FRW SEC filings, in plain English

• SC 13G/A24 January 20230001104659-23-006100
• 15-12G9 December 20220001104659-22-125942
• 8-K29 November 20220001104659-22-122900
• 25-NSE28 November 20220001354457-22-000668
• 10-Q10 November 20220001410578-22-003187
  What changed vs 2022-08-15trust $211.9M → $212.9M +0%
  trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours

  Trust account

  $211.9M→$212.9M

  SpacBrain reads this as $957,077 was added to the trust between the two filings.

  The clause …“117,999 ​ 269,374 Total current assets ​ ​ 250,240 ​ ​ 1,211,038 Investments held in Trust Account ​ 212,873,704 ​ 211,645,419 Total Assets ​ $ 213,123,944 ​ $ 212,856,457 ​ ​ ​ ​ ​ ​ ​ Liabilities, Class A Common Stock Subject to”…

  Combination deadline

  2023-03-12 · unchanged

  The clause …“to raise additional funds to alleviate liquidity needs as well as complete a Business Combination by March 12, 2023, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and the date”…

  Going-concern doubt

  stated · unchanged

  The clause …“any Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with the FASB ASC Topic 205-40, “Presentation of Financial Statements – Going Concern,” management has determined”…

  Redeemable shares

  21.2M · unchanged

  The clause …“events. Accordingly, as of September 30, 2022, and December 31, 2021, the 21,163,433 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’”…

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• 428 October 20220000312069-22-000124
• DEF 14A28 October 20220001104659-22-112435

  What changed: PWP Forward Acquisition Corp. I called a special meeting for November 28, 2022 at 10:00 a.m. Eastern to move its termination date forward from March 12, 2023 to November 29, 2022 and, under a second amendment, to eliminate the redemption limitation from its charter. The stated purpose is to dissolve and liquidate and return capital to stockholders no later than December 30, 2022 by ceasing all operations and redeeming all outstanding public shares promptly thereafter. The trust held $212,873,704 at September 30, 2022, and the Class A common stock closed at $10.01 on October 27, 2022. Why it matters: Eliminating the redemption limitation is what allows the trust to be paid out in full rather than stopping at the $5,000,001 net tangible asset floor, so the wind-up can be complete. The December 30, 2022 outside date exists so redemptions finish before the 1% excise tax on repurchases applies from January 1, 2023. With $212.9 million in trust and the stock at $10.01, holders receive close to deposited value in cash and give up nothing but the option on a deal the board has concluded is unachievable.

• 327 October 20220000312069-22-000123
• 8-K18 October 20220001104659-22-109448
• DEFA14A18 October 20220001104659-22-109449
• PRE 14A18 October 20220001104659-22-109447
• 10-Q15 August 20220001410578-22-002608
  What changed vs 2022-05-13trust $211.7M → $211.9M +0%
  trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours

  Trust account

  $211.7M→$211.9M

  SpacBrain reads this as $257,307 was added to the trust between the two filings.

  The clause …“​ ​ 482,017 ​ ​ 1,211,038 Deferred tax asset ​ ​ 11,315 ​ ​ — Investments held in Trust Account ​ 211,916,627 ​ 211,645,419 Total Assets ​ $ 212,409,959 ​ $ 212,856,457 ​ ​ ​ ​ ​ ​ ​ Liabilities, Class A Common Stock Subject to”…

  Combination deadline

  not previously extracted→2023-03-12

  The clause …“to raise additional funds to alleviate liquidity needs as well as complete a Business Combination by March 12, 2023, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and the date”…

  Going-concern doubt

  stated · unchanged

  The clause “14-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition, mandatory liquidation and subsequent dissolution raises substantial doubt about the”…

  Redeemable shares

  21.2M · unchanged

  The clause …“future events. Accordingly, as of June 30, 2022, and December 31, 2021, the 21,163,433 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’”…

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• 10-Q13 May 20220001410578-22-001494
  What changed vs 2021-11-05trust $211.6M → $211.7M +0%going concern APPEARED
  trust account, going-concern doubt, redeemable shares2 moved · 1 with no prior record of ours

  Trust account

  $211.6M→$211.7M

  SpacBrain reads this as $18,153 was added to the trust between the two filings.

  The clause …“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”…

  Going-concern doubt

  not stated→stated

  SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.

