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 ~~September~~March 3031, ~~2021~~2022

ORor

☐ 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~~Forward ~~ACQUISITION~~Acquisition ~~CORP~~Corp. I (Exact name of registrant as specified in its charter)

Delaware	001-40185	85-3098890

(State or other jurisdiction ofincorporation or organization)	(CommissionFile Number)	(IRS EmployerIdentification No.)
Delaware	85-3098890
(State or other jurisdiction ofincorporation)	(IRS EmployerIdentification No.)

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

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)

(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 included as part of the units	FRW	Nasdaq Capital Market
Class A common stock, par value $0.0001 per share	FRW	The Nasdaq Capital Market
Redeemable warrants included as part of the units	FRWAW	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 ~~November~~May 513, ~~2021~~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, ~~were~~ issued and outstanding~~, respectively~~.

Table of Contents

PWP FORWARD ACQUISITION CORP. I

Quarterly Report on Form 10-Q

For the Quarter Ended September 30, 2021

Table of Contents

		Page
		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	1
	Condensed Balance Sheets as of September 30, 2021 (unaudited) and December 31, 2020	1

	Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2021	2
	Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021	1
	Unaudited Condensed Statement of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2021	3

	Unaudited Condensed Statement of Cash Flows for the nine months ended September 30, 2021	4
	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	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
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	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	27

Item 6.	Exhibits	28

SIGNATURES

Table of Contents

PART I. - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

PWP FORWARD ACQUISITION CORP. I

CONDENSED BALANCE SHEETS


	~~September~~March 3031, ~~2021~~2022		December 31, ~~2020~~2021
Assets:		(Unaudited)
Current assets:
Cash	$	~~995~~563,~~186~~566	$	~~293~~941,~~179~~664
Prepaid expenses		~~331~~256,~~009~~082		—269,374
Total current assets		1819,~~326,195~~648		~~293~~1,~~179~~211,038
Investments held in Trust Account		211,~~641~~659,~~167~~320		211,645,419
Deferred offering costs		—		417,247
Total Assets	$	212,478,968	$	212,856,457
Total Assets	$	212,967,362	$	710,426

Liabilities and Stockholders’ Equity (Deficit):
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	~~358~~205,~~560~~907	$	~~385~~155,~~711~~305
Accrued expenses		8270,~~712~~000		9124,~~250~~264
Franchise tax payable		~~145~~50,~~694~~000		1200,~~670~~050
Notes payable- related party		—		300,000
Total current liabilities		325,907		479,619
Total current liabilities		586,966		696,631
Deferred legal fees		1,461,636		1,370,000
Deferred legal fees		1,125,355		—
Derivative warrant liabilities		2,851,850		6,710,250
Derivative warrant liabilities		6,878,000		—
Deferred underwriting commissions		7,407,202		7,407,202
Deferred underwriting commissions		7,407,202		—
Total Liabilities		12,046,595		15,967,071
Total Liabilities		15,997,523		696,631

Commitments and Contingencies

Class A common stock, $0.0001 par value; 21,163,433 and -0- shares as of September 30, 2021 and December 31, 2020, respectively (Note 6)		211,634,330		—
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’ Equity (Deficit):
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30, 2021 and December 31, 2020		—		—
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 September 30, 2021 and December 31, 2020		—		—
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 and 5,750,000 as of September 30, 2021 and December 31, 2020, respectively		529		575
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		—		~~24,425~~—
Accumulated deficit		(1411,~~665~~202,~~020~~486)		(1114,~~205~~745,473)
Total stockholders' equity (deficit)		(14,664,491)		13,795
Total stockholders' deficit		(11,201,957)		(14,744,944)
Total Liabilities and Stockholders' Equity (Deficit)	$	212,967,362	$	710,426
Total liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	212,478,968	$	212,856,457

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

PWP FORWARD ACQUISITION CORP. I

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


	For ~~the~~The Three Months Ended March 31,		~~For the Nine Months Ended~~
	~~September 30,~~2022		~~September 30,~~2021
	2021		2021
General and administrative expenses	$	249,313	$	250,142
General and administrative expenses	$	308,203	$	1,284,743
Related party		30,000		10,000
General and administrative expenses - related party		30,000		70,000
Franchise tax expenses		50,000		48,435
Franchise tax expenses		48,110		145,777
Loss from operations		(329,313)		(308,577)
Loss from operations		(386,313)		(1,500,520)
Other income (expense)
Change in fair value of derivative warrant liabilities		13,~~929~~858,~~200~~400		~~4,529,420~~—
Offering costs associated with derivative warrant liabilities		—		(397,160)
Income from investments held in Trust Account		313,~~196~~900		~~6,836~~493
Net income	$	1,546,083	$	2,638,576
Net income (loss)	$	3,542,987	$	(705,244)

Weighted average shares outstanding of Class A common stock		21,163,433		15,711,342
Weighted average shares outstanding of Class A common stock, basic and diluted		21,163,433		4,625,423

Basic and diluted net income per share, Class A common stock	$	0.06	$	0.13
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,~~209~~045,~~887~~245

Basic and diluted net loss per share, Class B common stock	$	0.06	$	0.13
Basic and diluted net income (loss) per share, Class B common stock	$	0.13	$	(0.07)

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

PWP FORWARD ACQUISITION CORP. I

UNAUDITED CONDENSED ~~STATEMENT~~STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

~~For~~FOR ~~the~~THE ~~Nine~~THREE ~~Months~~MONTHS ~~Ended~~ENDED ~~September~~MARCH 3031, ~~2021~~2022


	Common Stock								~~Retained Earnings~~		Total
	Class A			Class B			Additional Paid-In		(Accumulated		Stockholders’'
	Shares	Amount		Shares	Amount		Capital		Deficit)		~~Equity~~Deficit
Balance — December 31, 2020	—	$	—	5,750,000	$	575	$	24,425	$	(11,205)	$	13,795
Balance - December 31, 2021	—	$	—	5,290,858	$	529	$	—	$	(14,745,473)	$	(14,744,944)
Excess cash received over the fair value of the private warrants	—		—	—		—		581,717		—		581,717
Net income	—		—	—		—		—		3,542,987		3,542,987
Accretion of Class A common stock subject to possible redemption amount (Note 6)	—		—	—		—		(606,188)		(17,292,391)		(17,898,579)
Balance - March 31, 2022 (unaudited)	—	$	—	5,290,858	$	529	$	—	$	(11,202,486)	$	(11,201,957)
Forfeiture of Class B common stock	—		—	(459,142)		(46)		46		—		—
Net loss	—		—	—		—		—		(705,244)		(705,244)
Balance — March 31, 2021 (unaudited)	—	$	—	5,290,858	$	529	$	—	$	(18,008,840)	$	(18,008,311)
Net income	—		—	—		—		—		1,797,737		1,797,737
Balance - June 30, 2021 (unaudited)	—	$	—	5,290,858	$	529	$	—	$	(16,211,103)	$	(16,210,574)
Net income	—		—	—		—		—		1,546,083		1,546,083
Balance — September 30, 2021 (unaudited)	—	$	—	5,290,858	$	529	$	—	$	(14,665,020)	$	(14,664,491)

~~The~~FOR ~~accompanying~~THE ~~notes~~THREE ~~are~~MONTHS anENDED ~~integral~~MARCH ~~part~~31, ~~of these unaudited condensed financial statements.~~2021


	Common Stock										Total
	Class A			Class B			Additional Paid-In		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — December 31, 2020⁽¹⁾	—	$	—	5,750,000	$	575	$	24,425	$	(11,205)	$	13,795
Excess cash received over the fair value of the private warrants	—		—	—		—		581,716		—		581,716
Accretion of Class A common stock subject to possible redemption amount	—		—	—		—		(606,187)		(17,292,391)		(17,898,578)
Forfeiture of Class B common stock	—		—	(459,142)		(46)		46		—		—
Net income	—		—	—		—		—		(705,244)		(705,244)
Balance — March 31, 2021 (unaudited)	—	$	—	5,290,858	$	529	$	—	$	(18,008,840)	$	(18,008,311)

~~Table~~(1) This number included up to 750,000 shares of ~~Contents~~Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On March 16, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 1,163,433 Over-Allotment Units and forfeited the remaining option; thus, an aggregate of 459,142 shares of Class B common stock were forfeited accordingly.

~~PWP~~The ~~FORWARD~~accompanying ~~ACQUISITION~~notes ~~CORP.~~are Ian integral part of these unaudited condensed financial statements.

~~UNAUDITED CONDENSED STATEMENT OF CASH FLOWS~~

~~For the Nine Months Ended September 30, 2021~~3

Table of Contents


Cash Flows from Operating Activities:
Net income	$	2,638,576
Adjustments to reconcile net income to net cash used in operating activities:
Offering costs associated with derivative warrant liabilities		397,160
Change in fair value of derivative warrant liabilities		(4,529,420)
Income from investments held in Trust Account		(6,836)
Changes in operating assets and liabilities:
Prepaid expenses		(331,009)
Accounts payable		68,517
Accrued expenses		12,711
Franchise tax payable		144,024
Deferred legal fees		747,456
Net cash used in operating activities		(858,821)

Cash Flows from Investing Activities:
Cash deposited in Trust Account		(211,634,330)
Net cash used in investing activities		(211,634,330)

Cash Flows from Financing Activities:
Repayment of note payable to related party		(300,000)
Proceeds received from initial public offering, gross		211,634,330
Proceeds received from private placement		6,232,687
Reimbursement from underwriter		634,903
Offering costs paid		(5,006,762)
Net cash provided by financing activities		213,195,158

Net increase in cash		702,007

Cash — beginning of the period		293,179
Cash — end of the period	$	995,186

Supplemental disclosure of noncash activities:
Offering costs included in accounts payable	$	65,000
Offering costs included in accrued expenses	$	70,000
Reversal of accrued expenses	$	9,250
Reclassification of outstanding accounts payable to deferred legal fees	$	160,668
Deferred legal fees in connection with the initial public offering	$	217,231
Deferred underwriting commissions	$	7,407,202
Accretion of Class A common stock subject to possible redemption	$	211,634,330

PWP FORWARD ACQUISITION CORP. I

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these unaudited condensed financial statements.


	For The Three Months Ended March 31,
	2022		2021
Cash Flows from Operating Activities:
Net income (loss)	$	3,542,987	$	(705,244)
Adjustments to reconcile net income to net cash used in operating activities:
Offering costs associated with derivative warrant liabilities		—		397,160
Change in fair value of derivative warrant liabilities		(3,858,400)		—
Income from investments held in Trust Account		(13,900)		(493)
Changes in operating assets and liabilities:
Prepaid expenses		13,292		(460,975)
Accounts payable		50,602		(211,048)
Accrued expenses		(54,265)		46,682
Franchise tax payable		(150,050)		4,834
Deferred legal fees		91,636		—
Net cash used in operating activities		(378,098)		(929,084)

Cash Flows from Investing Activities:
Cash deposited in Trust Account		—		(211,634,330)
Net cash used in investing activities		—		(211,634,330)

Cash Flows from Financing Activities:
Repayment of note payable to related party		—		(300,000)
Proceeds received from initial public offering and over-allotment exercise, gross		—		211,634,330
Proceeds received from private placements		—		6,232,687
Reimbursement from underwriter		—		634,903
Offering costs paid		—		(4,810,021)
Net cash provided by financing activities		—		213,391,899

Net increase in cash		(378,098)		828,485

Cash — beginning of the period		941,664		293,179
Cash — end of the period	$	563,566	$	1,121,664

Supplemental disclosure of noncash activities:
Offering costs included in accounts payable	$	—	$	65,000
Offering costs included in accrued expenses	$	—	$	70,000
Reversal of accrued expenses	$	—	$	9,250
Reclassification of outstanding accounts payable to deferred legal fees	$	—	$	160,668
Deferred legal fees in connection with the initial public offering	$	—	$	217,231
Deferred underwriting commissions	$	—	$	7,407,202

The accompanying notes are an integral part of these unaudited condensed financial statements.

~~PWP FORWARD ACQUISITION CORP. I~~4

~~NOTES~~Table TOof ~~UNAUDITED CONDENSED FINANCIAL STATEMENTS~~Contents

~~Note~~PWP 1FORWARD -ACQUISITION ~~Description~~CORP. ~~of Organization and Business Operations~~I

~~PWP~~NOTES ~~Forward~~TO ~~Acquisition~~UNAUDITED ~~Corp.~~CONDENSED IFINANCIAL (the “Company”) is a blank check company incorporated in Delaware on September 9, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.STATEMENTS

AsNote of1 September 30, 2021, the Company had not commenced any operations. All activity for the period from September 9, 2020 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below and the search for a target business. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-~~operating~~ ~~income~~Description ~~in the form~~ of ~~interest~~Organization ~~income on cash~~ and ~~cash~~Business ~~equivalents from the proceeds derived from the Initial Public Offering.~~ Operations

PWP Forward Acquisition Corp. I (the “Company”) is a blank check company incorporated in Delaware on September 9, 2020. The Company ~~has~~was ~~selected~~formed ~~December~~for 31the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as ~~its~~such, ~~fiscal~~the ~~year~~Company ~~end~~is subject to all of the risks associated with emerging growth companies.

