Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Sponsor Share Surrender and Share Restriction Agreement
As disclosed in a Current Report on Form 8-K of FinTech Acquisition Corp. IV, a
Delaware corporation (the "Company"), filed with the Securities and Exchange
Commission (the "SEC") on December 30, 2020, as amended by an Amendment to
Current Report on Form 8-K/A of the Company filed with the SEC on December 31,
2020 (together, the "Previous Current Report"), on December 29, 2020, the
Company announced that it entered into a Business Combination Agreement (the
"Business Combination Agreement"), dated as of December 29, 2020, by and among
the Company, FinTech Investor Holdings IV, LLC, a Delaware limited liability
company, Fintech Masala Advisors, LLC, a Delaware limited liability company
(together with FinTech Investor Holdings IV, LLC, the "Sponsor"), PWP Holdings
LP, a Delaware limited partnership ("PWP"), PWP GP LLC, a Delaware limited
liability company and the general partner of PWP ("PWP GP"), PWP Professional
Partners LP, a Delaware limited partnership and a limited partner of PWP
("Professionals"), and Perella Weinberg Partners LLC, a Delaware limited
liability company and the general partner of Professionals ("Professionals GP")
pursuant to which, among other things, the Company will acquire interests in
PWP, which will become jointly-owned by the Company, Professionals, and certain
existing partners of PWP and following the closing of the transactions
contemplated by the Business Combination Agreement ("the Closing") will serve as
the Company's operating partnership as part of an umbrella limited partnership
C-corporation (Up-C) structure.
As disclosed in the Previous Current Report, on December 29, 2020, concurrently
with the execution and delivery of the Business Combination Agreement, the
Sponsor entered into a Sponsor Share Surrender and Share Restriction Agreement
(the "Sponsor Share Cancellation Agreement") with the Company, PWP and the other
parties to that certain letter agreement, dated as of September 24, 2020, by and
among the Sponsor, the Company and such other parties, pursuant to which the
Sponsor agreed that, concurrent with and contingent upon the Closing, it will
forfeit an aggregate of 1,023,333 shares of Class B common stock for no
consideration and agrees that 610,000 shares of
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Class A common stock and 6,846,667 shares of Class B common stock held thereby
be subject to transfer restrictions for six months following the Closing and
that 80% of the shares of Class B common stock also be subject to vesting
conditions based on certain closing share price thresholds of the Company's
common stock for 20 out of any 30 consecutive trading days (such 80% of the
shares of Class B common stock, the "Share Price Restricted Class B Shares")
imposing restrictions on transfer prior to the satisfaction of such vesting
conditions.
On May 4, 2021, the parties to the Sponsor Share Cancellation Agreement entered
into an Amendment to Sponsor Share Surrender and Share Restriction Agreement
(the "Amendment to the Sponsor Share Cancellation Agreement"). The Amendment to
the Sponsor Share Cancellation Agreement revises the terms of the restrictions
on transfer of the Share Price Restricted Class B Shares to provide that such
restrictions on transfer, if not previously lapsed or terminated in accordance
with their terms, shall terminate on the tenth anniversary of the date of the
consummation of the business combination contemplated by the Business
Combination Agreement (the "Business Combination").
The foregoing description of the Amendment to the Sponsor Share Cancellation
Agreement does not purport to be complete and is qualified in its entirety by
the terms and conditions of the Amendment to the Sponsor Share Cancellation
Agreement, a copy of which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
Forward-Looking Statements
This Current Report contains "forward-looking statements" within the meaning of
The Private Securities Litigation Reform Act of 1995. Forward-looking statements
include, without limitation, statements regarding the estimated future financial
performance, financial position and financial impacts of the potential
transaction, the satisfaction of closing conditions to the potential transaction
and the private placement, the level of redemptions by the Company's public
stockholders, the timing of the completion of the potential transaction, the
anticipated pro forma enterprise value and Adjusted Net Income of the combined
company following the potential transaction, anticipated ownership percentages
of the combined company's stockholders following the potential transaction, and
the business strategy, plans and objectives of management for future operations,
including as they relate to the potential transaction. Such statements can be
identified by the fact that they do not relate strictly to historical or current
facts. When used in this Current Report, words such as "pro forma,"
"anticipate," "believe," "continue," "could," "estimate," "expect," "intend,"
"may," "might," "plan," "possible," "potential," "predict," "project," "should,"
"strive," "would" and similar expressions may identify forward-looking
statements, but the absence of these words does not mean that a statement is not
forward-looking. When the Company discusses its strategies or plans, including
as they relate to the potential transaction, it is making projections, forecasts
and forward-looking statements. Such statements are based on the beliefs of, as
well as assumptions made by and information currently available to, the
Company's management.
