UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

PWP FORWARD ACQUISITION CORP. I

(Exact name of registrant as specified in its charter)

Delaware

001-40185

85-3098890

(State or other jurisdiction of

incorporation or organization)

(Commission
File Number)

(IRS Employer

Identification No.)

767 Fifth Avenue New York, New York (Address Of Principal Executive Offices)	10153 (Zip Code)

(212) 287-3200

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fifth of one redeemable warrant	FRWAU	Nasdaq Capital Market
Class A common stock included as part of the units	FRW	Nasdaq Capital Market
Redeemable warrants included as part of the units	FRWAW	Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

Emerging growth company	☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 5, 2021, 21,163,433 Class A common shares, par value $0.0001 per share, and 5,290,858 Class B common shares, par value $0.0001 per share, were issued and outstanding, respectively.


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Balance Sheets as of September 30, 2021 (unaudited) and December 31, 2020	1
	Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2021	2
	Unaudited Condensed Statement of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2021	3
	Unaudited Condensed Statement of Cash Flows for the nine months ended September 30, 2021	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	26
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	27


	September 30, 2021		December 31, 2020
Assets:		(Unaudited)
Current assets:
Cash	$	995,186	$	293,179
Prepaid expenses		331,009		—
Total current assets		1,326,195		293,179
Investments held in Trust Account		211,641,167
Deferred offering costs		—		417,247
Total Assets	$	212,967,362	$	710,426

Liabilities and Stockholders’ Equity (Deficit):
Current liabilities:
Accounts payable	$	358,560	$	385,711
Accrued expenses		82,712		9,250
Franchise tax payable		145,694		1,670
Notes payable- related party		—		300,000
Total current liabilities		586,966		696,631
Deferred legal fees		1,125,355		—
Derivative warrant liabilities		6,878,000		—
Deferred underwriting commissions		7,407,202		—
Total Liabilities		15,997,523		696,631

Commitments and Contingencies

Class A common stock, $0.0001 par value; 21,163,433 and -0- shares as of September 30, 2021 and December 31, 2020, respectively (Note 6)		211,634,330		—

Stockholders’ Equity (Deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30, 2021 and December 31, 2020		—		—
Class A common stock, $0.0001 par value; 80,000,000 shares authorized; as of September 30, 2021 and December 31, 2020		—		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,290,858 and 5,750,000 as of September 30, 2021 and December 31, 2020, respectively		529		575
Additional paid-in capital		—		24,425
Accumulated deficit		(14,665,020)		(11,205)
Total stockholders' equity (deficit)		(14,664,491)		13,795
Total Liabilities and Stockholders' Equity (Deficit)	$	212,967,362	$	710,426


	For the Three Months Ended		For the Nine Months Ended
	September 30,		September 30,
	2021		2021
General and administrative expenses	$	308,203	$	1,284,743
General and administrative expenses - related party		30,000		70,000
Franchise tax expenses		48,110		145,777
Loss from operations		(386,313)		(1,500,520)
Other income (expense)
Change in fair value of derivative warrant liabilities		1,929,200		4,529,420
Offering costs associated with derivative warrant liabilities		—		(397,160)
Income from investments held in Trust Account		3,196		6,836
Net income	$	1,546,083	$	2,638,576

Weighted average shares outstanding of Class A common stock		21,163,433		15,711,342

Basic and diluted net income per share, Class A common stock	$	0.06	$	0.13

Weighted average shares outstanding of Class B common stock, basic and diluted		5,290,858		5,209,887