~~The~~As ~~Company’s~~of ~~sponsor~~March is31, ~~PWP Forward Sponsor I LLC~~2022, athe ~~Delaware~~Company ~~limited~~had ~~liability~~not ~~company~~commenced ~~(the~~any ~~“Sponsor”)~~operations. ~~The~~All ~~registration~~activity ~~statement~~ for the ~~Company’s~~period ~~Initial~~from ~~Public~~September ~~Offering~~9, ~~was~~2020 ~~declared~~(inception) ~~effective~~through March 931, ~~2021.~~2022 Onrelates ~~March~~to ~~12, 2021,~~ the Company’s ~~consummated~~formation ~~its Initial Public Offering of 20,000,000 units (the “Units”~~ and, ~~with respect to~~ the ~~Class~~initial Apublic ~~common~~offering ~~stock included in~~ (the ~~Units being offered, the~~ “Initial Public ~~Shares~~Offering”), atdescribed ~~$10.00~~below ~~per Unit, generating gross proceeds of $200.0 million,~~ and ~~incurring~~the ~~offering~~search ~~costs~~for ofa ~~approximately~~target ~~$11~~business.9 ~~million,~~The ofCompany ~~which~~will ~~$7.0~~not ~~million~~generate ~~and~~any ~~approximately~~operating ~~$378,000~~revenues ~~were~~until ~~for~~after ~~deferred~~the ~~underwriting~~completion ~~commissions~~of ~~and~~its ~~deferred~~initial ~~legal~~Business ~~fees~~Combination, ~~respectively~~at ~~(Note~~the 5)earliest. OnThe ~~March~~Company ~~16,~~will ~~2021,~~generate ~~the underwriters partially exercised the over~~non-~~allotment~~operating ~~option~~income ~~and~~in ~~forfeited~~ the ~~remaining~~form ~~option;~~of ~~subsequently,~~interest income on ~~March~~cash ~~18,~~and ~~2021,~~cash ~~the~~equivalents ~~underwriters~~from ~~purchased an additional 1,163,433 Units (~~the ~~“Over-Allotment Units”), generating gross~~ proceeds ofderived ~~approximately~~from ~~$11.6~~the ~~million~~Initial ~~and~~Public ~~incurring additional offering costs of approximately $640,000, of which approximately $407,000 was for deferred underwriting fees (the “Over-Allotment”)~~Offering.

~~Simultaneously~~The ~~with~~Company’s sponsor is PWP Forward Sponsor I LLC, a Delaware limited liability company (the ~~closing~~“Sponsor”). ofThe registration statement for the Company’s Initial Public Offering was declared effective March 9, 2021. On March 12, 2021, the Company consummated ~~the~~its ~~private~~Initial ~~placement~~Public ~~(“Private~~Offering ~~Placement”)~~ of 420,000,000 ~~warrants~~units (~~each~~the “Units” and, awith ~~“Private~~respect ~~Placement~~to ~~Warrant”~~the ~~and~~Class ~~collectively~~A common stock included in the Units being offered, the “~~Private~~Public ~~Placement Warrants~~Shares”), at a$10.00 ~~price~~per Unit, generating gross proceeds of $1200.500 ~~per~~million, ~~Private~~and ~~Placement~~incurring ~~Warrant~~offering ~~with~~costs ~~the~~of ~~Sponsor,~~approximately ~~generating~~$11.9 ~~gross~~million, ~~proceeds~~ of which $67.0 million ~~(Note~~and ~~4).~~approximately ~~Simultaneously~~$378,000 ~~with~~was ~~the~~for ~~closing~~deferred ofunderwriting ~~the~~commissions ~~Over-Allotment~~and ondeferred legal fees, respectively (Note 5). On March 1816, 2021, the ~~Company~~underwriters ~~consummated~~partially exercised the ~~second~~over-allotment ~~closing~~option, offorfeited the ~~Private~~remaining ~~Placement~~option, ~~resulting~~and inon ~~the~~March ~~purchase~~18, of2021, anpurchased ~~aggregate of~~ an additional ~~155~~1,~~124~~163,433 ~~Private~~Units ~~Placement Warrants by~~ (the ~~Sponsor~~“Over-Allotment Units”), generating gross proceeds toof ~~the~~approximately ~~Company~~$11.6 million and incurring additional offering costs of approximately $~~233~~640,000, of which approximately $407,000 was for deferred underwriting fees (the “Over-Allotment”).

~~Upon~~Simultaneously with the closing of the Initial Public Offering ~~and the Private Placement~~, ~~$200.0 million ($10.00 per Unit) of~~ the ~~net~~Company ~~proceeds~~consummated ~~from~~ the ~~sale~~private ofplacement ~~the Units in the Initial Public Offering and the Private Placement were placed in a trust account~~ (“~~Trust~~Private ~~Account~~Placement”) ~~located~~of ~~in the United States with Continental Stock Transfer & Trust Company acting as trustee. The proceeds have been~~4, ~~and will continue to be invested only in U.S. “government securities~~000,”000 ~~within~~warrants ~~the meaning of Section 2~~(each, a~~)(16)~~ of“Private ~~the~~Placement ~~Investment~~Warrant” ~~Company~~and ~~Act of 1940~~collectively, ~~as amended (~~the “~~Investment~~Private ~~Company~~Placement ~~Act~~Warrants”), ~~having~~at a ~~maturity~~price of ~~185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U~~$1.S.50 ~~government~~per ~~treasury~~Private ~~obligations,~~Placement asWarrant ~~determined~~with by the ~~Company~~Sponsor, ~~until~~generating ~~the~~gross ~~earlier~~proceeds of: ~~(i)~~$6.0 ~~the~~million ~~completion of a Business Combination and~~ (~~ii)~~Note ~~the distribution of the Trust Account as described below~~4). InSimultaneously ~~connection~~ with the ~~consummation~~closing of the Over-Allotment on March 18, 2021, anthe ~~aggregate~~Company ofconsummated ~~approximately~~the ~~$11.6~~second ~~million~~closing of the ~~net~~Private ~~proceeds~~Placement, ofresulting in the ~~sale~~purchase of ~~the~~an ~~Over-Allotment~~aggregate ~~Units~~of ~~and~~an ~~the~~ additional 155,124 Private Placement ~~was~~Warrants ~~placed~~by in the ~~Trust Account~~Sponsor, ~~for~~generating agross ~~total~~proceeds ~~amount~~to the Company of approximately $~~211~~233,000.~~6 million.~~

~~The~~Upon ~~Company’s management has broad discretion with respect to~~ the ~~specific~~closing ~~application~~ of the ~~net proceeds from the~~ Initial Public Offering, ~~and~~ the ~~sale~~Over-Allotment ofand the Private Placement ~~Warrants~~, ~~although~~$211.6 ~~substantially~~million ~~all~~($10.00 per Unit) of the net proceeds ~~are~~from ~~intended~~the tosale beof ~~applied~~the ~~generally~~Units ~~toward~~in ~~consummating~~the aInitial ~~Business~~Public ~~Combination.~~Offering ~~There~~and isthe noPrivate ~~assurance~~Placement ~~that~~were ~~the~~placed ~~Company~~in ~~will~~a betrust ~~able~~account to(“Trust ~~complete~~Account”) alocated ~~Business~~in ~~Combination~~the ~~successfully.~~United ~~The~~States ~~Company~~with ~~must~~Continental ~~complete~~Stock ~~one~~Transfer or& ~~more~~Trust ~~initial~~Company ~~Business~~acting ~~Combinations~~as ~~having~~trustee. anThe ~~aggregate~~proceeds ~~fair~~have ~~market~~been, ~~value~~and ofwill atcontinue ~~least~~to ~~80%~~be ofinvested ~~the~~only ~~net~~in ~~assets~~U.S. ~~held~~“government insecurities,” within the ~~Trust~~meaning ~~Account~~of Section 2(~~excluding~~a)(16) of the ~~deferred~~Investment ~~underwriting~~Company ~~commissions~~Act ~~and~~of ~~taxes~~1940, ~~payable~~as onamended (the ~~income~~“Investment ~~earned~~Company ~~on the Trust Account~~Act”), athaving ~~the~~a ~~time~~maturity of ~~the~~185 ~~agreement~~days toor ~~enter~~less ~~into~~or ~~the~~in ~~initial~~money ~~Business~~market ~~Combination.~~funds ~~However,~~meeting ~~the~~certain ~~Company~~conditions ~~only~~under ~~intends~~Rule to2a-7 ~~complete~~promulgated aunder ~~Business Combination if~~ the ~~post-transaction~~Investment ~~company~~Company ~~owns~~Act, orwhich ~~acquires~~invest ~~50%~~only orin ~~more~~direct ofU.S. ~~the~~government ~~issued~~treasury ~~and~~obligations, ~~outstanding~~as ~~voting~~determined ~~securities~~by of the ~~target~~Company, oruntil ~~otherwise~~the ~~acquires~~earlier aof: ~~controlling~~(i) ~~interest in~~ the ~~target~~completion ~~sufficient~~of ~~for~~a itBusiness ~~not~~Combination toand be(ii) ~~required~~the todistribution ~~register~~of asthe anTrust ~~investment~~Account ~~company~~as ~~under~~described ~~the Investment Company Act~~below.

5The Company’s management has broad discretion with respect to the specific application of the net proceeds from the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

~~Table of Contents~~5

~~PWP~~Table ~~FORWARD~~of ~~ACQUISITION CORP. I~~Contents

~~NOTES~~PWP TOFORWARD ~~UNAUDITED~~ACQUISITION ~~CONDENSED~~CORP. ~~FINANCIAL STATEMENTS~~I

~~The~~NOTES ~~Company~~TO ~~will~~UNAUDITED ~~provide~~CONDENSED ~~the~~FINANCIAL holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). If the Company seeks stockholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in connection with a Business Combination in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.STATEMENTS

The ~~Certificate~~Company will provide the holders of ~~Incorporation~~the ~~provides~~Public ~~that~~Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public ~~Stockholder,~~Shares ~~together~~upon the completion of a Business Combination either (i) in connection with ~~any~~a ~~affiliate~~stockholder meeting called to approve the Business Combination or (ii) by means of ~~such~~a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or ~~any~~conduct ~~other~~a ~~person~~tender ~~with~~offer ~~whom~~will ~~such~~be ~~stockholder~~made isby ~~acting~~the Company, solely in ~~concert~~its ordiscretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“~~group~~FASB”) Accounting Standards Codification (as“ASC”) ~~defined~~Topic ~~under~~480, ~~Section~~“Distinguishing 13Liabilities from Equity” (“ASC 480”). If the Company seeks stockholder approval, the Company will proceed with a Business Combination if a majority of the ~~Securities~~shares ~~Exchange~~voted ~~Act~~are voted in favor of ~~1934~~the Business Combination. The Company will not redeem the Public Shares in connection with a Business Combination in an amount that would cause its net tangible assets to be less than $5,000,001. asIf ~~amended~~a [stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange ~~Act~~Commission (“SEC”]) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will beoffer ~~restricted~~to ~~from~~redeem ~~redeeming~~the ~~its~~Public ~~shares~~Shares in conjunction with ~~respect~~a proxy solicitation pursuant to ~~more~~the ~~than~~proxy anrules ~~aggregate~~and ofnot ~~15%~~pursuant ofto the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, ~~without~~the initial stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the ~~prior~~Initial ~~consent~~Public Offering in favor of a Business Combination. In addition, the ~~Company~~initial stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

The ~~holders~~Certificate of ~~the~~Incorporation ~~Founder~~provides ~~Shares~~that ~~(the~~a ~~“initial~~Public ~~stockholders”)~~Stockholder, ~~agreed~~together ~~not~~with toany ~~propose~~affiliate ~~an amendment to the Certificate~~ of ~~Incorporation~~such ~~(A)~~stockholder ~~to modify the substance~~ or ~~timing~~any ofother ~~the~~person ~~Company’s~~with ~~obligation~~whom tosuch ~~allow~~stockholder ~~redemption~~is acting in ~~connection~~concert ~~with~~or as a ~~Business~~“group” ~~Combination~~(as ordefined tounder ~~redeem~~Section ~~100%~~13 of the ~~Public~~Securities ~~Shares~~Exchange ifAct ~~the~~of ~~Company~~1934, ~~does~~as ~~not~~amended ~~complete~~(the a“Exchange ~~Business~~Act”)), ~~Combination~~will ~~within~~be ~~the~~restricted ~~Combination~~from ~~Period~~redeeming ~~(as~~its ~~defined~~shares ~~below) or (B)~~ with respect to ~~any~~more ~~other~~than ~~provision~~an ~~relating~~aggregate toof ~~stockholders’~~15% ~~rights~~of orthe ~~pre-initial~~Public ~~Business Combination activity~~Shares, ~~unless~~without the ~~Company~~prior ~~provides~~consent ~~the~~of ~~Public Stockholders with~~ the ~~opportunity to redeem their Public Shares in conjunction with any such amendment~~Company.

6The holders of the Founder Shares (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

~~Table~~If the Company is unable to complete a Business Combination within 24 months from the closing of ~~Contents~~the Initial Public Offering, or March 12, 2023 (the “Combination Period”), and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

~~PWP FORWARD ACQUISITION CORP. I~~6

~~NOTES~~Table TOof ~~UNAUDITED CONDENSED FINANCIAL STATEMENTS~~Contents

IfPWP ~~the~~FORWARD ~~Company~~ACQUISITION is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 12, 2023 (the “Combination Period”), and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable lawCORP. I

~~The~~NOTES ~~initial~~TO ~~stockholders~~UNAUDITED ~~agreed~~CONDENSED toFINANCIAL waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period; in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.STATEMENTS

~~Liquidity~~The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period; in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and ~~Capital~~to ~~Resources~~the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

As of September 30, 2021, the Company had approximately $1.0 million in its operating bank account and working capital of approximately $0.9 million (not taking into consideration approximately $146,000 of franchise tax obligations that may be paid using investment income earned from the Trust Account).

