UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): June 22, 2021
FINTECH ACQUISITION CORP. IV
(Exact name of Registrant as specified in its charter)
Delaware | 001-39558 | 84-1770732 | ||
(State of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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2929 Arch Street, Suite 1703 Philadelphia, PA |
19104 | |||
(Address of principal executive offices) | (Zip Code) |
(215) 701-9555
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant | FTIVU | Nasdaq Capital Market | ||
Class A common stock, par value $0.0001 per share | FTIV | Nasdaq Capital Market | ||
Warrants, each whole warrant exercisable for one share of Class A common stock | FTIVW | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the SEC) by FinTech Acquisition Corp. IV, a Delaware corporation (the Company or FTIV), 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, PWP Holdings LP, a Delaware limited partnership (PWP), PWP GP LLC, a Delaware limited liability company and the general partner of PWP, 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, 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 Companys operating partnership as part of an umbrella limited partnership C-corporation (Up-C) structure (collectively with the other transactions contemplated by the Business Combination Agreement, the Business Combination).
On June 22, 2021, FTIV held a special meeting of stockholders (the Special Meeting) via remote communication to vote on the following proposals: (1) a proposal to approve the Business Combination and adopt the Business Combination Agreement (the Business Combination Proposal); (2) a proposal to approve (i) for purposes of complying with Nasdaq Listing Rules 5635(a) and (b), the issuance of more than 20% of the Companys issued and outstanding common stock and the resulting change of control in connection with the Business Combination, and (ii) for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 12,500,000 shares of common stock in connection with the PIPE Investment, subject to an increase to up to 14,850,000 shares, upon the completion of the Business Combination (the Nasdaq Proposal), (3) a proposal to approve proposed amendments to the Companys Amended and Restated Certificate of Incorporation (the Existing Certificate of Incorporation) to create an additional class of directors so that there will be three classes of directors with staggered terms of office, and make certain related changes (the Charter Classified Board Proposal), (4) a proposal to approve proposed amendments to the Existing Certificate of Incorporation (subject to the terms and provisions of the Stockholders Agreement) to provide that certain transactions are not corporate opportunities and that the partners, principals, directors, officers, members, managers, employees, consultants, independent contractors and/or other service providers of PWP Professional Partners LP or any of its subsidiaries, Perella Weinberg Partners LLC or any of its subsidiaries, FinTech Investor Holdings IV, LLC, FinTech Masala Advisors, LLC (the Ownership Group) and their affiliates are not subject to the doctrine of corporate opportunity, in each case, to the fullest extent permitted by law (the Charter Corporate Opportunity Proposal), (5) a proposal to approve proposed amendments to the Existing Certificate of Incorporation to increase the number of authorized shares of the Companys capital stock (the Authorized Capital Stock Proposal), (6) a proposal to approve proposed amendments to the Existing Certificate of Incorporation to create additional classes of the Companys common stock to be designated as Class B-1 common stock, having 10 votes per share, and Class B-2 common stock, having 1 vote per share (the Class B Stock Proposal), (7) a proposal to approve proposed amendments to the Existing Certificate of Incorporation to provide for additional changes, principally including changing its name from FinTech Acquisition Corp. to Perella Weinberg Partners and remove provisions applicable only to special purpose acquisition companies (the Charter Additional Amendments Proposal), (8) a proposal to elect three directors to serve on the board of directors of the Company as Class I directors until the earlier of the closing of the Business Combination and the 2022 annual meeting of stockholders, and until their respective successors are duly elected and qualified or until their earlier resignation, removal or death (the Existing Director Election Proposal), (9) a proposal to elect three Class I directors, three Class II directors, and three Class III directors to serve, effective as of, and contingent upon, the Closing, on the Companys board of directors until the 2022, 2023 and 2024 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death (the Business Combination Director Election Proposal), (10) a proposal to approve the Perella Weinberg Partners 2021 Omnibus Incentive Plan (the Incentive Plan), including the authorization of the initial share reserve under the Incentive Plan (the Incentive Plan Proposal), (11) a proposal to approve the French Sub-Plan under the Incentive Plan (the French Sub-Plan Proposal) and (12) a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or for any other reason in connection with, the approval of one or more of the other proposals at the Special Meeting (the Adjournment Proposal).
The Adjournment Proposal was not presented at the Special Meeting because there were enough votes to approve each of the other proposals at the Special Meeting.
Set forth below are the final voting results for each of the matters submitted to a vote of the stockholders of FTIV at the Special Meeting.
