Filing Overview
This Form 8-K was filed by FinTech Acquisition Corp. IV (FTIV), not Perella Weinberg Partners, on April 29, 2021, reporting an event dated April 25, 2021. FTIV is a special purpose acquisition company pursuing a proposed business combination with Perella Weinberg Partners (PWP).
Material Accounting and Financial Matters
- Following the SEC’s April 12, 2021 guidance on SPAC warrant accounting, FTIV determined that its 7,666,666 public warrants and 203,333 private-placement warrants should be classified as derivative liabilities rather than equity.
- The warrants will be measured at fair value, with changes in fair value recognized in earnings each reporting period.
- The company stated that the accounting change is non-cash and does not affect previously reported operating expenses, cash flows, or cash.
- FTIV reported that it had generated no operating revenue to date and would not generate operating revenue until completion of its initial business combination, at the earliest.
- The filing does not provide revised amounts for revenue, profit, margins, cash flow, debt, liquidity, warrant liabilities, or fair-value adjustments.
Restatement and Non-Reliance
On April 25, 2021, the Audit Committee concluded that the company’s previously issued financial statements for the following periods should no longer be relied upon:
- Audited financial statements for the year ended December 31, 2020.
- Unaudited financial statements for the three and nine months ended September 30, 2020.
- Audited balance sheet as of September 29, 2020.
These statements, related audit and review information, press releases, investor communications, and other materials containing affected financial information will be restated to reflect the warrant reclassification. Management and the Audit Committee discussed the matter with the independent accountant.
Business Combination, Outlook, and Risks
The filing includes solicitation materials relating to the proposed FTIV-PWP business combination. FTIV had filed a preliminary proxy statement and expected to mail a definitive proxy statement for stockholder approval. Completion remains subject to applicable conditions, including stockholder approval, potential regulatory approvals, financing and private-placement completion, and continued NASDAQ listing.
Highlighted risks include failure to complete the transaction, stockholder redemptions, transaction costs, inability to realize anticipated benefits, disruption to PWP’s operations, retention of key personnel, competitive and economic conditions, COVID-19 impacts, regulatory changes, and potential litigation. The filing does not provide transaction guidance or quantified operating forecasts.
Investor Verification Checklist
- Verify that the filing registrant is FinTech Acquisition Corp. IV and reconcile this with the requested Perella Weinberg Partners company identifier.
- Review the subsequent restated financial statements and determine the impact of warrant fair-value changes on liabilities, earnings, net income, and equity.
- Confirm whether the proposed business combination, private placement, and required stockholder and regulatory approvals were completed.
- Assess the warrant terms and the valuation methodology used for the derivative liabilities.
- Review the definitive proxy statement and related risk-factor disclosures for redemption assumptions, transaction costs, pro forma results, and participant interests.