~~Prior~~Note to2 ~~the~~— ~~completion~~Basis of ~~the~~Presentation Initial Public Offering, the Company’s liquidity needs were satisfied through the payment by the Company’s Sponsor of $25,000 for certain offering costs on the Company’s behalf in exchange for the issuance of the Founder Shares, and ~~loan~~Summary ~~proceeds from the Company’s Sponsor~~ of ~~$300,000.~~Significant ~~The~~Accounting loan was repaid in full with the proceeds from the Initial Public Offering and Private Placement. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs were satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 4). To date, there are no amounts outstanding under any Working Capital Loans.Policies

7Basis of Presentation

~~Table~~The accompanying condensed financial statements of ~~Contents~~the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements under GAAP and the rules of the Securities and Exchange Commission. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any future period.

~~PWP~~The ~~FORWARD~~accompanying ~~ACQUISITION~~unaudited ~~CORP~~condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 31, 2022, which contains the audited financial statements and notes thereto. IThe financial information as of December 31, 2021, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 31, 2022.

~~NOTES~~Liquidity, TOCapital ~~UNAUDITED~~Resources ~~CONDENSED~~and ~~FINANCIAL~~Going ~~STATEMENTS~~Concern

~~Based~~As onof ~~the~~March ~~foregoing~~31, ~~management~~2022, ~~believes that~~ the Company ~~will~~had ~~have~~approximately ~~sufficient~~$564,000 ~~working~~in ~~capital and borrowing capacity to meet~~ its ~~needs~~operating ~~through~~bank ~~the~~account, ~~earlier~~approximately of$14,000 ~~the consummation~~ of ainterest ~~Business~~income ~~Combination~~available orin ~~one year from this filing. Over this time period,~~ the ~~Company will be using the funds held outside of the~~ Trust Account ~~for~~to ~~paying~~pay ~~existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying~~ for ~~travel~~tax ~~expenditures,~~obligations ~~selecting the target business to merge with or acquire,~~ and ~~structuring,~~working ~~negotiating~~capital ~~and~~of ~~consummating~~approximately ~~the Business Combination~~$543,741.

~~Risks and Uncertainties~~7

~~Management~~Table ~~is currently evaluating the impact~~ of the COVID-19 global pandemic and has concluded that although it is reasonably possible that the pandemic could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. Accordingly, the financial statements do not include any adjustments that might result from the outcome of this uncertainty.Contents

PWP FORWARD ACQUISITION CORP. I

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~Note 2~~Prior -to ~~Summary~~the completion of ~~Significant~~the ~~Accounting~~Initial ~~Policies~~Public Offering, the Company’s liquidity needs were satisfied through the payment by the Company’s Sponsor of $25,000 for certain offering costs on the Company’s behalf in exchange for the issuance of the Founder Shares, and loan proceeds from the Company’s Sponsor of $300,000. The loan was repaid in full with the proceeds from the Initial Public Offering and Private Placement. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs were satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 4). To date, there are no amounts outstanding under any Working Capital Loans.

~~Basis~~Management has determined that the 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 been made to the carrying amounts of ~~Presentation~~assets or liabilities should the Company be required to liquidate after March 12, 2023. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

~~The~~Risks accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021.Uncertainties

~~Revision~~Management tois ~~Previously~~currently ~~Reported~~evaluating ~~Financial~~the ~~Statements~~impact of the COVID-19 global pandemic and has concluded that although it is reasonably possible that the pandemic could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. Accordingly, the financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In ~~preparation~~February of2022, the ~~Company’s~~Russian ~~unaudited~~Federation ~~condensed financial statements as of~~ and ~~for~~Belarus ~~the~~commenced ~~quarterly~~a ~~period~~military ~~ended~~action ~~September 30, 2021, the Company concluded it should revise its financial statements to classify all Class A common stock subject to possible redemption as temporary equity. In accordance~~ with the ~~SEC~~country ~~and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control~~ of ~~the Company require common stock subject to redemption to be classified outside of permanent equity~~Ukraine. ~~The~~As ~~Company had previously classified~~ a ~~portion~~result of ~~its~~this ~~Class~~action, Avarious ~~common stock in permanent equity~~nations, orincluding ~~total stockholders’ equity. Although~~ the ~~Company~~United ~~did not specify a maximum redemption threshold~~States, ~~its~~have ~~charter~~instituted ~~currently~~economic ~~provides~~sanctions ~~that~~against the ~~Company~~Russian ~~will~~Federation ~~not~~and ~~redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001~~Belarus. ~~Previously~~Further, the ~~Company~~impact ~~did not consider redeemable stock classified as temporary equity as part~~ of ~~net tangible assets. Effective with these financial statements, the Company revised~~ this ~~interpretation~~action toand ~~include~~related ~~temporary~~sanctions ~~equity~~on ~~in net tangible assets. Accordingly, effective with this filing,~~ the ~~Company~~world ~~presents~~economy ~~all~~are ~~redeemable~~not ~~Class~~determinable ~~A common stock~~ as ~~temporary equity and has reflected this reclassification in the condensed statement~~ of ~~changes in stockholder’s equity (see Note 6). The change in~~ the ~~carrying~~date ~~value~~ of ~~the~~these ~~redeemable~~financial ~~shares~~statements ~~of Class A common stock at the Initial Public Offering resulted in a decrease of approximately $5.5 million in additional paid-in capital~~ and an increase of approximately $16.9 million to accumulated deficit, as well as a reclassification of 2,235,362 shares of Class A common stock from permanent equity to temporary equity. The Company will present this revision in a prospective manner in all future filings. Under this approach, the ~~previously~~specific ~~issued~~impact ~~financial~~on ~~statements included as an exhibit to~~ the Company’'s ~~Form~~financial ~~8-K filed with the SEC on March 18~~condition, ~~2021~~results ~~and~~of ~~Form 10-Qs will not be amended~~operations, ~~but historical amounts presented in the current~~ and ~~future~~cash ~~filings~~flows ~~will~~is bealso ~~recast~~not todeterminable beas ~~consistent~~of ~~with~~ the ~~current~~date ~~presentation,~~of ~~and~~these anfinancial ~~explanatory footnote will be provided~~statements.

~~The~~Emerging ~~impact~~Growth of the revision to the unaudited condensed balance sheets as of March 31, 2021, and June 30, 2021, is a reclassification of $23.0 million and $21.2 million, respectively, from total stockholders’ equity to Class A common stock subject to possible redemption. There is no impact to the reported amounts for total assets, total liabilities, cash flows, or net income (loss). In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company.

8The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

~~Table~~Further, Section 102(b)(1) of ~~Contents~~the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~PWP FORWARD ACQUISITION CORP. I~~8

~~NOTES~~Table TOof ~~UNAUDITED CONDENSED FINANCIAL STATEMENTS~~Contents

~~Emerging~~PWP ~~Growth~~FORWARD ~~Company~~ACQUISITION CORP. I

~~The~~NOTES ~~Company~~TO isUNAUDITED anCONDENSED ~~“emerging~~FINANCIAL growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.STATEMENTS

~~Further,~~Use ~~Section 102(b)(1)~~ of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.Estimates

~~Use~~The preparation of ~~Estimates~~financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.

~~The~~Cash ~~preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates~~ and ~~assumptions~~Cash ~~that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Actual results could differ from those estimates.~~Equivalents

~~Cash~~The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2022 and ~~Cash~~December ~~Equivalents~~31, 2021, there were no cash equivalents held outside of the Trust Account.

~~The~~Investments ~~Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents~~ held ~~outside~~in ~~of the~~ Trust Account ~~as of September 30, 2021 and December 31, 2020.~~

~~Investments~~The ~~Held~~Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

~~The~~Concentration ~~Company’s portfolio~~ of ~~investments~~Credit is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Risk

~~Concentration~~Financial instruments that potentially subject the Company to concentrations of ~~Credit~~credit ~~Risk~~risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000 and investments held in Trust Account. As of March 31, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

~~Financial~~Fair ~~instruments~~Value ~~that potentially subject the Company to concentrations~~ of ~~credit~~Financial risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000 and investments held in Trust Account. As of September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.Instruments

9The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements” approximates the carrying amounts represented in the balance sheets.

~~Table~~Fair ofValue ~~Contents~~Measurements

~~PWP~~Fair ~~FORWARD~~value ~~ACQUISITION~~is ~~CORP~~defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. IGAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

~~NOTES~~● TOLevel ~~UNAUDITED~~1, ~~CONDENSED~~defined ~~FINANCIAL~~as ~~STATEMENTS~~observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

~~Fair~~● ~~Value~~Level of2, ~~Financial~~defined ~~Instruments~~as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements” approximates the carrying amounts represented in the balance sheets.9

~~Fair~~Table ~~Value~~of ~~Measurements~~Contents

~~Fair~~PWP ~~value~~FORWARD isACQUISITION ~~defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date~~CORP. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:I

●NOTES ~~Level~~TO 1,UNAUDITED ~~defined~~CONDENSED asFINANCIAL ~~observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;~~STATEMENTS

● Level 23, defined as unobservable inputs ~~other~~in ~~than~~which ~~quoted~~little ~~prices~~or inno ~~active~~market ~~markets~~data ~~that~~exists, ~~are~~therefore ~~either~~requiring ~~directly~~an orentity ~~indirectly~~to ~~observable~~develop its own assumptions, such as ~~quoted~~valuations ~~prices~~derived ~~for~~from ~~similar~~valuation ~~instruments~~techniques in ~~active~~which ~~markets~~one or ~~quoted~~more ~~prices~~significant ~~for~~inputs ~~identical~~ or ~~similar~~significant ~~instruments~~value indrivers ~~markets that~~ are ~~not active; and~~unobservable.

●In ~~Level~~some 3circumstances, ~~defined~~the asinputs ~~unobservable~~used ~~inputs~~to inmeasure ~~which~~fair ~~little~~value ormight nobe ~~market~~categorized ~~data~~within ~~exists,~~different ~~therefore~~levels ~~requiring~~of anthe ~~entity~~fair tovalue ~~develop~~hierarchy. ~~its~~In ~~own~~those ~~assumptions~~instances, ~~such~~the asfair ~~valuations~~value ~~derived~~measurement ~~from~~is ~~valuation~~categorized ~~techniques~~in its entirety in ~~which~~the ~~one~~fair orvalue ~~more~~hierarchy ~~significant~~based ~~inputs~~on orthe lowest level input that is significant ~~value~~to ~~drivers~~the ~~are~~fair ~~unobservable~~value measurement.

InDerivative ~~some~~Warrant circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.Liabilities

~~Derivative~~The ~~Warrant~~Company ~~Liabilities~~does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period.

The ~~Company~~4,232,686 ~~does~~warrants ~~not~~issued ~~use~~in connection with the Initial Public Offering and exercise of the over-allotment (the “Public Warrants”) and the 4,155,124 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to ~~hedge~~fair ~~exposures~~value at each reporting period. The liabilities are subject to ~~cash~~re-measurement ~~flow,~~at ~~market~~each balance sheet date until exercised, orand ~~foreign~~any ~~currency~~change ~~risks~~in fair value is recognized in the Company’s statements of operations. The ~~Company~~estimated ~~evaluates~~fair ~~all~~value of ~~its~~the ~~financial~~Public ~~instruments,~~Warrants ~~including~~and ~~issued~~the ~~stock~~Private ~~purchase~~Placement ~~warrants,~~Warrants towere ~~determine~~initially ifmeasured ~~such~~at ~~instruments~~fair ~~are~~value ~~derivatives~~using ora ~~contain~~binomial ~~features~~/ lattice model that ~~qualify~~assumes asoptimal ~~embedded~~exercise ~~derivatives,~~of ~~pursuant~~the toCompany’s ~~ASC~~redemption ~~480~~option, ~~and~~including ~~FASB~~the ~~ASC~~make-whole ~~Topic~~table, ~~815~~per the warrant agreement, at the earliest possible date (see “~~Derivatives~~Fair ~~and~~Market ~~Hedging~~Value of Shares of Class A Common Stock” (in Exhibit 4.2 “~~ASC~~Description ~~815~~of the Company’s securities”). As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The ~~classification~~fair value of ~~derivative~~the ~~instruments~~Public and Private Placement Warrants at December 31, ~~including~~2021, ~~whether~~is based on observable listed prices for such ~~instruments~~warrants. ~~should~~The bePrivate ~~recorded~~Placement Warrants have the same value as the Public Warrants since they are also subject to the make-whole table, per the warrant agreement. Derivative warrant liabilities orare classified as ~~equity,~~non-current liabilities as their liquidation is ~~re-assessed~~not atreasonably expected to require the ~~end~~use of ~~each~~current ~~reporting~~assets ~~period~~or require the creation of current liabilities.

