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): ~~December~~October 1317, ~~2021~~2022

PWP Forward Acquisition Corp. I

(Exact name of registrant as specified in its charter)

Delaware	001-40185	85-3098890
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

767 Fifth Avenue
New York, NY		10153
(Address of principal executive offices)		(Zip Code)

(212) 287-3200

(Registrant’s telephone number, including area code)

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the ~~Registrant~~registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨x 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 Securities Exchange Act of 1934:

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-fifth of one redeemable warrant	FRWAU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	FRW	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	FRWAW	The Nasdaq Stock Market LLC

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 x

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 48.0201 ~~Non-Reliance~~Other ~~on Previously Issued Financial Statements or Related Audit Report or Completed Interim Report~~Events.

On ~~November~~October 517, ~~2021~~2022, PWP Forward Acquisition Corp. I (the “Company”) ~~filed~~announced ~~its~~that ~~Form~~it ~~10-Q~~filed ~~for~~a ~~the~~preliminary ~~quarterly~~proxy ~~period~~statement ~~ended~~to ~~September~~seek ~~30,~~stockholder ~~2021~~approval ~~(the~~to ~~“Q3~~adopt ~~Form~~an ~~10-Q”), which~~amendment ~~included~~to aits Amended ~~subsection~~and inRestated ~~Note~~Certificate 2of ~~entitled,~~Incorporation ~~“Revision to Previously Reported Financial Statements,”~~ (“~~Note 2~~Charter”) ~~that~~ ~~describes a revision~~ to allow the Company’s ~~previously~~to ~~issued~~redeem ~~financial~~all ~~statements for the classification~~ of its ~~Class~~outstanding ~~A common stock,~~public ~~par~~shares ~~value~~and ~~$0.0001~~liquidate ~~per~~on ~~share,~~or ~~sold~~before inDecember ~~the~~30, ~~Company’s initial public offering (“IPO”) on March 12~~2022, ~~2021~~in ~~and~~advance ~~upon exercise~~ of the ~~underwriters’~~automatic ~~over-allotment~~termination ~~option~~date ~~(collectively, the “Public Shares”). As described~~ in ~~Note 2, upon~~ its ~~IPO and~~current ~~subsequent~~Charter ~~closing~~ of ~~the~~March ~~over-allotment option~~12, 2023. ~~the~~A ~~Company~~copy ~~classified a portion~~ of ~~its~~the ~~Class~~press Arelease ~~common~~is ~~stock~~filed herewith as ~~permanent~~Exhibit ~~equity~~99. ~~The~~1 ~~Company’s management re-evaluated the conclusion and~~ in ~~accordance~~compliance with ~~ASC~~Rule ~~480, paragraph 10~~14a-~~S99,~~12 ~~determined~~under ~~that~~ the ~~Class A~~Securities ~~common~~Exchange ~~stock~~Act ~~subject to possible redemption included certain provisions, not solely within the control~~ of ~~the Company, that require~~ ~~accounting for all Public Shares as temporary equity. As a result~~1934, ~~management reclassified all Class A common stock subject to possible redemption~~ as ~~temporary equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital~~amended, ~~accumulated deficit~~ and ~~Class~~is Aincorporated ~~common~~herein ~~stock~~by reference.

~~Also,~~Item in Note 2 of the Q3 Form 10-Q, in connection with the change in presentation for the Class A common stock subject to possible redemption, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between the Class A and Class B common stock9.01 ~~This~~Financial ~~presentation~~Statements ~~contemplates a Business Combination as the most likely outcome, in which case, both Class A~~ and ~~Class B common stock share pro rata in the income and losses of the Company~~Exhibits.

~~As described above, the Company had originally determined that the changes were not qualitatively material~~ (~~and therefore outweighed the quantitative factors~~d) ~~and revised its previously issued financial statements in Note 2 to its Q3 Form 10-Q~~Exhibits. ~~However,~~The ~~upon~~following ~~further~~exhibits consideration of the changes, the Company has determined that the change in classification of the Class A common stock subject to possible redemption and the change to its presentation of earnings per share are ~~quantitatively~~filed ~~material~~with ~~and~~this ~~cannot~~Form ~~be overcome by qualitative factors. Therefore, the Company will restate its previously issued financial statements.~~8-K:

On December 13, 2021, the audit committee (the “Audit Committee”) of the board of directors of the Company, after consultation with the Company’s management, concluded that the Company’s previously issued (i) audited balance sheet as of March 12, 2021, filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 18, 2021 (the "Post IPO Balance Sheet"); (ii) the unaudited financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 24, 2021; (iii) the unaudited financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021; and (iv) Note 2 to the unaudited financial statements and Part I, Item 4 included in the Q3 Form 10-Q (with (ii), (iii) and (iv) collectively referred to as the “Affected Quarterly Periods”), as well as the relevant portions of any communication which describes or are based on such financial statements, should no longer be relied upon and that it is appropriate to restate the Company’s financial statements for the Affected Quarterly Periods and the Post IPO Balance Sheet.

Exhibit No.		Description of Exhibits

99.1		Press Release, dated October 17, 2022.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Accordingly, the Company will restate its financial statements for the Affected Quarterly Periods in amendments to each of the Form 10-Q’s for the periods ended March 31, 2021, June 30, 2021 and September 30, 2021, to be filed with the SEC as soon as practicable, in each case, reflecting the restatement of the Class A common stock subject to possible redemption and change to its presentation of earnings per share. The Company will restate its Post IPO Balance Sheet in an amendment to its Form 8-K filed with the SEC on March 18, 2021, to be filed with the SEC as soon as practicable, to present all outstanding shares of Class A common stock subject to possible redemption as temporary equity, to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering, and to classify all outstanding warrants as liabilities, as previously described in Note 9 to the unaudited financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 24, 2021.

The Company does not expect that any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the IPO.

After re-evaluation, the Company’s management has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting for all reporting periods. The Company’s remediation plan with respect to such material weakness will be described in more detail in the amendment to the Q3 Form 10-Q to be filed with the SEC.

The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with the Independent Accountants.

IMPORTANT LEGAL INFORMATION

Cautionary Statement Regarding Forward-Looking Statements

This report may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, including those relating to the filing of the amendments to each of the filings listed above, other than statements of historical fact included in this report are forward-looking statements. When used in this report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to the Company or its management team, identify forward-looking statements. Such forward-lo2oking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s final prospectus filed with the SEC on March 11, 2021. Copies of such filings are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

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.

	PWP Forward Acquisition Corp. I
Date: December 16, 2021	By:	/s/ Stacia Ryan
Date: October 17, 2022	By:	/s/ Stacia Ryan
	Name:	Stacia Ryan
	Name: Stacia Ryan
	Title:	Chief Executive Officer
	Title: Chief Executive Officer

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