UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2022

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

For the transition period from to

Commission File No. 001-40185

PWP Forward Acquisition Corp. I

(Exact name of registrant as specified in its charter)

Delaware

85-3098890

(State or other jurisdiction of

incorporation)

(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	The Nasdaq Capital Market
Class A common stock, par value $0.0001 per share	FRW	The Nasdaq Capital Market
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	FRWAW	The 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, a 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 May 13, 2022, 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, issued and outstanding.


		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	1

	Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021	1

	Unaudited Condensed Statements of Operations for the Three Ended March 31, 2022 and 2021	2

	Unaudited Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2022 and 2021	3

	Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24

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	27

Item 3.	Defaults Upon Senior Securities	27

Item 4.	Mine Safety Disclosures	27

Item 5.	Other Information	27

Item 6.	Exhibits	28

SIGNATURES


	March 31, 2022		December 31, 2021
Assets:		(Unaudited)
Current assets:
Cash	$	563,566	$	941,664
Prepaid expenses		256,082		269,374
Total current assets		819,648		1,211,038
Investments held in Trust Account		211,659,320		211,645,419
Total Assets	$	212,478,968	$	212,856,457

Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	205,907	$	155,305
Accrued expenses		70,000		124,264
Franchise tax payable		50,000		200,050
Total current liabilities		325,907		479,619
Deferred legal fees		1,461,636		1,370,000
Derivative warrant liabilities		2,851,850		6,710,250
Deferred underwriting commissions		7,407,202		7,407,202
Total Liabilities		12,046,595		15,967,071

Commitments and Contingencies

Class A common stock, $0.0001 par value; 21,163,433 shares as of March 31, 2022 and December 31, 2021 (Note 5)		211,634,330		211,634,330

Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of March 31, 2022 and December 31, 2021		—		—
Class A common stock, $0.0001 par value; 80,000,000 shares authorized; as of March 31, 2022 and December 31, 2021		—		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,290,858 as of March 31, 2022 and December 31, 2021		529		529
Additional paid-in capital		—		—
Accumulated deficit		(11,202,486)		(14,745,473)
Total stockholders' deficit		(11,201,957)		(14,744,944)
Total liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	212,478,968	$	212,856,457


	For The Three Months Ended March 31,
	2022		2021
General and administrative expenses	$	249,313	$	250,142
Related party		30,000		10,000
Franchise tax expenses		50,000		48,435
Loss from operations		(329,313)		(308,577)
Other income (expense)
Change in fair value of derivative warrant liabilities		3,858,400		—
Offering costs associated with derivative warrant liabilities		—		(397,160)
Income from investments held in Trust Account		13,900		493
Net income (loss)	$	3,542,987	$	(705,244)

Weighted average shares outstanding of Class A common stock, basic and diluted		21,163,433		4,625,423

Basic and diluted net income (loss) per share, Class A common stock	$	0.13	$	(0.07)

Weighted average shares outstanding of Class B common stock, basic and diluted		5,290,858		5,045,245

Basic and diluted net income (loss) per share, Class B common stock	$	0.13	$	(0.07)


	Common Stock										Total
	Class A			Class B			Additional Paid-In		Accumulated		Stockholders'
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance - December 31, 2021	—	$	—	5,290,858	$	529	$	—	$	(14,745,473)	$	(14,744,944)
Net income	—		—	—		—		—		3,542,987		3,542,987
Balance - March 31, 2022 (unaudited)	—	$	—	5,290,858	$	529	$	—	$	(11,202,486)	$	(11,201,957)


	For The Three Months Ended March 31,2022
	Class A		Class B
Basic and diluted net income per common stock:
Numerator:
Allocation of net income	$	2,834,390	$	708,597

Denominator:
Basic and diluted weighted average common stock outstanding		21,163,433		5,290,858

Basic and diluted net income per common stock	$	0.13	$	0.13


	For The Three Months Ended March 31, 2021
	Class A		Class B
Basic and diluted net loss per common stock:
Numerator:
Allocation of net loss	$	(337,314)	$	(367,930)

Denominator:
Basic and diluted weighted average common stock outstanding		4,625,423		5,045,245

Basic and diluted net loss per common stock	$	(0.07)	$	(0.07)


Gross proceeds from Initial Public Offering and Over-Allotment	$	211,634,330
Less:
Fair value of Public Warrants at issuance (including Over-Allotment)		(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


March 31, 2022
	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	$	211,659,320	$	—	$	—

Liabilities:
Derivative warrant liabilities - Public warrants	$	1,439,110	$	—	$	—
Derivative warrant liabilities - Private placement warrants	$	—	$	1,412,740	$	—

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