~~The~~Offering ~~4,232,686~~Costs ~~warrants~~Associated ~~issued in connection~~ with the Initial Public Offering and exercise of the over-allotment (the “Public Warrants”) and the 4,155,124 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The estimated fair value of the Public Warrants and the Private Placement Warrants were initially measured at fair value using a binomial / lattice model that assumes optimal exercise of the Company’s redemption option, including the make-whole table, per the warrant agreement, at the earliest possible date. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The fair value of the Public and Private Placement Warrants at September 30, 2021 is based on observable listed prices for such warrants. The Private Placement Warrants have the same value as the Public Warrants since they are also subject to the make-whole table, per the warrant agreement. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

10Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and are presented as nonoperating expenses in the statements of operations. Upon the completion of the Initial Public Offering, costs associated with the issuance of Class A common stock were charged against the carrying value of the Class A shares. In connection with the reclassification of Class A common stock to temporary equity (see Note 7), the offering costs were reclassified to accumulated deficit in the statements of changes in stockholders’ equity (deficit). The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

~~Table~~Class ofA ~~Contents~~Common Stock Subject to Possible Redemption

~~PWP~~The ~~FORWARD~~Company ~~ACQUISITION~~accounts ~~CORP~~for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. IClass A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~10

~~Offering~~Table ~~Costs~~of ~~Associated with the Initial Public Offering~~Contents

~~Offering~~PWP ~~costs~~FORWARD ~~consist~~ACQUISITION ~~of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering~~CORP. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and are presented as nonoperating expenses in the condensed statements of operations. Upon the completion of the initial public offering, costs associated with the issuance of Class A common stock were charged against the carrying value of the Class A shares. In connection with the reclassification of Class A common stock to temporary equity (see Note 6), the offering costs were reclassified to accumulated deficit in the condensed statement of changes in Stockholders’ Equity. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.I

~~Class~~NOTES ATO ~~Common~~UNAUDITED ~~Stock~~CONDENSED ~~Subject~~FINANCIAL ~~to Possible Redemption~~STATEMENTS

~~The Company accounts for its Class A~~ common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of ~~September~~March 3031, 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’ equity section of the Company’s balance sheet ~~(see Note 6)~~.

Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by ~~taxing~~tax authorities. There were no unrecognized tax benefits as of ~~September~~March 3031, ~~2021~~2022, and December 31, ~~2020~~2021, respectively. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of ~~September~~March 3031, ~~2021~~2022, and December 31, ~~2020~~ 2021, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major ~~taxing~~tax authorities since inception.

11Net Income (Loss) Per Common Share

~~Table~~The Company complies with accounting and disclosure requirements of ~~Contents~~FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period.

~~PWP~~The ~~FORWARD~~calculation ~~ACQUISITION~~of ~~CORP~~diluted net income (loss) per common stock does not consider the effect of the Public Warrants and the Private Placement Warrants to purchase an aggregate of 8,387,810 shares of common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. IAs a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three months ended March 31, 2022 and 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~11

~~Net~~Table ~~Income~~of ~~(Loss) Per Common Share~~Contents

~~The~~PWP ~~Company~~FORWARD ~~complies~~ACQUISITION ~~with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share~~CORP.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period.I

~~The~~NOTES ~~calculation~~TO ofUNAUDITED ~~diluted~~CONDENSED ~~net~~FINANCIAL income (loss) per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 8,387,810 shares of common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.STATEMENTS

The following ~~table~~tables ~~reflects~~present ~~presents~~ a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:


	For ~~the~~The Three Months Ended March 31,2022				~~For the Nine Months Ended~~
	~~September~~Class ~~30,~~A		Class B		~~September 30,~~
	2021				2021
Basic and diluted net income per common stock:
	Class A		Class B		Class A		Class B
Numerator:
Basic and diluted net income (loss) per common stock:
Allocation of net income	$	2,834,390	$	708,597
Numerator:

Allocation of net income (loss)	$	1,236,866	$	309,217	$	1,981,507	$	657,069
Denominator:

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

Basic and diluted weighted average common stock outstanding		21,163,433		5,290,858		15,711,342		5,209,887
Basic and diluted net income per common stock	$	0.13	$	0.13

Basic and diluted net income (loss) per common stock	$	0.06	$	0.06	$	0.13	$	0.13

Recent Accounting Pronouncements


	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)

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 47020) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

~~Management~~Recent ~~does~~Accounting ~~not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.~~Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

~~Table of Contents~~12

~~PWP~~Table ~~FORWARD~~of ~~ACQUISITION CORP. I~~Contents

~~NOTES~~PWP TOFORWARD ~~UNAUDITED~~ACQUISITION ~~CONDENSED~~CORP. ~~FINANCIAL STATEMENTS~~I

~~Note~~NOTES 3TO -UNAUDITED ~~Initial~~CONDENSED ~~Public~~FINANCIAL ~~Offering~~STATEMENTS

OnNote ~~March~~3 ~~12,~~- ~~2021, the Company consummated its~~ Initial Public Offering of 20,000,000 Units, at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $11.9 million, of which $7.0 million and approximately $378,000 were for deferred underwriting commissions and deferred legal fees, respectively. On March 16, 2021, the underwriters partially exercised the over-allotment option and forfeited the remaining option; subsequently, on March 18, 2021, the underwriters purchased an additional 1,163,433 Over-Allotment Units generating gross proceeds of approximately $11.6 million and incurring additional offering costs of approximately $640,000 (of which approximately $407,000 was for deferred underwriting fees).

~~Each~~On ~~Unit~~March ~~consists~~12, of2021, ~~one~~the ~~share~~Company consummated its Initial Public Offering of ~~Class~~20,000,000 AUnits, ~~common~~at ~~stock~~$10.00 per Unit, generating gross proceeds of $200.0 million, and ~~one-fifth~~incurring offering costs of ~~one~~approximately ~~Public~~$11.9 ~~Warrant~~million, of which $7.0 ~~Each~~million ~~Public~~and ~~Warrant~~approximately ~~entitles~~$378,000 were for deferred underwriting commissions and deferred legal fees, respectively. On March 16, 2021, the ~~holder~~underwriters topartially ~~purchase~~exercised ~~one~~the ~~share~~over-allotment ofoption, ~~Class~~forfeited Athe ~~common~~remaining ~~stock~~option atand aon ~~price~~March 18, 2021, purchased an additional 1,163,433 Over-Allotment Units, generating gross proceeds of approximately $11.506 ~~per~~million ~~share,~~and ~~subject~~incurring toadditional ~~adjustment~~offering costs of approximately $640,000 (~~see~~of ~~Note~~which 8approximately $407,000 was for deferred underwriting fees).

~~Note 4~~Each Unit consists of one share of Class A common stock, and one-fifth ~~Related~~of ~~Party~~one ~~Transactions~~Public Warrant. Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).

~~Founder~~Note 4 ~~Shares~~- Related Party Transactions

On October 6, 2020, the Sponsor paid $25,000 to cover for certain offering costs on behalf of the Company in exchange for issuance of 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”). The Sponsor agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On March 16, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 1,163,433 Over-Allotment Units and forfeited the remaining option; thus, an aggregate of 459,142 shares of Class B common stock were forfeited accordingly.

~~The~~On ~~initial stockholders agreed~~October 6, ~~subject to limited exceptions~~2020, ~~not to transfer, assign or sell any of~~ the ~~Founder~~Sponsor ~~Shares~~paid ~~until~~$25,000 ~~the earlier~~ to ~~occur~~cover ~~of:~~for ~~(A)~~certain ~~one~~offering ~~year~~costs ~~after~~on ~~the~~behalf ~~completion~~ of the ~~initial~~Company ~~Business~~in ~~Combination;~~exchange ~~and~~for ~~(B)~~issuance ~~subsequent~~of to5,750,000 ~~the~~shares ~~initial Business Combination (x) if the last reported sale price~~ of the Company’s Class AB common stock, ~~equals~~par orvalue ~~exceeds~~ $120.000001 per share ~~(as adjusted for stock splits~~, ~~stock dividends, reorganizations, recapitalizations and~~ (the ~~like~~“Founder Shares”). ~~for~~The ~~any~~Sponsor 20agreed ~~trading~~to ~~days~~forfeit ~~within~~up ~~any~~to ~~30-trading~~750,000 ~~day~~Founder ~~period~~Shares ~~commencing~~to atthe ~~least~~extent ~~150~~that ~~days after~~ the ~~initial~~over-allotment ~~Business~~option ~~Combination~~was ornot ~~(y)~~exercised ~~the~~in ~~date~~full onby ~~which~~ the ~~Company completes a liquidation~~underwriters, ~~merger,~~so ~~stock~~that ~~exchange,~~the ~~reorganization~~Founder orShares ~~other~~would ~~similar~~represent ~~transaction~~20.0% ~~that results in all~~ of the ~~Public~~Company’s ~~Stockholders~~issued ~~having~~and ~~the~~outstanding ~~right to exchange their~~ shares ofafter ~~common~~the ~~stock~~Initial ~~for~~Public ~~cash, securities or other property~~Offering. ~~Any~~On ~~permitted~~March ~~transferees~~16, ~~would~~2021, ~~be subject to~~ the ~~same~~underwriters ~~restrictions~~partially ~~and~~exercised ~~other agreements of~~ the ~~initial~~over-allotment ~~stockholders~~option ~~with respect~~ to ~~any~~purchase ~~Founder~~an ~~Shares.~~additional ~~Our board of directors~~1,163,433 inOver-Allotment ~~exercising~~Units ~~its business judgment~~ and ~~subject~~forfeited tothe ~~its~~remaining ~~fiduciary~~option; ~~duties~~thus, ~~may~~an ~~seek~~aggregate ~~one or more amendments to or waivers~~ of ~~such~~459,142 ~~agreements~~shares ~~in connection with the consummation~~ of ~~our~~Class ~~initial~~B ~~Business~~common ~~Combination.~~stock ~~Any~~were ~~such~~forfeited ~~amendments or waivers would not require approval from our stockholders and may result in the completion of our initial Business Combination that may not otherwise have been possible~~accordingly.

~~Private~~The ~~Placement~~initial ~~Warrants~~stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination; and (B) subsequent to the initial Business Combination (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Our board of directors, in exercising its business judgment and subject to its fiduciary duties, may seek one or more amendments to or waivers of such agreements in connection with the consummation of our initial Business Combination. Any such amendments or waivers would not require approval from our stockholders and may result in the completion of our initial Business Combination that may not otherwise have been possible.

~~Simultaneously with the closing of the Initial Public Offering, the Company consummated the~~ Private Placement ~~of 4,000,000 Private Placement~~ Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $6.0 million (Note 4). Concurrent with the closing of the Over-Allotment, the Company issued 155,124 Private Placement Warrants to the Sponsor in a private placement, generating gross proceeds to the Company of approximately $233,000, including cash proceeds of approximately $22,000 in excess of the fair value of the Private Placement Warrants issued to the Sponsor.

~~Each~~Simultaneously ~~Private~~with ~~Placement~~the ~~Warrant~~closing isof ~~exercisable~~the ~~for~~Initial ~~one~~Public ~~whole~~Offering, ~~share~~the Company consummated the Private Placement of ~~Class~~4,000,000 APrivate ~~common~~Placement ~~stock~~Warrants, at a price of $111.50 per ~~share.~~Private APlacement ~~portion~~Warrant ofwith the ~~proceeds~~Sponsor, ~~from~~generating ~~the~~gross ~~sale~~proceeds of ~~the~~$6.0 ~~Private~~million. ~~Placement~~Concurrent ~~Warrants~~with to the ~~Sponsor~~closing ~~was~~of ~~added to~~ the ~~proceeds~~Over-Allotment, ~~from~~ the ~~Initial~~Company ~~Public~~issued ~~Offering~~155,124 ~~held~~Private inPlacement ~~the~~Warrants ~~Trust~~to ~~Account. If~~ the ~~Company~~Sponsor ~~does~~in ~~not complete~~ a ~~Business~~private ~~Combination~~placement, ~~within~~generating ~~the~~gross ~~Combination~~proceeds ~~Period,~~to the ~~Private~~Company ~~Placement~~of ~~Warrants~~approximately ~~will expire worthless~~$233,000.

The ~~purchasers~~excess amount of ~~the Private Placement Warrants agreed~~$581,716 ~~subject~~received toover ~~limited~~the ~~exceptions,~~fair ~~not~~value ~~to transfer~~($5,440,000) ~~assign or sell any~~ of ~~their~~the Private Placement Warrants ~~(except~~was torecorded ~~permitted~~into ~~transferees)~~additional ~~until~~paid-in 30capital ~~days~~in ~~after~~stockholders’ ~~the completion of the initial Business Combination~~equity.

13Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.

~~Table of Contents~~13

~~PWP~~Table ~~FORWARD~~of ~~ACQUISITION CORP. I~~Contents

~~NOTES~~PWP TOFORWARD ~~UNAUDITED~~ACQUISITION ~~CONDENSED~~CORP. ~~FINANCIAL STATEMENTS~~I

~~Related~~NOTES ~~Party~~TO ~~Loans~~UNAUDITED CONDENSED FINANCIAL STATEMENTS

OnThe ~~October~~purchasers 6,of ~~2020,~~ the ~~Sponsor~~Private ~~agreed~~Placement toWarrants ~~loan~~agreed, ~~the~~subject ~~Company~~to anlimited ~~aggregate~~exceptions, ofnot up to ~~$500~~transfer,~~000~~ toassign ~~cover~~or ~~expenses~~sell ~~related~~any toof ~~the~~their ~~Initial~~Private ~~Public~~Placement ~~Offering~~Warrants ~~pursuant~~(except to apermitted ~~promissory note (the “Note”~~transferees). ~~This~~until ~~loan~~30 ~~was~~days ~~non-interest~~after ~~bearing and payable upon~~ the completion of the ~~Initial~~initial ~~Public~~Business ~~Offering~~Combination. ~~The Company borrowed $300,000 under the Note and repaid this in full upon the closing of the Initial Public Offering and Private Placement.~~

InRelated ~~addition,~~Party in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2021, the Company had no borrowings under the Working Capital Loans.