These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially from the expected
results. Most of these factors are outside the Company's and Perella Weinberg
Partners' control and are difficult to predict. Factors that may cause such
differences include, but are not limited to: (1) the Company's ability to
complete the potential transaction or, if the Company does not complete the
potential transaction, any other initial business combination; (2) satisfaction
or waiver (if applicable) of the conditions to the potential transaction,
including with respect to the approval of the stockholders of the Company;
(3) the ability to maintain the listing of the combined company's securities on
a national securities exchange; (4) the inability to complete the private
placement; (5) the risk that the proposed transaction disrupts current plans and
operations of the Company or Perella Weinberg Partners as a result of the
announcement and consummation of the transaction described herein; (6) the
ability to recognize the anticipated benefits of the proposed transaction, which
may be affected by, among other things, competition, the ability of the combined
company to grow and manage growth profitably, maintain relationships with
customers and suppliers and retain its management and key employees; (7) costs
related to the proposed transaction; (8) changes in applicable laws or
regulations and delays in obtaining, adverse conditions contained in, or the
inability to obtain necessary regulatory approvals required to complete the
potential transaction; (9) the possibility that the Company and Perella Weinberg
Partners may be adversely affected by other economic, business, and/or
competitive factors; (10) the outcome of any legal proceedings that may be
instituted against the Company, Perella Weinberg Partners or any of their
respective directors or officers, following the announcement of the potential
transaction; (11) the failure to realize anticipated pro forma results and
underlying assumptions, including with respect to estimated stockholder
redemptions and purchase price and other adjustments; and (12) other risks and
uncertainties indicated in the definitive proxy statement of the Company to be
filed with the Securities and Exchange Commission ("SEC"), including those under
"Risk Factors" therein, and other documents filed or to be filed with the SEC by
the Company.
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Forward-looking statements included in this Current Report speak only as of the
date of this Current Report. Neither the Company nor Perella Weinberg Partners
undertakes any obligation to update its forward-looking statements to reflect
events or circumstances after the date of this Current Report. Additional risks
and uncertainties are identified and discussed in the Company's reports filed
with the SEC and available at the SEC's website at http://www.sec.gov.
Additional Information about the Transaction and Where to Find It
The Company has filed with the SEC a preliminary proxy statement in connection
with the Business Combination and, when available, will mail a definitive proxy
statement and other relevant documents to its stockholders. The definitive proxy
statement will contain important information about the Business Combination and
the other matters to be voted upon at a special meeting of the stockholders to
be held to approve the Business Combination and other matters, and is not
intended to provide the basis for any investment decision or any other decision
in respect of such matters. The Company's stockholders and other interested
persons are advised to read the preliminary proxy statement, the amendments
thereto, and, when available, the definitive proxy statement in connection with
the Company's solicitation of proxies for such special meeting, as these
materials will contain important information about the Company, Perella Weinberg
Partners and the Business Combination. The definitive proxy statement will be
mailed to the stockholders of the Company as of a record date to be established
for voting on the Business Combination and the other matters to be voted upon at
the special meeting. The Company's stockholders will also be able to obtain
copies of the proxy statement, as well as other filings containing information
about the Company, without charge, once available, at the SEC's website at
http://www.sec.gov, or by directing a request to: aabrams@cohenandcompany.com.
Participants in the Solicitation
The Company, PWP and certain of their respective directors and officers, as
applicable, may be deemed participants in the solicitation of proxies of the
Company's stockholders in connection with the Business Combination. The
Company's stockholders and other interested persons may obtain, without charge,
more detailed information regarding the directors and officers of the Company in
the Company's Annual Report on Form 10-K for the year ended December 31, 2020
filed with the SEC on March 15, 2021.
Information regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies of the Company's stockholders in
connection with the Business Combination and other matters to be voted upon at
the special meeting, including certain of PWP's officers, is set forth in the
preliminary proxy statement for the Business Combination that the Company filed
with the SEC on February 5, 2021 and amended on March 29, 2021, as it may be
further amended. Additional information regarding the interests of participants
in the solicitation of proxies in connection with the Business Combination is
included in the preliminary proxy statement that the Company filed with the SEC
on February 5, 2021 and amended on March 29, 2021, as it may be further amended.
This Form 8-K does not constitute a solicitation of a proxy, an offer to
purchase or a solicitation of an offer to sell any securities.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Amendment to Sponsor Share Surrender and Share Restriction
Agreement, dated as of May 4, 2021, by and among PWP Holdings
LP, FinTech Acquisition Corp. IV, FinTech Investor Holdings IV,
LLC, FinTech Masala Advisors, LLC, and the other parties set
forth on the signature pages thereto
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