Basic and diluted net loss per share, Class B common stock	$	0.06	$	0.13


	Common Stock								Retained Earnings		Total
	Class A			Class B			Additional Paid-In		(Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit)		Equity
Balance — December 31, 2020	—	$	—	5,750,000	$	575	$	24,425	$	(11,205)	$	13,795
Excess cash received over the fair value of the private warrants	—		—	—		—		581,717		—		581,717
Accretion of Class A common stock subject to possible redemption amount (Note 6)	—		—	—		—		(606,188)		(17,292,391)		(17,898,579)
Forfeiture of Class B common stock	—		—	(459,142)		(46)		46		—		—
Net loss	—		—	—		—		—		(705,244)		(705,244)
Balance — March 31, 2021 (unaudited)	—	$	—	5,290,858	$	529	$	—	$	(18,008,840)	$	(18,008,311)
Net income	—		—	—		—		—		1,797,737		1,797,737
Balance - June 30, 2021 (unaudited)	—	$	—	5,290,858	$	529	$	—	$	(16,211,103)	$	(16,210,574)
Net income	—		—	—		—		—		1,546,083		1,546,083
Balance — September 30, 2021 (unaudited)	—	$	—	5,290,858	$	529	$	—	$	(14,665,020)	$	(14,664,491)


Cash Flows from Operating Activities:
Net income	$	2,638,576
Adjustments to reconcile net income to net cash used in operating activities:
Offering costs associated with derivative warrant liabilities		397,160
Change in fair value of derivative warrant liabilities		(4,529,420)
Income from investments held in Trust Account		(6,836)
Changes in operating assets and liabilities:
Prepaid expenses		(331,009)
Accounts payable		68,517
Accrued expenses		12,711
Franchise tax payable		144,024
Deferred legal fees		747,456
Net cash used in operating activities		(858,821)

Cash Flows from Investing Activities:
Cash deposited in Trust Account		(211,634,330)
Net cash used in investing activities		(211,634,330)

Cash Flows from Financing Activities:
Repayment of note payable to related party		(300,000)
Proceeds received from initial public offering, gross		211,634,330
Proceeds received from private placement		6,232,687
Reimbursement from underwriter		634,903
Offering costs paid		(5,006,762)
Net cash provided by financing activities		213,195,158

Net increase in cash		702,007

Cash — beginning of the period		293,179
Cash — end of the period	$	995,186

Supplemental disclosure of noncash activities:
Offering costs included in accounts payable	$	65,000
Offering costs included in accrued expenses	$	70,000
Reversal of accrued expenses	$	9,250
Reclassification of outstanding accounts payable to deferred legal fees	$	160,668
Deferred legal fees in connection with the initial public offering	$	217,231
Deferred underwriting commissions	$	7,407,202
Accretion of Class A common stock subject to possible redemption	$	211,634,330


Gross proceeds from Initial Public Offering	$	211,634,330
Less:
Fair value of Public Warrants at issuance		(5,756,450)
Offering costs allocated to Class A common stock subject to possible redemption		(12,142,128)
Plus:
Accretion on Class A common stock subject to possible redemption amount		17,898,578
Class A common stock subject to possible redemption	$	211,634,330


	Quoted Prices in Active		Significant Other		Significant Other
	Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account - Money market fund
	$	211,641,167	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public warrants	$	3,470,800	$	—	$	—
Derivative warrant liabilities - Private placement warrants	$	—	$	3,407,200	$	—


Level 3 - Derivative warrant liabilities at March 12, 2021 (inception)	$	—
Issuance of Public and Private Warrants		11,407,420
Change in fair value of derivative warrant liabilities		—
Level 3 - Derivative warrant liabilities at March 31, 2021		11,407,420
Transfer of Public Warrants to Level 1		(5,756,450)
Transfer of Private Placement Warrants to Level 2		(5,650,970)
Derivative warrant liabilities at June 30, 2021		—
Derivative warrant liabilities at September 30, 2021	$	—

Exhibit Number		Description
3.1		Amended and Restated Certificate of Incorporation of the Company. (1)
31.1		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Dated: November 5, 2021	PWP FORWARD ACQUISITION CORP. I

	By:	/s/ Stacia Ryan
	Name:	Stacia Ryan
	Title:	Chief Executive Officer
		(Principal Executive & Financial Officer)

SEC Form 10-Q filed by PWP Forward Acquisition Corp. I