Current Report Filing (8-k)
March 18 2021 - 5:21PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): March 12, 2021
PWP
Forward Acquisition Corp. I
(Exact
name of registrant as specified in its charter)
Delaware
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001-40185
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85-3098890
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(State or other
jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification
No.)
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767
Fifth Avenue
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New York, NY
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10153
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(Address of principal
executive offices)
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(Zip Code)
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(212)
287-3200
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange
on which registered
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Units, each consisting
of one share of Class A common stock and one-fifth of one redeemable warrant
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FRWAU
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The Nasdaq Stock
Market LLC
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Class A common
stock, par value $0.0001 per share
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FRW
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The Nasdaq Stock
Market LLC
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Redeemable warrants,
each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
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FRWAW
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The Nasdaq Stock
Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On
March 12, 2021, PWP Forward Acquisition Corp. I (the “Company”) consummated its initial public offering
(the “IPO”) of 20,000,000 units (the “Units”). Each Unit consists of one share of Class A
common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-fifth of one
redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one share of Class A Common
Stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds
to the Company of $200,000,000. The Company has granted the underwriters a 45-day option to purchase up to an additional 3,000,000
units at the initial public offering price to cover over-allotments, if any. On March 16, 2021, the Underwriters partially
exercised the over-allotment option and, on March 18, 2021, purchased an additional 1,163,433 Units (the “Over-Allotment
Units”), generating gross proceeds to the Company of $11,634,330.
Substantially concurrently with the closing of the IPO, the
Company completed the private sale of 4,000,000 warrants (the “Private Placement Warrants”) to the Company’s
sponsor, PWP Forward Sponsor I LLC, at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the
Company of $6,000,000. In connection with the closing of the purchase of the Over-Allotment Units, the Company sold an additional
155,124 Private Placement Warrants (the “Over-Allotment Private Placement Warrants”) to the Sponsor at a price
of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $232,686.60.
A total
of $211,634,330, comprised of proceeds from the IPO and the sale of the Over-Allotment Units, the Private Placement Warrants and
Over-Allotment Private Placement Warrants was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained
by Continental Stock Transfer & Trust Company, acting as trustee. An audited balance sheet as of March 12,
2021 reflecting receipt of the proceeds upon consummation of the IPO and the sale of the Private Placement Warrants, but not the
proceeds in connection with the sale of the Over-Allotment Units or the Over-Allotment Private Placement Warrants has been issued
by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
The following exhibits are filed with this Form 8-K:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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PWP Forward Acquisition Corp. I
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Date: March 18, 2021
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By:
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/s/ Stacia Ryan
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Name:
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Stacia Ryan
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Title:
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Chief Executive Officer
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