Current Report Filing (8-k)
30 April 2021 - 12:26AM
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): April 29, 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 April 29, 2021, PWP Forward Acquisition Corp. I (the “Company”)
announced that the holders of the Company’s units sold in the Company’s initial public offering (the “Units”)
may elect to separately trade the shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and
redeemable warrants included in the Units commencing on April 30, 2021. Each Unit consists of one share of Class A Common Stock and one-fifth
of one redeemable warrant to purchase one share of Class A Common Stock. Any Units not separated will continue to trade on the Nasdaq
Capital Market (“Nasdaq”) under the symbol “FRWAU.” Any underlying shares of Class A Common Stock and redeemable
warrants that are separated will trade on Nasdaq under the symbols “FRW” and “FRWAW,” respectively. No fractional
warrants will be issued upon separation of the Units and only whole warrants will trade. Holders of Units will need to have their brokers
contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate such holders’ Units
into shares of Class A Common Stock and redeemable warrants.
A copy of the press release issued by the Company announcing
the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
This report may include “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 report are forward-looking statements. When used in
this report, 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 Securities and Exchange Commission (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 registration statements and prospectus relating to the Company’s initial public offering filed with
the SEC. Copies of such filings are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update
these statements for revisions or changes after the date of this release, except as required by law.
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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: April 29, 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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[Signature Page to Unit
Separation 8-K]
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