The Business Combination Proposal. A proposal to approve the Business Combination and adopt the Business Combination Agreement:
For |
Against |
Abstain |
Broker Non-Votes |
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24,946,240 | 152 | 228 | 0 |
The Nasdaq Proposal. A proposal to approve (i) for purposes of complying with Nasdaq Listing Rules 5635(a) and (b), the issuance of more than 20% of the Companys issued and outstanding common stock and the resulting change of control in connection with the Business Combination; and (ii) for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 12,500,000 shares of common stock in connection with the PIPE Investment, subject to an increase to up to 14,850,000 shares, upon the completion of the Business Combination:
For |
Against |
Abstain |
Broker Non-Votes |
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24,942,878 | 3,376 | 366 | 0 |
The Charter Classified Board Proposal. A proposal to approve proposed amendments to the Existing Certificate of Incorporation to create an additional class of directors so that there will be three classes of directors with staggered terms of office, and make certain related changes:
For |
Against |
Abstain |
Broker Non-Votes |
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22,809,536 | 2,136,806 | 278 | 0 |
The Charter Corporate Opportunity Proposal. A proposal to approve proposed amendments to the Existing Certificate of Incorporation to provide that certain transactions are not corporate opportunities and that the Ownership Group and their affiliates are not subject to the doctrine of corporate opportunity, in each case, to the fullest extent permitted by law:
For |
Against |
Abstain |
Broker Non-Votes |
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22,983,288 | 1,963,054 | 278 | 0 |
Authorized Capital Stock Proposal. A proposal to approve proposed amendments to the Existing Certificate of Incorporation to increase the number of authorized shares of the Companys capital stock:
For |
Against |
Abstain |
Broker Non-Votes |
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23,039,335 | 1,906,889 | 396 | 0 |
The Class B Stock Proposal. A proposal to approve proposed amendments to the Existing Certificate of Incorporation to create additional classes of the Companys common stock to be designated as Class B-1 common stock, having 10 votes per share, and Class B-2 common stock, having 1 vote per share:
For |
Against |
Abstain |
Broker Non-Votes |
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22,793,624 | 2,151,618 | 1,378 | 0 |
The Charter Additional Amendments Proposal. A proposal to approve proposed amendments to the Existing Certificate of Incorporation to provide for additional changes, principally including changing the Companys name from FinTech Acquisition Corp. IV to Perella Weinberg Partners and removing provisions applicable to special purpose acquisition companies:
For |
Against |
Abstain |
Broker Non-Votes |
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24,945,620 | 772 | 228 | 0 |
The Existing Director Election Proposal. A proposal to elect the following directors to serve on the Companys board of directors as Class I directors under the Existing Certificate of Incorporation until the earlier of the Closing and the 2022 annual meeting of stockholders, and until their respective successors are duly elected and qualified or until their earlier resignation, removal or death:
Director |
For | Withheld |
Broker
Non-Votes |
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Betsy Z. Cohen |
23,002,071 | 1,944,549 | 0 | |||||||||
Brittain Ezzes |
23,003,086 | 1,943,534 | 0 | |||||||||
Madelyn Antoncic |
23,003,036 | 1,943,584 | 0 |
The Business Combination Director Election Proposal. A proposal to elect three Class I directors, three Class II directors, and three Class III directors to serve, effective as of, and contingent upon, the Closing, on the Companys board of directors until the 2022, 2023 and 2024 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death:
Director |
For | Withheld |
Broker
Non-Votes |
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Class I 2022 Annual Meeting of Stockholders |
|
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Joseph R. Perella |
22,826,616 | 2,120,004 | 0 | |||||||||
Ivan G. Seidenberg |
24,733,702 | 212,918 | 0 | |||||||||
Daniel G. Cohen |
22,362,197 | 2,584,423 | 0 | |||||||||
Class II 2023 Annual Meeting of Stockholders |
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Jorma Ollila |
24,715,466 | 231,154 | 0 | |||||||||
Robert K. Steel |
22,826,616 | 2,120,004 | 0 | |||||||||
Andrew Bednar |
22,826,616 | 2,120,004 | 0 | |||||||||
Class III 2024 Annual Meeting of Stockholders |
|
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Peter A. Weinberg |
22,861,274 | 2,085,346 | 0 | |||||||||
Jane C. Sherburne |
24,734,697 | 211,923 | 0 | |||||||||
Dietrich Becker |
22,825,616 | 2,121,004 | 0 |
The Incentive Plan Proposal. A proposal to adopt the Perella Weinberg Partners 2021 Omnibus Incentive Plan, including the authorization of the initial share reserve thereunder:
For |
Against |
Abstain |
Broker Non-Votes |
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21,880,359 | 3,063,393 | 2,868 | 0 |
The French Sub-Plan Proposal. A proposal to adopt the French Sub-Plan under the Incentive Plan:
For |
Against |
Abstain |
Broker Non-Votes |
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23,780,763 | 1,162,178 | 3,679 | 0 |
Item 7.01 |
Regulation FD Disclosure |
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings.
