ 160,117 17 % $ 341,413 $ 322,352 6 % % of Revenues 113 % 106 % 115 % 106 % Six Months Ended
June 30,(Dollars in thousands) 2023 2022 Cash Provided By (Used In) Operating Activities Net income (loss) $ (45,690) $ 3,718 Non-cash charges and other operating activity adjustments 107,214 69,585 Other operating activities (112,363) (218,543) Total operating activities (50,839) (145,240) Investing Activities 56,477 (118,960) Financing Activities (49,611) (77,220) Effect of exchange rate changes on cash, cash equivalents and restricted cash 2,217 (10,331) Net increase (decrease) in cash, cash equivalents and restricted cash (41,756) (351,751) Cash, cash equivalents and restricted cash, beginning of period 174,166 504,775 Cash, cash equivalents and restricted cash, end of period $ 132,410 $ 153,024 includes “forward-looking statements” that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in thison Form 10-Q should be read together with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regardingcontained in the Company’s financial position, business strategy andAnnual Report on Form 10-K filed on February 28, 2023 regarding these critical accounting estimates. For changes to our critical accounting estimates during the plans and objectivessix months ended June 30, 2023, refer to Note 2—Summary of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussedSignificant Accounting Policies in the forward-looking statements. For information identifying important factors that could cause actual resultsnotes to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.OverviewWe are a blank check company incorporated on November 20, 2018 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses. We have not selected any specific Business Combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target. We intend to effectuate our initial Business Combination using cash from the proceeds of our Initial Public Offering and the private placement of the Private Placement Units, the proceeds of the sale of our shares in connection with our initial Business Combination, shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.We expect to continue to incur significant costs in the pursuit of our initial Business Combination. We cannot assure you that our plans to complete our initial Business Combination will be successful.Results of OperationsWe have neither engaged in any operations nor generated any revenues to date. Our only activities from inception through September 30, 2020 were organizational activities, those necessary to prepare for our Initial Public Offering, described below, and, after our Initial Public Offering, identifying a target company for an initial Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.For the three months ended September 30, 2020, we had a net loss of $19,845, which consists of formation and operating costs of $19,908, offset by interest income on marketable securities held in the Trust Account of $63.For the nine months ended September 30, 2020, we had a net loss of $21,438, which consists of formation and operating costs of $21,501, offset by interest income on marketable securities held in the Trust Account of $63.For the three and nine months ended September 30, 2019, we had a net loss of $0 and $969, which consists of formation and operating costs of $0 and $969.Liquidity and Capital ResourcesUntil the consummation of the Initial Public Offering, the Company’s only source of liquidity was an initial purchase of shares of Class B common stock by our Sponsor and loans from our Sponsor.On September 29, 2020, we consummated our Initial Public Offering of 23,000,000 Units at a price of $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of our Initial Public Offering, we consummated the sale of 610,000 Private Placement Units to the Sponsor at a price of $10.00 per Unit, generating gross proceeds of $6,100,000.Following our Initial Public Offering and the sale of the Private Placement Units, a total of $230,000,000 was placed in the Trust Account. We incurred $14,255,791 in transaction costs, including $4,000,000 of underwriting fees, $9,800,000 of deferred underwriting fees and $455,791 of other costs.For the nine months ended September 30, 2020, cash used in operating activities was $33,116. Net loss of $21,438 was affected by interest earned on marketable securities held in the Trust Account of $63 and changes in operating assets and liabilities, which used $11,615 of cash from operating activities.For the nine months ended September 30, 2019, cash used in operating activities was $977. Net loss of $969 was affected by expense paid by Sponsor and changes in operating assets and liabilities, which used $577 of cash from operating activities.As of September 30, 2020, we had cash and marketable securities of $230,000,063 held in the Trust Account. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes paid and deferred underwriting commissions) to complete our initial Business Combination. We may withdraw interest to pay taxes. During the period ended September 30, 2020, we did not withdraw any interest earned on the Trust Account. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.As of September 30, 2020, we had cash of $1,634,508 outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial Business Combination.In order to fund working capital deficiencies or finance transaction costs in connection with our initial Business Combination, our Sponsor or 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. If we complete our initial Business Combination, we would repay such loaned amounts. In the event that our initial Business Combination does not close, we may use a portion of the 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. Up to $1,500,000 of such loans may be convertible into units identical to the Private Placement Units, at a price of $10.00 per unit at the option of the lender.We do not currently believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating our initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.Off-Balance Sheet Financing ArrangementsWe have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2020. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.Contractual ObligationsWe do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor or an affiliate of the Sponsor a monthly fee up to $20,000 for office space, utilities and shared personnel support services. We began incurring these fees on September 25, 2020 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.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 us 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 we 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 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 statements.Cantor Fitzgerald & Co. 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.Critical Accounting PoliciesThe preparation of unaudited condensed consolidated financial statements and related disclosuresincluded elsewhere in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:Class A Common Stock Subject to Possible RedemptionWe account for our 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 our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, the Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of our unaudited condensed balance sheet.Net Loss per Common ShareWe apply the two-class method in calculating earnings 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, net of applicable taxes, by the weighted average number of shares of Class A redeemable common stock outstanding for the periods. Net income per common share, basic and diluted for Class A and Class B non-redeemable common stock is calculated by dividing net income less income attributable to Class A redeemable common stock, by the weighted average number of shares of Class A and Class B non-redeemable common stock outstanding for the periods presented.Recent Accounting StandardsManagement does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial statements.
ITEMQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKAsQuantitative and Qualitative Disclosures About Market RiskSeptember 30, 2020, we were not subject to any market or interest rate risk. Following the consummationFinancial Condition and Results of our Initial Public Offering, the net proceeds received into the Trust Account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 185 days or less or in certain money market funds that invest solely in US treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.Operations – Market Risk and Credit Risk”.
Controls and Procedures 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.ITEMCONTROLS AND PROCEDURESare controls(as defined in Rules 13a-15(e) and other procedures that15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’sSEC rules and forms. Disclosure controlsforms, and procedures include, without limitation, controls and procedures designed to ensure that such information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.Evaluationdisclosures.Disclosure Controls and ProceduresAs required by Rules 13a-15 and 15d-15this Quarterly Report on Form 10-Q, our management, under the Exchange Act,supervision and with the participation of our Chief Executive Officerprincipal executive officer and Chief Financial Officer carried out an evaluation ofprincipal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of SeptemberJune 30, 2020.2023. Based upon theiron that evaluation, our Chief Executive Officerprincipal executive officer and Chief Financial Officerprincipal financial officer concluded that our disclosure controls and procedures (as definedwere effective to provide reasonable assurance that the information required to be disclosed in Rules 13a-15 (e) and 15d-15 (e)reports that we file or submit under the Exchange Act) were effective.Overover Financial ReportingDuring the most recently completed fiscal quarter, there has beenchangechanges in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the six months ended June 30, 2023 that has materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.II -II. OTHER INFORMATION
ITEMLEGAL PROCEEDINGS.None.
Risk Factors ITEMRISK FACTORS. that could cause our actual resultsdiffer materially from those in this Quarterly Report include theour risk factors describedthat were previously disclosed in our final prospectus“Part I. Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on September 25, 2020. As of the date of this Quarterly Report, other than as described below, there have been no material changes to the risk factors disclosed in our final prospectus filed with the SEC.The securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $10.00 per share.The proceeds held in the Trust Account are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial business combination or make certain amendments to our Amended and Restated Certificate of Incorporation, our public stockholders are entitled to receive their pro-rata share of the proceeds held in the Trust Account, plus any interest income not released to us, net of taxes payable. Negative interest rates could impact the per-share redemption amount that may be received by public stockholders.
ITEMUNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.On September 29, 2020, we consummatedUnregistered Sales of Equity Securities and Use of ProceedsInitial Public Offeringrepurchase of 23,000,000 Units. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $230,000,000. Cantor Fitzgerald & Co. and Wells Fargo Securities, LLC acted as joint book running managers ofequity securities during the offering. The securities sold in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-248664). The SEC declared the registration statement effective on September 24, 2020.Simultaneously with the consummation of the Initial Public Offering, we consummated a private placement of 610,000 Private Placement Units to our Sponsor at a price of $10.00 per Private Placement Unit, generating total proceeds of $6,100,000. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.The Private Placement Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable untilthree months ended June 30, days after the completion of a Business Combination, subject to certain limited exceptions.Of the gross proceeds received from the Initial Public Offering and the full exercise of the option to purchase additional Units, $230,000,000 was placed in the Trust Account.We paid a total of $4,000,000 in underwriting discounts and commissions and $455,791 for other offering costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed to defer $9,800,000 in underwriting discounts and commissions.For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.Period Total Number of Shares Repurchased Average Price Paid Per Unit Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares yet to be Purchased Under the Publicly Announced Plans or Programs April 1, 2023 - April 30, 2023 563,728 $ 8.89 563,728 $ 111,547,437 May 1, 2023 - May 31, 2023 355,651 $ 7.66 355,651 $ 108,823,525 June 1, 2023 - June 30, 2023 — — — $ 108,823,525 Total 919,379 $ 8.41 919,379
Defaults Upon Senior SecuritiesITEMDEFAULTS UPON SENIOR SECURITIES.
Mine Safety DisclosuresITEMMINE SAFETY DISCLOSURES.
ITEMOTHER INFORMATION.None.
ITEMEXHIBITS.The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.*Filed herewith.**104Furnished herewith.Cover Page Interactive Data File (embedded within the Inline XBRL document) (1)Previously filed as an exhibit to our Current Report on Form 8-K filed on September 30, 2020 and incorporated by reference herein.19FINTECH ACQUISITION CORP. IVPERELLA WEINBERG PARTNERS Date: November 16, 2020August 4, 2023By: /s/ Daniel G. CohenANDREW BEDNARName: Daniel G. CohenAndrew Bednar Title:Chief Executive Officer (Principal Executive Officer)Officer)Date: November 16, 2020August 4, 2023By: /s/ Douglas ListmanGARY S. BARANCIKName: Douglas ListmanGary S. Barancik Title:Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)20