~~Administrative~~In ~~Services~~order ~~Agreement~~to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2022, the Company had no borrowings under the Working Capital Loans.

~~Commencing~~Administrative onServices the date that the Company’s securities were first listed on the Nasdaq through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to pay an entity related to the Sponsor a total of $10,000 per month for office space, administrative and support services. During the three and nine months ended September 30, 2021, the Company incurred $30,000 and $70,000 of such fees, respectively. The amount payable of $70,000 has been included in accounts payable on the condensed balance sheet.Agreement

~~The~~Commencing ~~Sponsor,~~on ~~officers~~the ~~and~~date ~~directors,~~that orthe ~~any~~Company’s ofsecurities ~~their~~were ~~respective~~first ~~affiliates,~~listed ~~will~~on bethe ~~reimbursed~~Nasdaq ~~for~~through ~~any~~the ~~out-~~earlier of~~-pocket~~ ~~expenses~~consummation ~~incurred~~of inthe ~~connection~~initial ~~with~~Business ~~activities~~Combination onand the Company’s ~~behalf~~liquidation, ~~such~~the asCompany ~~identifying~~agreed ~~potential~~to ~~target~~pay ~~businesses~~an ~~and~~entity ~~performing~~related ~~due~~to ~~diligence~~the onSponsor ~~suitable~~a ~~Business~~total ~~Combinations.~~of ~~The~~$10,000 ~~Company’s~~per ~~audit~~month ~~committee~~for ~~will~~office ~~review~~space, onadministrative aand ~~quarterly~~support ~~basis~~services. ~~all~~During ~~payments~~the ~~that~~three ~~were~~months ~~made~~ended byMarch us31, to2022 and 2021, the ~~Sponsor~~Company incurred $30,000 ~~directors~~and $10,000, ~~officers~~respectively, orfor these support services. Approximately $140,000 and $100,000 are included in accounts payable on the ~~Company’s~~balance orsheet ~~any~~as of ~~their~~March ~~affiliates~~31, 2022, and December 31, 2021, respectively.

~~Note 5~~The Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket ~~Commitments~~expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and ~~Contingencies~~performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made by us to the Sponsor, directors, officers or the Company’s or any of their affiliates.

~~Registration~~Note 5 ~~Rights~~- Commitments and Contingencies

~~The~~Registration holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares), are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company would not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.Rights

~~Underwriting~~The ~~Agreement~~holders of Founder Shares and Private Placement Shares are entitled to registration rights pursuant to a registration and stockholder rights agreement. The holders of these securities are entitled to make up to three demands that the Company registers such securities, subject to specified conditions. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of the Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. However, the registration and stockholder rights agreement will provide that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period.

~~The~~Underwriting Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions. On March 16, 2021, the underwriters partially exercised the over-allotment option and forfeited the remaining option, and on March 18, 2021, purchased an additional 1,163,433 Units.Agreement

14The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions. On March 16, 2021, the underwriters partially exercised the over-allotment option and purchased an additional 1,163,433 Units and forfeited the remainder of the option.

~~Table of Contents~~14

~~PWP~~Table ~~FORWARD~~of ~~ACQUISITION CORP. I~~Contents

~~NOTES~~PWP TOFORWARD ~~UNAUDITED~~ACQUISITION ~~CONDENSED~~CORP. ~~FINANCIAL STATEMENTS~~I

~~The~~NOTES ~~underwriters~~TO ~~were~~UNAUDITED ~~entitled~~CONDENSED toFINANCIAL an underwriting discount of $0.20 per Unit, or $4.0 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or $7.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.STATEMENTS

InThe ~~connection~~underwriters ~~with~~were ~~the~~entitled ~~consummation~~to ofan ~~the~~underwriting ~~Over-Allotment~~discount onof ~~March~~$0.20 18per Unit, ~~2021~~or $4.0 million in the aggregate, paid upon the ~~underwriters~~closing ~~were~~of ~~entitled~~the toInitial anPublic Offering. An additional fee of ~~approximately~~ $~~233,000~~0.35 ~~paid~~per ~~upon closing~~Unit, ~~and~~or ~~approximately~~ $~~407,000~~7.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

~~Deferred~~In ~~Legal~~connection ~~Fees~~with the closing of the Over-Allotment on March 18, 2021, the underwriters were entitled to an additional fee of approximately $233,000 paid upon closing and approximately $407,000 in deferred underwriting commissions.

~~The Company engaged a legal counsel firm for legal advisory services, and the legal counsel agreed to defer a portion of their fees (“~~Deferred Legal Fees”). The deferred fee will become payable in the event that the Company completes a Business Combination. As of September 30, 2021, the Company has deferred legal fees of approximately $1.1 million in connection with such services on the accompanying condensed balance sheet.

~~Note~~The 6Company -engaged ~~Class~~a Alegal ~~Common~~counsel ~~Stock~~firm ~~Subject~~for legal advisory services, and the legal counsel agreed to ~~Possible~~defer ~~Redemption~~a portion of their fees (“Deferred Legal Fees”). The deferred fee will become payable in the event that the Company completes a Business Combination. As of March 31, 2022 and December 31, 2021, the Company has deferred legal fees of approximately $1.5 million and $1.4 million, respectively in connection with such services on the accompanying balance sheet.

~~The~~Note ~~Company’s~~6 ~~Class~~— ADerivative ~~common~~Warrant stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 80,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2021, there were 21,163,433 shares of Class A common stock outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the condensed balance sheet.Liabilities

~~The~~As ~~Class~~of AMarch ~~common~~31, ~~stock~~2022, ~~subject~~the toCompany ~~possible~~had ~~redemption~~4,232,686 ~~reflected~~Public onWarrants ~~the~~and ~~condensed~~4,155,124 ~~balance~~Private ~~sheet~~Placement isWarrants ~~reconciled on the following table:~~outstanding.

Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial Business Combination, the Company will use its commercially reasonable efforts to file an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s initial Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.


Gross proceeds from Initial Public Offering	$	211,634,330
Less:
Fair value of Public Warrants at issuance		(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

Table of Contents

PWP FORWARD ACQUISITION CORP. I

~~Note~~NOTES 7TO —UNAUDITED ~~Stockholders’~~CONDENSED ~~Equity~~FINANCIAL STATEMENTS

~~Preferred~~The ~~Stock~~warrants —have ~~The~~an ~~Company~~exercise isprice ~~authorized~~of to$11.50 ~~issue~~per 1share,~~000~~ subject to adjustments,~~000~~ and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of ~~preferred~~Class A common stock, ~~par~~or ~~value~~equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $09.~~0001~~20 per share, ~~with~~of ~~such~~Class ~~designations,~~A ~~voting~~common ~~and~~stock ~~other~~(with ~~rights~~such ~~and~~issue ~~preferences~~price asor ~~may~~effective issue price to be determined ~~from~~in ~~time~~good tofaith ~~time~~ by the Company’s board of directors. Asand, in the case of ~~September 30~~any such issuance to the Sponsor or its affiliates, ~~2021~~ without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and ~~December~~interest 31thereon, ~~2020~~available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), ~~there~~and ~~were~~(z) nothe ~~shares~~volume weighted average trading price of ~~preferred~~the Class A common stock ~~issued~~during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per share of Class A common stock equals or ~~outstanding~~exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

~~Class A~~The ~~Common~~Private ~~Stock~~Placement —Warrants ~~The~~are ~~Company~~identical ~~is authorized~~ to ~~issue~~the 80Public Warrants,~~000,000~~ except that the Private Placement Warrants and the shares of Class A common stock ~~with~~issuable aupon ~~par~~exercise ~~value~~ of ~~$0.0001~~the ~~per~~Private ~~share.~~Placement AsWarrants ofwill ~~September~~not 30be transferable, ~~2021~~assignable or salable until 30 days after the completion of a Business Combination, ~~there~~subject ~~were~~to 21certain limited exceptions. Additionally,~~163,433~~ ~~shares~~the Private Placement Warrants will be non-redeemable (except as described below in “Redemption of warrants when the price per share of Class A common stock ~~issued~~equals or ~~outstanding~~exceeds $10.00”) ~~All~~so ~~shares~~long ofas ~~Class~~they Aare ~~common~~held ~~stock~~by ~~subject~~the toSponsor ~~possible~~or ~~redemption~~its permitted transferees. If the Private Placement Warrants are ~~classified~~held asby ~~temporary~~someone ~~equity~~other ~~(see~~than ~~Note~~the ~~6).~~Sponsor Asor ofits ~~December~~permitted 31transferees, ~~2020,~~the ~~there~~Private ~~were~~Placement noWarrants ~~shares~~will ofbe ~~Class~~redeemable Aby ~~common~~the ~~stock~~Company ~~issued~~and orexercisable ~~outstanding~~by such holders on the same basis as the Public Warrants.

~~Class B~~Redemption ~~Common Stock — The Company is authorized to issue 20,000,000 shares~~ of ~~Class~~warrants Bwhen ~~common~~the ~~stock~~price ~~with a par value of $0.0001~~ per share. ~~On October 6, 2020, the Company issued 5,750,000 shares~~ of Class BA common stock. Ofequals the 5,750,000 shares of Class B common stock outstanding, up to 750,000 shares of Class B common stock were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or inexceeds ~~part, so that the initial stockholders will collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering~~$18. On March 16, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 1,163,433 Over-Allotment Units and forfeited the remaining option; thus, an aggregate of 459,142 shares of Class B common stock were forfeited accordingly. As of September 30, 2021, and December 31, 2020, there were 5,290,858 and 5,750,000 shares of Class B common stock issued and outstanding, respectively.00:

15Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants):

~~Table~~● ofin ~~Contents~~whole and not in part;

~~PWP~~● ~~FORWARD~~at ~~ACQUISITION~~a ~~CORP~~price of $0.01 Iper warrant;

~~NOTES~~● TOupon ~~UNAUDITED~~a ~~CONDENSED~~minimum ~~FINANCIAL~~of ~~STATEMENTS~~30 days’ prior written notice of redemption to each warrant holder; and

~~Common~~● ~~stockholders~~if, ofand ~~record~~only ~~are~~if, ~~entitled~~the tolast ~~one~~reported ~~vote~~sale ~~for~~price ~~each~~of ~~share~~Class ~~held~~A oncommon ~~all~~stock ~~matters~~for toany be20 ~~voted~~trading ondays bywithin ~~stockholders and vote together as~~ a ~~single~~30-trading ~~class,~~day ~~except~~period asending ~~required~~on bythe ~~law;~~third ~~provided,~~trading ~~that,~~day prior to the ~~Company’s~~date ~~initial~~on ~~Business~~which ~~Combination, holders of~~ the ~~Class~~Company Bsends ~~common stock will have~~ the ~~right~~notice ~~to appoint all~~ of ~~the~~redemption ~~Company’s~~to ~~directors and remove members of~~ the ~~board~~warrant ~~of directors for any reason, and~~ holders of (the ~~Class~~“Reference AValue”) ~~common~~equals ~~stock~~or ~~will~~exceeds ~~not~~$18.00 beper ~~entitled~~share to(as ~~vote on the appointment of directors during such time~~adjusted).