On June 22, 2021, the Company issued a press release announcing the approval of the Business Combination and other related proposals by the Companys stockholders. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description |
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99.1 | Press Release, dated as of June 22, 2021 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 22, 2021 |
FinTech Acquisition Corp. IV |
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/s/ James J. McEntee, III |
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Name: James J. McEntee, III |
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Title: President |
Exhibit 99.1
FINTECH ACQUISITION CORP. IV ANNOUNCES STOCKHOLDERS APPROVE
BUSINESS COMBINATION WITH PERELLA WEINBERG PARTNERS
Expected Closing Date of June 24, 2021
No Stockholder Redemptions in Connection with Business Combination
Received All Regulatory Approvals Related to Business Combination
Combined Company to Operate as Perella Weinberg Partners and Expected to Begin Trading on NASDAQ Under Ticker PWP on June 25, 2021
NEW YORK, NY, June 22, 2021 FinTech Acquisition Corp. IV (NASDAQ: FTIV) (FinTech IV or FTIV), a special purpose acquisition company, announced that in a special meeting held today, its stockholders voted to approve the previously announced proposed business combination (the Business Combination) with Perella Weinberg Partners (PWP), a leading global independent advisory firm. Approximately 99.9% of the votes cast at the meeting, representing approximately 79.24% of FinTech IVs outstanding shares, voted to approve the business combination. In addition, stockholders of FTIV approved all other proposals put before stockholders at the special meeting.
All regulatory approvals related to the proposed business combination have been received, and the transaction is expected to close on June 24, 2021, subject to the satisfaction or waiver of certain other closing conditions. Additionally, the deadline for electing redemptions has passed and no stockholder has elected to redeem its shares in connection with the business combination. Upon consummation of the transaction, the combined company will operate as Perella Weinberg Partners and will be listed on NASDAQ under the new symbol PWP.
About FinTech Acquisition Corp. IV
FinTech Acquisition Corp. IV is a special purpose acquisition company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, with a focus on the financial technology industry. The company raised $230,000,000 in its initial public offering in September 2020 and is listed on the NASDAQ under the symbol FTIV.
About PWP
Perella Weinberg Partners is a leading global independent advisory firm, providing strategic and financial advice to a broad client base, including corporations, institutions, governments, sovereign wealth funds and private equity investors. The firm offers a wide range of advisory services to clients in the most active industry sectors and global markets. With approximately 560 employees, PWP currently maintains offices in New York, Houston, London, Calgary, Chicago, Denver, Los Angeles, Paris, Munich, and San Francisco. The financial information of PWP herein refers to the business operations of PWP Holdings LP and Subsidiaries.
Cautionary Statement Regarding Forward Looking Statements
Certain statements made in this press release are forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Statements regarding the potential Business Combination and expectations regarding the combined business are forward-looking statements. In addition, words such as estimates, projects, expects, anticipates, forecasts, plans, intends, believes, seeks, may, will, would, should, future, propose, target, goal, objective, outlook and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the
control of the parties, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Factors that may cause such differences include, among others, the following: (1) the inability of the parties to complete the potential Business Combination or to complete the contemplated transactions; (2) satisfaction or waiver (if applicable) of the conditions to the potential Business Combination, including with respect to the approval of the stockholders of FTIV; (3) the ability to maintain the listing of the combined companys securities on NASDAQ; (4) the inability to complete the private placement; (5) the risk that the proposed transaction disrupts current plans and operations of FTIV or PWP as a result of the announcement and consummation of the transactions described herein; (6) the ability to recognize the anticipated benefits of the proposed Business Combination, 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 Business Combination; (8) changes in applicable laws or regulations; (9) the possibility that FTIV and PWP may be adversely affected by other economic, business, and/or competitive factors; (10) the outcome of any legal proceedings that may be instituted against FTIV, PWP 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; (12) changes in general economic conditions, including as a result of the COVID-19 pandemic; and (13) other risks and uncertainties indicated from time to time in the definitive proxy statement of FTIV filed with the SEC on May 27, 2021, including those under Risk Factors therein, and other documents filed or to be filed with the SEC by FTIV. Forward-looking statements speak only as of the date they are made, and PWP and FTIV do not undertake any obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports, which FTIV has filed or will file from time to time with the SEC.
Contacts
For Perella Weinberg Partners Investor Relations: investors@pwpartners.com
For Perella Weinberg Partners Media: media@pwpartners.com
For FinTech Acquisition Corp. IV: info@ftspac.com
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