Business Context and Reporting Period
This Form 8-K, dated June 22, 2021, was filed by FinTech Acquisition Corp. IV (“FTIV”), a special purpose acquisition company, regarding its stockholder vote on the proposed business combination with Perella Weinberg Partners (“PWP”). Following closing, PWP was expected to become the operating partnership in an Up-C structure and the public company was expected to change its name to Perella Weinberg Partners.
Key Financial Metrics and Capitalization
The filing is primarily a shareholder-vote report and does not provide revenue, profit, cash flow, margin, debt, liquidity, or other operating financial metrics.
The approved Nasdaq proposal authorized the issuance of more than 20% of FTIV’s outstanding common stock in connection with the business combination and the issuance of 12,500,000 shares, potentially increasing to 14,850,000 shares, in connection with the PIPE investment.
Material Changes Versus the Prior Comparable Period
- FTIV stockholders approved the business combination and adopted the related Business Combination Agreement.
- Stockholders approved amendments to facilitate the transaction, including changing the company’s name from FinTech Acquisition Corp. IV to Perella Weinberg Partners and removing provisions applicable only to SPACs.
- Stockholders approved a classified board structure, authorized additional capital stock, new Class B-1 shares with 10 votes per share and Class B-2 shares with one vote per share, and amendments concerning corporate opportunities.
- Stockholders approved the proposed post-closing board nominees and the Perella Weinberg Partners 2021 Omnibus Incentive Plan, including its French sub-plan.
Guidance, Outlook, Risks, Contingencies, and Unusual Items
The filing does not provide management guidance or an operating outlook. The transaction remained subject to completion of the closing conditions under the Business Combination Agreement.
The proposed transaction involves significant share issuance and a change of control. The approved Class B-1 structure would provide 10 votes per share, creating potential voting concentration. The charter amendments also limit the application of corporate-opportunity restrictions to specified parties to the fullest extent permitted by law.
The adjournment proposal was not presented because sufficient votes were available to approve the other proposals.
Voting Results
| Proposal | For | Against | Abstain |
|---|---|---|---|
| Business combination | 24,946,240 | 152 | 228 |
| Nasdaq issuance and change-of-control approval | 24,942,878 | 3,376 | 366 |
| Classified board | 22,809,536 | 2,136,806 | 278 |
| Corporate opportunity amendments | 22,983,288 | 1,963,054 | 278 |
| Authorized capital stock | 23,039,335 | 1,906,889 | 396 |
| Class B-1 and Class B-2 stock | 22,793,624 | 2,151,618 | 1,378 |
| Additional charter amendments and name change | 24,945,620 | 772 | 228 |
| Incentive plan | 21,880,359 | 3,063,393 | 2,868 |
| French sub-plan | 23,780,763 | 1,162,178 | 3,679 |
Important Facts for Investors to Verify
- Whether and when the business combination formally closed and whether all closing conditions were satisfied.
- The final number of shares issued to PWP holders, PIPE investors, and other transaction participants.
- The post-closing ownership, voting control, and economic interests associated with the Class B-1 and Class B-2 shares.
- The final capital structure, including redemptions, warrants, and any changes to the proposed PIPE size.
- The financial statements, operating results, liquidity, debt, and forward-looking guidance of the combined Perella Weinberg Partners entity, which are not provided in this filing.