The ~~Class~~Company ~~B common stock~~ will ~~automatically~~not ~~convert~~redeem ~~into Class A common stock at~~ the ~~time~~warrants ofas ~~the~~described ~~initial~~above ~~Business~~unless ~~Combination,~~a orregistration ~~earlier~~statement atunder the ~~option~~Securities ofAct ~~the~~covering ~~holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and~~ the ~~like,~~issuance ~~and~~of ~~subject to further adjustment as provided herein. In~~ the ~~event that additional~~ shares of Class A common stock, orissuable ~~equity-linked~~upon ~~securities,~~exercise ~~are issued or deemed issued in excess~~ of the ~~amounts~~warrants ~~issued~~is inthen ~~the~~effective ~~Initial~~and ~~Public~~a ~~Offering~~current ~~and~~prospectus ~~related~~relating to ~~the~~those ~~closing of the initial Business Combination, the ratio at which the~~ shares of Class ~~B common stock will convert into shares of Class~~ A common stock ~~will~~is beavailable ~~adjusted~~throughout ~~(unless~~ the ~~holders~~30-day ofredemption aperiod. ~~majority~~If ~~of the issued~~ and ~~outstanding~~when ~~shares of~~ the ~~Class~~warrants Bbecome ~~common~~redeemable ~~stock~~by ~~agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that~~ the ~~number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal~~Company, in the ~~aggregate,~~Company onmay anexercise ~~as-converted~~its ~~basis,~~redemption ~~20%~~right ofeven ~~the~~if ~~sum~~it ofis ~~all~~unable ~~shares~~to ofregister ~~common~~or ~~stock~~qualify ~~issued and outstanding upon~~ the ~~completion~~underlying ofsecurities ~~the~~for ~~Initial~~sale ~~Public~~under ~~Offering plus~~ all ~~shares~~applicable ofstate ~~Class A common stock and equity-linked~~ securities ~~issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination~~laws.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants:

~~Note~~● 8in —whole ~~Warrants~~and not in part;

~~As of September 30, 2021, the Company had 4,232,686 Public Warrants and 4,155,124 Private Placement Warrants outstanding.~~16

~~Public~~Table ~~Warrants may only be exercised for a whole number~~ of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial Business Combination, the Company will use its commercially reasonable efforts to file an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s initial Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.Contents

16PWP FORWARD ACQUISITION CORP. I

~~Table~~NOTES ofTO ~~Contents~~UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~PWP~~● ~~FORWARD~~at ~~ACQUISITION CORP~~$0.10 Iper warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” (as defined below) of Class A common stock;

~~NOTES~~● TOif, ~~UNAUDITED~~and ~~CONDENSED~~only ~~FINANCIAL~~if, ~~STATEMENTS~~the Reference Value equals or exceeds $10.00 per share (as adjusted); and

~~The~~● warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if ~~(x)~~ the ~~Company~~Reference ~~issues~~Value ~~additional~~is ~~shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of~~ less than $918.2000 per share ~~of Class A common stock~~ (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as ~~applicable, prior to such issuance~~adjusted) ~~(the “Newly Issued Price”)~~, ~~(y)~~ the ~~aggregate~~Private ~~gross~~Placement ~~proceeds~~Warrants ~~from~~must ~~such~~also ~~issuances~~concurrently ~~represent~~be ~~more~~called ~~than 60% of the total equity proceeds, and interest thereon, available~~ for ~~the~~redemption ~~funding of the initial Business Combination~~ on the ~~date~~same ofterms ~~the~~as ~~consummation of~~ the ~~initial~~outstanding ~~Business~~Public ~~Combination (net of redemptions)~~Warrants, ~~and~~as (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger prices described ~~below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18~~above.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The ~~Private~~“fair ~~Placement~~market ~~Warrants~~value” ~~are~~of ~~identical~~Class toA ~~the~~common ~~Public~~stock ~~Warrants,~~shall ~~except~~mean ~~that~~ the ~~Private~~volume ~~Placement~~weighted ~~Warrants~~average ~~and~~price ~~the shares~~ of Class A common stock ~~issuable~~during ~~upon exercise of~~ the ~~Private~~10 ~~Placement~~trading ~~Warrants~~days ~~will~~immediately ~~not~~following bethe ~~transferable,~~date ~~assignable~~on orwhich ~~salable until 30 days after~~ the ~~completion~~notice of aredemption ~~Business~~is ~~Combination,~~sent ~~subject~~ to ~~certain~~the ~~limited~~holders ~~exceptions~~of warrants. ~~Additionally,~~In ~~the~~no ~~Private~~event ~~Placement~~will ~~Warrants~~the ~~will~~warrants be ~~non-redeemable~~exercisable ~~(except~~in asconnection ~~described~~with ~~below~~this inredemption ~~“Redemption~~feature offor ~~warrants~~more ~~when~~than ~~the~~0.361 ~~price~~shares ~~per share~~ of Class A common stock ~~equals~~per orwarrant ~~exceeds~~(subject ~~$10.00”)~~to ~~so long as they are held by the Sponsor or its permitted transferees~~adjustment). If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

~~Redemption~~In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants ~~when~~will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the ~~price~~Company’s ~~per~~assets ~~share~~held outside of ~~Class~~the ATrust ~~common~~Account ~~stock~~with ~~equals~~the orrespect ~~exceeds~~to ~~$18~~such warrants.~~00:~~ Accordingly, the warrants may expire worthless.

~~Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants):~~

●Note in7 ~~whole~~- ~~and~~Class ~~not~~A inCommon ~~part;~~Stock Subject to Possible Redemption

●The atCompany’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 80,000,000 shares of Class A common stock with a ~~price~~par value of $0.01 0001 per ~~warrant;~~share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of March 31, 2022 and December 31, 2021, there were 21,163,433 shares of Class A common stock outstanding, all of which were subject to possible redemption and are classified outside of stockholders’ (“permanent”) equity in the balance sheets.

●The ~~upon~~Class aA ~~minimum~~common ofstock 30subject ~~days’~~to ~~prior~~possible ~~written~~redemption ~~notice~~reflected ofon ~~redemption~~the tobalance ~~each~~sheets ~~warrant~~is ~~holder;~~reconciled ~~and~~on the following table:

● if, and only if, the last reported sale price of Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted).


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

The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

~~Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00:~~

~~Once~~Note ~~the~~8 ~~warrants~~— ~~become~~Stockholders’ ~~exercisable,~~Equity ~~the Company may redeem the outstanding warrants:~~(Deficit)

●Preferred inStock ~~whole~~— The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and ~~not~~other inrights ~~part;~~and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

●Class A atCommon ~~$0.10~~Stock ~~per~~— ~~warrant~~The ~~upon~~Company ais ~~minimum~~authorized ofto 30issue ~~days’~~80,000,000 ~~prior~~shares ~~written~~of ~~notice~~Class ofA ~~redemption~~common ~~provided~~stock ~~that~~with ~~holders~~a ~~will~~par bevalue ~~able~~of to$0.0001 ~~exercise~~per ~~their~~share. ~~warrants~~As onof aMarch ~~cashless~~31, ~~basis~~2022 ~~prior~~and toDecember ~~redemption~~31, ~~and~~2021, ~~receive~~there ~~that~~were ~~number~~21,163,433 shares of ~~shares~~Class ~~determined~~A bycommon ~~reference~~stock toissued anor ~~agreed~~outstanding. ~~table~~All ~~based~~shares onof ~~the~~Class ~~redemption~~A ~~date~~common ~~and~~stock ~~the~~subject ~~“fair~~to ~~market~~possible ~~value”~~redemption ~~(as~~are ~~defined~~classified ~~below)~~as oftemporary ~~Class~~equity A(see ~~common~~Note ~~stock;~~7).

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PWP FORWARD ACQUISITION CORP. I

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

●Class B ~~if,~~Common ~~and~~Stock ~~only~~— ifThe Company is authorized to issue 20,000,000 ~~the~~shares ~~Reference~~of ~~Value~~Class ~~equals~~B orcommon ~~exceeds~~stock with a par value of $100.000001 per share. ~~(as~~On ~~adjusted);~~October 6, 2020, the Company issued 5,750,000 shares of Class B common stock. Of the 5,750,000 shares of Class B common stock outstanding, up to 750,000 shares of Class B common stock were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the initial stockholders will collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. On March 16, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 1,163,433 Over-Allotment Units and forfeited the remaining option; thus, an aggregate of 459,142 shares of Class B common stock were forfeited accordingly.

●As ifof ~~the~~March ~~Reference~~31, ~~Value~~2022 isand ~~less~~December ~~than~~31, ~~$18~~2021, there were 5,290,858 shares of Class B common stock issued and outstanding.00 ~~per~~Common stockholders of record are entitled to one vote for each share (held on all matters to be voted on by stockholders and vote together as ~~adjusted)~~a single class, except as required by law; provided, that, prior to the ~~Private~~Company’s ~~Placement~~initial ~~Warrants~~Business ~~must~~Combination, ~~also~~holders ~~concurrently~~of bethe ~~called~~Class ~~for~~B ~~redemption~~common onstock will have the ~~same~~right ~~terms~~to asappoint all of the ~~outstanding~~Company’s ~~Public~~directors ~~Warrants~~and remove members of the board of directors for any reason, asand ~~described~~holders ~~above~~of the Class A common stock will not be entitled to vote on the appointment of directors during such time.

The ~~“fair~~Class ~~market~~B ~~value”~~common ofstock will automatically convert into Class A common stock ~~shall~~at ~~mean~~the time of the ~~volume~~initial ~~weighted~~Business ~~average~~Combination, ~~price~~or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the event that additional shares of Class A common stock, ~~during~~or equity-linked securities, are issued or deemed issued in excess of the 10amounts ~~trading~~issued ~~days~~in ~~immediately~~the ~~following~~Initial Public Offering and related to the ~~date~~closing onof the initial Business Combination, the ratio at which the ~~notice~~shares of ~~redemption~~Class isB ~~sent~~common tostock will convert into shares of Class A common stock will be adjusted (unless the holders of ~~warrants.~~a Inmajority noof ~~event~~the ~~will~~issued and outstanding shares of the ~~warrants~~Class beB ~~exercisable~~common instock ~~connection~~agree to waive such anti-dilution adjustment with ~~this~~respect ~~redemption~~to ~~feature~~any ~~for~~such ~~more~~issuance ~~than~~or ~~0.361~~deemed issuance) so that the number of shares of Class A common stock ~~per~~issuable ~~warrant~~upon ~~(subject~~conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of all shares of common stock issued and outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to ~~adjustment)~~be issued, to any seller in the initial Business Combination.

InNote no9 ~~event~~— ~~will~~Fair ~~the~~Value Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.Measurements

At issuance, the Company utilized a binomial / lattice model to estimate the fair value of the Public Warrants and Private Placement Warrants, including the warrants issued in connection with the Over-Allotment. The binomial / lattice model assumed optimal exercise of the Company’s redemption option, including the make whole table, at the earliest possible date.

~~Note~~The 9estimated —fair ~~Fair~~value ~~Value~~of ~~Measurements~~the Public Warrants and Private Placement Warrants was determined using Level 3 inputs. Inherent in an option pricing simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of its ordinary shares based on historical volatility of select peer companies that matched the expected remaining life of the warrants. The risk-free interest rate was based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants was assumed to be equivalent to their remaining contractual term. The dividend rate was based on the historical rate, which the Company anticipated remaining at zero.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:18

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	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
	$	211,641,167	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public warrants	$	3,470,800	$	—	$	—
Derivative warrant liabilities - Private placement warrants	$	—	$	3,407,200	$	—

PWP FORWARD ACQUISITION CORP. I

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~Transfers~~The ~~to/from~~following ~~Levels~~tables 1,present 2,information ~~and~~about ~~3 are recognized at~~ the ~~beginning~~Company’s ofassets ~~the~~and ~~reporting~~liabilities ~~period.~~that ~~The~~are ~~estimated~~measured at fair value ofon ~~the Public Warrants was transferred from~~ a ~~Level~~recurring 3basis ~~measurement~~as toof aMarch ~~Level~~31, 12022 ~~measurement~~and inDecember ~~May~~31, 2021, ~~when the Public Warrants were separately listed~~ and ~~traded~~indicates inthe ~~an active market. The estimated~~ fair value ofhierarchy ~~the Private Placement Warrants was transferred from a Level 3 measurement to a Level 2 measurement in May 2021, as all~~ of the ~~significant~~valuation ~~inputs~~techniques tothat the ~~valuation~~Company ~~model~~utilized ~~used~~ to ~~estimate~~determine ~~the~~such fair value ~~of the Private Placement Warrants became directly or indirectly observable from the listed Public Warrants.~~:

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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	$	—

~~PWP FORWARD ACQUISITION CORP. I~~

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


December 31, 2021
	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	$	211,645,419	$	—	$	—

Liabilities:
Derivative warrant liabilities - Public warrants	$	3,386,150	$	—	$	—
Derivative warrant liabilities - Private placement warrants	$	—	$	3,324,100	$	—

The Company utilized a binomial/lattice model to estimate the fair value of the Public Warrants and Private Placement Warrants at issuance and at March 31, 2021. Beginning in May 2021 the listed price of the Public Warrants is used to estimate fair value of the Public Warrants and the significant inputs to the valuation model used to estimate the fair value of the Private Placement Warrants became directly or indirectly observable from the listed Public Warrants. For the three and nine months ended September 30, 2021, the Company recognized a gain resulting from changes in the fair value of derivative warrant liabilities of approximately $1.9 million and $4.5 million, respectively, which is presented in the accompanying condensed statements of operations.

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The ~~change~~estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement in May 2021, when the Public Warrants were separately listed and traded in an active market. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 ~~derivative~~measurement ~~warrant~~to ~~liabilities~~a ~~for~~Level 2 measurement in May 2021. As the ~~nine~~transfer ~~months~~of ~~ended~~Private ~~September~~Placement 30Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The fair value of the Public Warrants at March 31, 2022 and December 31, 2021, is ~~summarized~~based on observable listed prices for such warrants. The Private Placement Warrants have the same value as ~~follows:~~the Public Warrants since they are also subject to the make-whole table, per the warrant agreement.

Level 1 assets include investments in money market funds or U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.


Level 3 - Derivative warrant liabilities at March 12, 2021 (inception)	$	—
Issuance of Public and Private Warrants		11,407,420
Change in fair value of derivative warrant liabilities		—
Level 3 - Derivative warrant liabilities at March 31, 2021		11,407,420
Transfer of Public Warrants to Level 1		(5,756,450)
Transfer of Private Placement Warrants to Level 2		(5,650,970)
Derivative warrant liabilities at June 30, 2021		—
Derivative warrant liabilities at September 30, 2021	$	—

For the three months ended March 31, 2022 and 2021, the Company recognized a gain resulting from changes in the fair value of derivative warrant liabilities of approximately $3.9 million and $-, respectively, which is presented in the accompanying statements of operations.

The change in the fair value of Level 3 derivative warrant liabilities for the three months ended March 31, 2021 is summarized as follows:

Note 10 — Subsequent Events


Level 3 - Derivative warrant liabilities at March 12, 2021 (inception)	$	—
Issuance of Public and Private Warrants		11,407,420
Change in fair value of derivative warrant liabilities		—
Level 3 - Derivative warrant liabilities at March 31, 2021	$	11,407,420

The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were available to be issued. Based upon this review, the Company determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements.

