PWP Forward Acquisition Corp. I Files Preliminary Proxy Statement to Obtain Stockholder Approval to Liquidate Early
October 17 2022 - 5:34PM
Business Wire
PWP Forward Acquisition Corp. I (NASDAQ: FRW, FRWAU, FRWAW)
(“PFAC” or the “Company”) announced today that it has filed a
preliminary proxy statement to seek stockholder approval to adopt
an amendment to its Amended and Restated Certificate of
Incorporation (“Charter”) to allow the Company to redeem all of its
outstanding public shares and liquidate before December 31, 2022,
in advance of the automatic termination date in its current Charter
of March 12, 2023.
Since PFAC’s listing on NASDAQ on March 10, 2021, the Company’s
leadership has conducted a thorough search for the right target and
evaluated a number of companies with the goal to complete an
initial business combination that met its investment criteria.
Further, PFAC’s leadership has carefully evaluated the current
adverse market conditions, including a limited pool of public
company-ready business combination partners and their diminished
interest in pursuing a public listing via a SPAC, the overall
decline in the SPAC market, high redemption rates of SPACs,
increased regulatory uncertainty around SPACs and the evaporation
of the PIPE market. Considering these factors, and despite
significant efforts to identify and complete an initial business
combination, PFAC’s leadership does not believe that it will
complete an initial business combination by March 12, 2023. As a
result, PFAC’s leadership has determined that it is prudent and in
the best interests of the Company and its stockholders to liquidate
the Company early.
PFAC will seek a favorable vote from stockholders at a special
meeting to be held later this year. As part of that process, the
holders of public shares will have an opportunity to submit their
shares for redemption, subject to the provisions of PFAC’s Charter.
The funds held in trust as of September 30, 2022 were $212,873,704
and the Company expects to return approximately $10.03 per public
share to redeeming stockholders, including interest (net of taxes
payable).
For more information, please see the Preliminary Proxy Statement
filed with the Securities and Exchange Commission (the “SEC”) on
October 17, 2022.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements other than statements of historical fact
included in this press release are forward-looking statements. When
used in this press release, words such as “anticipate,” “believe,”
“estimate,” “expect,” “intend” and similar expressions, as they
relate to us or our management team, identify forward-looking
statements. Such forward-looking statements are based on the
beliefs of management, as well as assumptions made by, and
information currently available to, the Company’s management.
Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors
detailed in the Company’s filings with the SEC. All subsequent
written or oral forward-looking statements attributable to us or
persons acting on our behalf are qualified in their entirety by
this paragraph. Forward-looking statements are subject to numerous
conditions, many of which are beyond the control of the Company,
including those set forth in the Risk Factors section of the
Company’s latest Annual Report on Form 10-K and subsequent
Quarterly Reports on Form 10-Q filed with the SEC. The Company
undertakes no obligation to update these statements for revisions
or changes after the date of this release, except as required by
law.
About PFAC
PWP Forward Acquisition Corp. I is a blank check company formed
for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar
business combination involving one or more businesses.
About PWP
Perella Weinberg Partners is a leading global independent
advisory firm, providing strategic and financial advice to a broad
client base, including corporations, institutions, governments,
sovereign wealth funds, and the financial sponsor community. The
firm offers a wide range of advisory services to clients in the
most active industry sectors and global markets. With approximately
650 employees, PWP currently maintains offices in New York,
Houston, London, Calgary, Chicago, Denver, Los Angeles, Paris,
Munich, and San Francisco.
Additional Information
On October 17, 2022, PFAC filed a preliminary proxy statement
with the SEC in connection with its solicitation of proxies for its
special meeting of stockholders. Prior to the special meeting, PFAC
will file with the SEC and furnish to stockholders a definitive
proxy statement, together with a proxy card. INVESTORS AND SECURITY
HOLDERS OF PFAC ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER
DOCUMENTS PFAC FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders will be able to obtain free copies
of the definitive proxy statement (including any amendments or
supplements thereto) and other documents filed with the SEC through
the web site maintained by the SEC at www.sec.gov. Copies will also
be available free of charge to the public on, or accessible
through, the Company’s corporate website under the heading “SEC
Filings” at www.pfaci.com.
Participants in the Solicitation
PFAC, its directors and certain of its executive officers and
employees may be deemed to be participants in the solicitation of
proxies from stockholders in connection with the special meeting.
Additional information regarding the identity of these potential
participants and their direct or indirect interests, by security
holdings or otherwise, is set forth in the preliminary proxy
statement for the special meeting that was filed on October 17,
2022, and will be set forth in the definitive proxy statement and
other materials to be filed with the SEC in connection with the
special meeting. You may obtain free copies of these documents
using the sources indicated above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221017006007/en/
For PFAC Investors: pfacinvestors@pwpartners.com For Perella
Weinberg Partners Investor Relations: investors@pwpartners.com For
Perella Weinberg Partners Media: media@pwpartners.com
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