  The clause …“liquidity condition, mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern one year from the date these financial statements are issued. No adjustments have”…

  Redeemable shares

  21.2M · unchanged

  The clause …“future events. Accordingly, as of March 31, 2022, and December 31, 2021, the 21,163,433 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’”…

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• 10-K31 March 20220001410578-22-000725
• 10-Q/A22 February 20220001410578-22-000180
• 10-Q/A22 February 20220001410578-22-000178
• 10-Q/A22 February 20220001410578-22-000176
• 8-K/A15 February 20220001104659-22-023336
• SC 13G14 February 20220001104659-22-023095
• SC 13G/A14 February 20220001172661-22-000655
• SC 13G/A4 February 20220001319244-22-000086
• SC 13G28 January 20220001104659-22-008700
• 8-K16 December 20210001104659-21-150324
• 10-Q5 November 20210001104659-21-135020
  What changed vs 2021-08-16trust $211.6M → $211.6M +0%shares 19.0M → 21.2M +11%
  trust account, redeemable shares2 moved

  Trust account

  $211.6M→$211.6M

  SpacBrain reads this as $3,197 was added to the trust between the two filings.

  The clause …“​ 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”…

  Redeemable shares

  19.0M→21.2M

  SpacBrain reads this as 2,121,058 more shares carry a redemption right.

  The clause …“of uncertain future events. Accordingly, as of September 30, 2021, the 21,163,433 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’”…

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• 10-Q16 August 20210001104659-21-106353
  What changed vs 2021-05-24trust $211.6M → $211.6M +0%shares 18.9M → 19.0M +1%
  trust account, redeemable shares2 moved

  Trust account

  $211.6M→$211.6M

  SpacBrain reads this as $3,148 was added to the trust between the two filings.

  The clause …“​ 396,447 ​ — Total current assets ​ ​ 1,424,665 ​ ​ 293,179 Investments held in Trust Account ​ 211,637,970 ​ ​ Deferred offering costs ​ ​ — ​ ​ 417,247 Total Assets ​ $ 213,062,635 ​ $ 710,426 ​ ​ ​ ​ ​ ​ ​ Liabilities and”…

  Redeemable shares

  18.9M→19.0M

  SpacBrain reads this as 179,774 more shares carry a redemption right.

  The clause …“to occurrence of uncertain future events. Accordingly, as of June 30, 2021, 19,042,375 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity,”…

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• 10-Q24 May 20210001104659-21-071164

  What changed: PWP Forward Acquisition Corp. I's 10-Q for the quarter ended March 31, 2021 reports 21,163,433 Class A and 5,290,858 Class B shares outstanding as of May 24, 2021 — above the 20,000,000 units sold at IPO, reflecting a partial over-allotment exercise. Why it matters: Confirms FRW's final public share count at 21,163,433, the denominator for its per-share trust value.

• NT 10-Q18 May 20210001104659-21-068618
• 8-K29 April 20210001104659-21-057140

  What changed: On April 29, 2021 PWP Forward Acquisition Corp. I announced that from April 30, 2021 holders may separately trade the Class A common stock (FRW) and one-fifth warrants (FRWAW) comprising its units, with unseparated units continuing as FRWAU on Nasdaq. Why it matters: Unit separation lets the trust-backed share price apart from the warrant, the precondition for any FRW redemption trade.

• 8-K18 March 20210001104659-21-038440

  What changed: PWP Forward Acquisition Corp. I filed its audited balance sheet as of March 12, 2021: $200,000,000 in trust, $1,600,736 of operating cash, $7,000,000 of deferred underwriting commissions plus $377,899 of deferred legal fees, and 18,905,380 Class A shares subject to redemption at $10.00 per share. Why it matters: Fixes FRW's trust at $10.00 per public share on a $200 million raise; the separately deferred legal fees are an unusual extra claim payable only at closing.

• SC 13G17 March 20210000919574-21-002486
• SC 13G17 March 20210001319244-21-000165
• 8-K12 March 20210001104659-21-035518

  What changed: PWP Forward Acquisition Corp. I filed its March 9, 2021 underwriting agreement with Citigroup for 20,000,000 units at $10.00 plus a 3,000,000-unit over-allotment option, each unit one Class A share and one-fifth of a warrant exercisable at $11.50. Why it matters: Sets FRW's $200 million base IPO with thin one-fifth warrant coverage, limiting warrant dilution on any eventual combination.

• 424B411 March 20210001104659-21-035045
• 39 March 20210001104659-21-034035
• 39 March 20210001104659-21-034034
• 39 March 20210001104659-21-034032
• 39 March 20210001104659-21-034031
• 39 March 20210001104659-21-034030
• 39 March 20210001104659-21-034033
• CERT9 March 20210001354457-21-000321

The complete FRW filing history on EDGAR