There are no instruments, measured with significant Level 3 inputs, outstanding during the three months ended March 31, 2022.

19Table of Contents

~~Table~~PWP ofFORWARD ~~Contents~~ACQUISITION CORP. I

~~Item~~NOTES ~~2.Management’s~~TO ~~Discussion~~UNAUDITED ~~and~~CONDENSED ~~Analysis~~FINANCIAL ~~of Financial Condition and Results of Operations.~~STATEMENTS

~~References~~Note to10 ~~the~~— ~~“Company,”~~Subsequent “PWP Forward Acquisition Corp. I,” “PWP Forward Acquisition,” “our,” “us” or “we” refer to PWP Forward Acquisition Corp. I. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited interim condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.Events

~~Cautionary~~The ~~Note~~Company ~~Regarding~~evaluated ~~Forward-Looking~~subsequent ~~Statements~~events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the condensed financial statements.

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.

We are a blank check company incorporated in Delaware on September 9, 2020. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.20

~~Our~~Table sponsor is PWP Forward Sponsor I LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for our Initial Public Offering was declared effective March 9, 2021. On March 12, 2021, we consummated our Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $11.9 million, of which $7.0 million and approximately $378,000 were for deferred underwriting commissions and deferred legal fees, respectively. On March 16, 2021, the underwriters partially exercised the over-allotment option and forfeited the remaining option; subsequently, on March 18, 2021, the underwriters purchased an additional 1,163,433 Units (the “Over-Allotment Units”) generating gross proceeds of approximately $11.6 million and incurring additional offering costs of approximately $640,000, of which approximately $407,000 was for deferred underwriting fees (the “Over-Allotment”).Contents

~~Simultaneously~~Item ~~with~~2.Management’s ~~the~~Discussion ~~closing~~and ofAnalysis ~~the Initial Public Offering, we consummated the private placement (“Private Placement”)~~ of ~~4,000,000~~Financial ~~warrants~~Condition ~~(each, a “Private Placement Warrant”~~ and ~~collectively,~~Results ~~the “Private Placement Warrants”), at a price~~ of $1Operations.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $6.0 million. Simultaneously with the closing of the Over-Allotment on March 18, 2021, we consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 155,124 Private Placement Warrants by the Sponsor, generating gross proceeds to us of approximately $233,000.

~~Upon~~References ~~the~~to ~~closing of~~ the Initial Public Offering and the Private Placement, $200.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in a trust account (“~~Trust Account”) located in the United States with Continental Stock Transfer & Trust~~ Company ~~acting as trustee~~,” ~~and~~“PWP ~~have~~Forward ~~been,~~Acquisition ~~and will continue to be invested only in U~~Corp.S. ~~“government securities~~I,” ~~within~~“PWP ~~the~~Forward ~~meaning of Section 2(a)(16) of the Investment Company Act of 1940~~Acquisition,” ~~as amended (the~~ “~~Investment~~our,” ~~Company Act~~“us”), ~~having a maturity of 185 days~~ or ~~less~~“we” orrefer into ~~money~~PWP ~~market~~Forward ~~funds~~Acquisition ~~meeting~~Corp. ~~certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U~~I.S. ~~government~~The ~~treasury~~following ~~obligations,~~discussion asand ~~determined~~analysis byof the Company,’s ~~until~~financial ~~the~~condition ~~earlier of: (i) the completion of a Business Combination~~ and ~~(ii)~~results ~~the distribution~~ of ~~the~~operations ~~Trust~~should ~~Account~~be asread ~~described~~in ~~below.~~conjunction ~~In connection~~ with the ~~consummation~~unaudited ofinterim ~~the~~condensed ~~Over-Allotment~~financial onstatements ~~March~~and ~~18,~~the ~~2021,~~notes anthereto ~~aggregate~~contained ofelsewhere ~~approximately~~in ~~$11~~this report.6 ~~million~~Certain ofinformation ~~the~~contained ~~net~~in ~~proceeds of~~ the ~~sale~~discussion ~~of the Over-Allotment Units~~ and ~~the~~analysis ~~additional~~set ~~Private~~forth ~~Placement~~below ~~was~~includes ~~placed~~forward-looking instatements ~~the~~that ~~Trust~~involve ~~Account,~~risks ~~for~~and ~~a total amount of approximately $211~~uncertainties.~~6 million.~~

20Cautionary Note Regarding Forward-Looking Statements

~~Table~~This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of ~~Contents~~Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other U.S. Securities and Exchange Commission (“SEC”) filings.

Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that we will be able to complete a Business Combination successfully. We must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, we only intend to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.Overview

IfWe we are ~~unable to complete~~ a ~~Business~~blank ~~Combination~~check ~~within~~company 24incorporated ~~months~~in ~~from~~Delaware ~~the~~on ~~closing~~September ~~of the Initial Public Offering~~9, or2020. ~~March~~We ~~12,~~were ~~2023~~formed ~~(the “Combination Period”), and our stockholders have not amended the Certificate of Incorporation to extend such Combination Period, we will (1) cease all operations except~~ for the purpose of ~~winding~~effecting ~~up;~~a ~~(2)~~merger, asshare ~~promptly as reasonably possible but not more than 10 business days thereafter~~exchange, ~~redeem~~asset ~~the Public Shares~~acquisition, ~~at a per~~ share ~~price~~purchase, ~~payable~~reorganization inor ~~cash,~~similar ~~equal~~business tocombination ~~the~~with ~~aggregate~~one ~~amount~~or ~~then~~more onbusinesses ~~deposit in~~ (the ~~Trust~~“Business ~~Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable~~Combination”),. ~~divided~~We byare ~~the~~an ~~number~~emerging ofgrowth ~~then~~company ~~issued~~ and ~~outstanding Public Shares~~, ~~which redemption will completely extinguish Public Stockholders’ rights~~ as ~~stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following~~ such ~~redemption~~, ~~subject~~we toare ~~the approval of the remaining stockholders and our board of directors, liquidate and dissolve,~~ subject ~~in each case~~ to ~~our~~all ~~obligations under Delaware law to provide for claims~~ of ~~creditors and~~ the ~~requirements~~risks ofassociated ~~other~~with ~~applicable~~emerging ~~law~~growth companies.

OnOur ~~April~~sponsor 29is PWP Forward Sponsor I, ~~2021~~LLC, a Delaware limited liability company (our “Sponsor”). Our registration statement for our Initial Public Offering (the ~~Company~~“Initial ~~announced~~Public ~~that,~~Offering”) ~~commencing~~became effective on ~~April~~March 309, 2021. On March 12, ~~the~~2021, ~~holders~~we consummated our Initial Public Offering of ~~the~~20,000,000 ~~Company’s~~units (the “Units” ~~may~~and, ~~elect~~with respect to ~~separately~~the ~~trade~~Class ~~the~~A ~~shares~~common ofstock ~~Class~~included Ain ~~Common~~the ~~Stock~~Units ~~and~~being offered, the “Public ~~Warrants~~Shares”), at $10.00 ~~Any~~per ~~Units~~Unit, ~~not~~generating ~~separated~~gross ~~continue~~proceeds toof ~~trade~~$200.0 onmillion, ~~Nasdaq~~and ~~under~~incurring ~~the~~offering ~~symbol~~costs ~~“FRWAU.”~~of ~~Any~~approximately ~~underlying~~$11.9 ~~shares~~million, of ~~Class~~which A$7.0 ~~Common~~million ~~Stock~~and approximately $378,000 was for deferred underwriting commissions and ~~Public~~deferred ~~Warrants~~legal ~~that~~fees, ~~were~~respectively. ~~separated~~On ~~trade~~March on16, ~~Nasdaq~~2021, ~~under~~the underwriters partially exercised the ~~symbols~~over-allotment ~~“FRW”~~option, forfeited the remaining option and ~~“FRWAW~~on March 18, 2021, purchased an additional 1,163,433 Units (the “Over-Allotment Units”) ~~respectively~~generating gross proceeds of approximately $11.6 Nomillion ~~fractional~~and ~~warrants~~incurring ~~were~~additional ~~issued~~offering ~~upon~~costs ~~separation~~of approximately $640,000, of ~~the~~which ~~Units~~approximately ~~and~~$407,000 ~~only~~was ~~whole~~for ~~warrants~~deferred ~~trade~~underwriting fees (the “Over-Allotment”).

~~Liquidity~~Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 4,000,000 warrants (each, a “Private Placement Warrant” and ~~Capital~~collectively, ~~Resources~~the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $6.0 million. Simultaneously with the closing of the Over-Allotment on March 18, 2021, we consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 155,124 Private Placement Warrants by the Sponsor, generating gross proceeds to us of approximately $233,000.

AsUpon the closing of ~~September~~the ~~30,~~Initial ~~2021~~Public Offering, wethe ~~had~~Over-Allotment ~~approximately~~and the Private Placement, $1211.06 million ($10.00 per Unit) of the net proceeds of the sale of the Units in ~~our~~the ~~operating~~Initial ~~bank~~Public Offering and the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and ~~working~~have ~~capital~~been, ofand ~~approximately~~will $0continue to be invested only in U.9S. ~~million~~“government securities,” within the meaning of Section 2(~~not~~a)(16) ~~taking~~of ~~into~~the ~~consideration~~Investment ~~approximately~~Company ~~$146~~Act of 1940,~~000~~ as amended (the “Investment Company Act”), having a maturity of ~~franchise~~185 ~~tax~~days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, ~~that~~as ~~may~~determined beby ~~paid~~the ~~using~~Company, ~~investment~~until ~~income~~the ~~earned~~earlier ~~from~~of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account) as described below.

Prior to the completion of the Initial Public Offering, our liquidity needs were satisfied through the payment by our Sponsor of $25,000 for certain offering costs on our behalf in exchange for the issuance of the Founder Shares, and loans proceeds from our Sponsor of $300,000. The loan was repaid in full with the proceeds from the Initial Public Offering and Private Placement. Subsequent to the consummation of the Initial Public Offering and Private Placement, our liquidity needs were satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (as defined below). To date, there are no amounts outstanding under any Working Capital Loans.21

~~Based~~Table ~~on the foregoing, we believe that we will have sufficient working capital and borrowing capacity to meet our needs through the earlier~~ of the consummation of a Business Combination or one year from this filing. Over this time period, we will use the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.Contents

~~Management~~Our ~~continues~~management has broad discretion with respect to ~~evaluate~~the specific application of the ~~impact~~net proceeds of the ~~COVID-19~~Initial ~~pandemic~~Public Offering and ~~has~~the ~~concluded~~sale ~~that~~of Private Placement Warrants, although itsubstantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is ~~reasonably~~no ~~possible~~assurance that ~~the~~we ~~pandemic~~will ~~could~~be ~~have~~able to complete a ~~negative~~Business ~~effect~~Combination onsuccessfully. ~~our~~We ~~financial~~must ~~position,~~complete ~~results~~one or more initial Business Combinations having an aggregate fair market value of ~~our~~at ~~operations~~least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and~~/or~~ ~~search~~taxes ~~for~~payable aon ~~target~~the ~~company~~income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, we only intend to complete a Business Combination if the ~~specific~~post-transaction ~~impact~~company isowns ~~not~~or ~~readily~~acquires ~~determinable~~50% asor more of the ~~date~~issued and outstanding voting securities of the ~~financial~~target ~~statements.~~or ~~Accordingly,~~otherwise acquires a controlling interest in the ~~financial~~target ~~statements~~sufficient dofor it not ~~include~~to ~~any~~be ~~adjustments~~required ~~that~~to ~~might~~register ~~result~~as ~~from~~an ~~the~~investment ~~outcome~~company ofunder ~~this~~the ~~uncertainty~~Investment Company Act.

21If we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 12, 2023 (the “Combination Period”), and our stockholders have not amended the Certificate of Incorporation to extend such Combination Period, we will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

~~Table~~On April 29, 2021, the Company announced that, commencing on April 30, 2021, the holders of ~~Contents~~the Company’s Units may elect to separately trade the shares of Class A Common Stock and Public Warrants. Any Units not separated continue to trade on Nasdaq under the symbol “FRWAU.” Any underlying shares of Class A Common Stock and Public Warrants that were separated trade on Nasdaq under the symbols “FRW” and “FRWAW,” respectively. No fractional warrants were issued upon separation of the Units and only whole warrants trade.

~~Results~~Liquidity, ofCapital ~~Operations~~Resources and Going Concern

~~Our~~Prior ~~entire~~to ~~activity~~the ~~since~~completion ~~inception~~of upthe toInitial ~~September~~Public 30Offering, ~~2021~~our ~~relates~~liquidity toneeds ~~preparation~~were satisfied through the payment by our Sponsor of $25,000 for certain offering costs on our ~~formation~~behalf in exchange for the issuance of the Founder Shares (as defined below), and loan proceeds from our Sponsor of $300,000. The loan was repaid in full with the proceeds from the Initial Public Offering and Private Placement. Subsequent to the ~~search~~consummation ~~for~~of athe ~~target~~Initial ~~business.~~Public WeOffering ~~will~~and ~~not~~Private bePlacement, ~~generating~~our ~~any~~liquidity ~~operating~~needs ~~revenues~~were ~~until~~satisfied with the ~~closing~~proceeds ~~and~~from ~~completion~~the consummation of ~~our~~the ~~initial~~Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, atthe Sponsor may, but is not obligated to, provide the ~~earliest~~Company Working Capital Loans (as defined below). To date, there are no amounts outstanding under any Working Capital Loans.

