8-K

 

 

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.)

2929 Arch Street, Suite 1703

Philadelphia, PA

  19104
(Address of principal executive offices)   (Zip Code)

(215) 701-9555

(Registrant’s 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:

 

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)

 

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

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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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

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 Company’s 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

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

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

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 Company’s capital stock:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

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 Company’s 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

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 Company’s 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

24,945,620   772   228   0

The Existing Director Election Proposal. A proposal to elect the following directors to serve on the Company’s 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
 

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 Company’s 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
 

Class I – 2022 Annual Meeting of Stockholders

 

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

 

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

 

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

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

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 Company’s 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

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

   

/s/ James J. McEntee, III

   

Name: James J. McEntee, III

   

Title: President

EX-99.1

Exhibit 99.1

 

LOGO

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 IV’s 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 company’s 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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