~~For~~Management ~~the~~has ~~three~~determined ~~months~~that ~~ended~~the ~~September~~liquidity 30condition, ~~2021,~~mandatory weliquidation ~~had~~and ~~net~~subsequent ~~income~~dissolution ofraises ~~approximately~~substantial ~~$1.5~~doubt ~~million,~~about ~~which~~the ~~consisted~~Company’s ofability ato ~~gain~~continue ofas ~~approximately~~a ~~$1.9~~going ~~million~~concern ~~resulting~~one year from the ~~change~~date inthese ~~fair~~financial ~~value~~statements ofare ~~derivative~~issued. ~~warrant~~No ~~liabilities~~adjustments ~~and~~have ~~income~~been ~~from~~made ~~investments~~to ~~held~~the incarrying ~~Trust~~amounts ~~Account~~ of ~~approximately~~assets ~~$3,000,~~or ~~which~~liabilities ~~was~~should ~~partially~~we ~~offset~~be byrequired ato ~~loss~~liquidate ~~from~~after ~~operations~~March ~~of approximately $386~~12,~~000~~ 2023. The ~~loss~~financial ~~from~~statements ~~operations~~do ~~consisted~~not ofinclude ~~approximately~~any ~~$308,000~~adjustment ~~general~~that ~~and~~might ~~administrative~~be ~~expenses,~~necessary ~~$30,000~~if ofthe ~~general~~Company ~~and~~is ~~administrative~~unable ~~expenses~~to -continue ~~related~~as ~~party,~~a ~~and~~going ~~approximately $48,000 in franchise tax expense~~concern.

~~For~~Management ~~the~~continues ~~nine~~to ~~months~~evaluate ~~ended~~the ~~September~~impact ~~30, 2021, we had net income~~ of ~~approximately~~the ~~$2.6~~COVID-19 ~~million,~~pandemic ~~which~~and ~~consisted~~has ofconcluded athat ~~gain~~although ofit ~~approximately~~is ~~$4.5~~reasonably ~~million~~possible ~~resulting~~that ~~from~~ the ~~change~~pandemic incould ~~fair~~have ~~value~~a ofnegative ~~derivative~~effect ~~warrant~~on ~~liabilities~~our ~~and~~financial ~~income~~position, ~~from~~results ~~investments held in Trust Account~~ of ~~approximately~~our ~~$7,000, which was partially offset by a loss from~~ operations ~~of approximately $1.5 million~~ and/or ~~non-operating~~search ~~expenses~~for ofa ~~approximately~~target ~~$397~~company,~~000~~ ~~for~~the ~~offering~~specific ~~costs~~impact ~~associated~~is ~~with~~not ~~derivative~~readily ~~warrant~~determinable ~~liabilities.~~as ~~The~~of ~~loss~~the ~~from~~date ~~operations consisted~~ of ~~approximately~~the $1financial statements.3 ~~million general and administrative expenses~~Accordingly, ~~$70,000~~the offinancial ~~general~~statements ~~and~~do ~~administrative~~not ~~expenses~~include -any ~~related~~adjustments ~~party,~~that ~~and~~might ~~approximately~~result ~~$146,000~~from inthe ~~franchise~~outcome ~~tax~~of ~~expense~~this uncertainty.

~~Contractual~~In ~~Obligations~~February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

~~Administrative Services Agreement~~22

~~Commencing~~Table ~~on the date that our securities were first listed on the Nasdaq through the earlier~~ of consummation of the Initial Business Combination or our liquidation, we agreed to pay an entity related to the Sponsor a total of $10,000 per month for office space, administrative and support services.Contents

WeResults ~~incurred approximately $30,000 and $70,000 in general and administrative expenses-related party in the accompanying unaudited condensed statements~~ of ~~operations for the three and nine months ended September 30, 2021, respectively.~~Operations

~~The~~Our ~~Sponsor~~entire activity since inception through March 31, ~~officers~~2022 ~~and~~related ~~directors~~to our formation, orthe ~~any~~preparation offor ~~their~~the ~~respective~~Initial ~~affiliates~~Public Offering, ~~will~~and besince ~~reimbursed~~the closing of the Initial Public Offering, the search for ~~any~~a ~~out-of-pocket~~prospective ~~expenses~~initial ~~incurred~~Business Combination. We have neither engaged in ~~connection~~any ~~with~~operations ~~activities~~nor ongenerated ~~our~~any ~~behalf~~revenues ~~such~~to asdate. ~~identifying~~We ~~potential~~will ~~target~~not ~~businesses~~generate ~~and~~any ~~performing~~operating ~~due~~revenues ~~diligence~~until onafter ~~suitable~~completion of our initial Business ~~Combinations~~Combination. ~~Our~~We ~~audit~~will ~~committee~~generate ~~will~~non-operating ~~review~~income onin athe ~~quarterly~~form ~~basis~~of ~~all~~interest ~~payments~~earned ~~that~~on ~~were~~cash ~~made~~equivalents byheld usin Trust Account. We expect to ~~the~~incur ~~Sponsor~~increased expenses as a result of being a public company (for legal, ~~directors~~financial reporting, ~~officers~~accounting orand usauditing orcompliance), ~~any~~as ofwell ~~their~~as ~~affiliates~~for due diligence expenses.

~~Registration~~For ~~Rights~~the three months ended March 31, 2022, we had net income of approximately $3.5 million, consisting of a gain of approximately $3.9 million resulting from the change in fair value of derivative warrant liabilities and income from investments held in Trust Account of approximately $14,000, partially offset by a loss from operations of approximately $329,000. The loss from operations consisted of approximately $249,000 general and administrative expenses, $30,000 of related party expenses, and $50,000 of franchise tax expense.

~~The~~For ~~holders~~the ofthree ~~Founder~~months ~~Shares,~~ended ~~Private~~March ~~Placement~~31, ~~Warrants~~2021, ~~and~~we ~~warrants~~had ~~that~~a ~~may~~net beloss ~~issued upon conversion~~ of ~~Working~~approximately ~~Capital Loans~~$705,000, ifconsisting ~~any (and any shares~~ of ~~common~~a ~~stock~~loss ~~issuable~~from ~~upon~~operations ~~the exercise~~ of ~~the~~approximately ~~Private~~$309,000 ~~Placement Warrants or warrants issued upon conversion of the Working Capital Loans~~ and ~~upon~~non-operating ~~conversion~~expenses of ~~the~~approximately ~~Founder Shares)~~$397,000 ~~are~~for ~~entitled~~offering tocosts ~~registration~~associated ~~rights~~with ~~pursuant~~derivative towarrant aliabilities. The ~~registration~~loss ~~rights~~from ~~agreement~~operations ~~signed~~consisted ~~upon the consummation~~ of ~~the~~approximately ~~Initial~~$250,000 ~~Public~~general ~~Offering. These holders are entitled to certain demand~~ and ~~“piggyback”~~administrative ~~registration~~expenses, ~~rights. However~~$10,000 ~~the registration rights agreement provides that we would not be required to effect or permit any registration or cause any registration statement to become effective until termination~~ of ~~the~~related ~~applicable~~party ~~lock-up period. We will bear the~~ expenses, ~~incurred~~and inapproximately ~~connection~~$48,000 ~~with the filing~~ of ~~any~~franchise ~~such~~tax ~~registration statements~~expense.

~~Underwriting~~Commitments ~~Agreement~~and Contingencies

WeAdministrative ~~granted~~Services the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions. On March 16, 2021, the underwriters partially exercised the over-allotment option and forfeited the remaining option, and on March 18, 2021, purchased an additional 1,163,433 Units.Agreement

22Commencing on the date that our securities were first listed on the Nasdaq through the earlier of consummation of the initial Business Combination or our liquidation, we agreed to pay an entity related to the Sponsor a total of $10,000 per month for office space, administrative and support services.

~~Table~~During the three months ended March 31, 2022 and 2021, we incurred $30,000 and $10,000, respectively, for these support services. Approximately $140,000 and $100,000 are included in accounts payable on the balance sheet as of ~~Contents~~March 31, 2022, and December 31, 2021, respectively.

The ~~underwriters~~Sponsor, ~~were~~officers ~~entitled~~and ~~to an underwriting discount of $0.20 per Unit~~directors, or ~~$4.0~~any ~~million~~of intheir ~~the~~respective ~~aggregate~~affiliates, ~~paid~~will ~~upon~~be ~~the~~reimbursed ~~closing~~for any out-of-pocket ~~the~~expenses ~~Initial~~incurred ~~Public~~in ~~Offering.~~connection Anwith ~~additional~~activities ~~fee~~on ofour ~~$0.35~~behalf ~~per~~such ~~Unit,~~as oridentifying ~~$7.0~~potential ~~million~~target inbusinesses ~~the~~and ~~aggregate~~performing ~~will~~due bediligence ~~payable~~on tosuitable ~~the~~Business ~~underwriters for deferred underwriting commissions~~Combinations. ~~The~~Our ~~deferred~~audit ~~fee~~committee will ~~become~~review ~~payable~~on toa ~~the~~quarterly ~~underwriters~~basis ~~from~~all ~~the~~payments ~~amounts~~that ~~held~~were inmade ~~the~~by ~~Trust~~us ~~Account~~to ~~solely in~~ the ~~event~~Sponsor, ~~that we complete a Business Combination~~directors, ~~subject~~officers toor ~~the~~us ~~terms~~or any of ~~the~~their ~~underwriting agreement~~affiliates.

InRegistration connection with the consummation of the Over-Allotment on March 18, 2021, the underwriters were entitled to an additional fee of approximately $233,000 paid upon closing, and approximately $407,000 in deferred underwriting commissions.Rights

~~Critical~~The ~~Accounting~~holders ~~Policies~~of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares), are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that we would not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. We will bear the expenses incurred in connection with the filing of any such registration statements.

~~Derivative~~Underwriting ~~Warrant Liabilities~~Agreement

We dogranted ~~not~~the ~~use~~underwriters ~~derivative~~a ~~instruments~~45-day tooption ~~hedge~~from ~~exposures~~the todate ~~cash~~of ~~flow,~~the ~~market,~~final orprospectus ~~foreign~~relating ~~currency~~to ~~risks.~~the WeInitial ~~evaluate~~Public ~~all~~Offering ofto ~~its~~purchase ~~financial~~up ~~instruments~~to 3,000,000 ~~including~~additional ~~issued~~Units ~~stock~~to ~~purchase~~cover ~~warrants~~over-allotments, ~~to determine~~ if ~~such instruments are derivatives or contain features that qualify as embedded derivatives~~any, ~~pursuant~~at to the ~~Financial~~Initial ~~Accounting~~Public ~~Standards~~Offering ~~Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480~~price, ~~“Distinguishing~~less ~~Liabilities~~underwriting ~~from~~discounts ~~Equity” (“ASC 480”)~~ and ~~FASB~~commissions. ~~ASC~~On ~~Topic~~March ~~815~~16, ~~“Derivatives~~2021, ~~and~~the ~~Hedging”~~underwriters ~~(“ASC~~partially ~~815”).~~exercised ~~The~~the ~~classification~~over-allotment ofoption ~~derivative instruments~~, ~~including~~purchased ~~whether~~an ~~such~~additional ~~instruments should be recorded as liabilities or as equity~~1,163,433 isUnits ~~re-assessed~~and atforfeited the ~~end~~remainder of ~~each~~the ~~reporting period~~option.

The ~~4,232,686~~underwriters ~~warrants~~were ~~issued~~entitled into ~~connection~~an ~~with~~underwriting ~~the~~discount ~~Initial Public Offering and exercise~~ of ~~the~~$0.20 ~~over-allotment~~per ~~(the “Public Warrants”) and the 4~~Unit,~~155,124~~ ~~Private~~or ~~Placement Warrants are recognized as derivative liabilities in accordance with ASC 815~~$4.0 ~~Accordingly,~~million we recognize the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in ~~fair value is recognized in~~ the ~~Company’s statements of operations. The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly~~aggregate, ~~the~~paid ~~Company~~upon ~~recognizes~~ the ~~warrant~~closing ~~instruments as liabilities at fair value and adjusts the carrying value~~ of the ~~instruments~~Initial ~~to fair value at each reporting period until they are exercised. The initial fair value of the~~ Public ~~Warrants issued in connection with the Public~~ Offering. ~~and~~An ~~the~~additional ~~fair~~fee ~~value~~ of ~~the~~$0.35 ~~Private Placement Warrants were estimated using a binomial / lattice model that assumed optimal exercise of the Company’s redemption option, including the make-whole table,~~ per ~~the warrant agreement~~Unit, ator ~~the earliest possible date~~$7.0 Asmillion ~~the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result~~ in the ~~Private~~aggregate ~~Placement~~will ~~Warrants~~be ~~having~~payable ~~substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent~~ to ~~that of each Public Warrant. The fair value of~~ the ~~Public~~underwriters ~~Warrants and Private Placement Warrants as of September 30, 2021 is based on observable listed prices~~ for such warrants. The Private Placement Warrants have the same value as the Public Warrants since they are also subject to the make-whole table, per the warrant agreement. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

~~Class A Common Shares Subject to Possible Redemption~~23

WeTable account for our Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, 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’ equity section of the Company’s balance sheet.Contents

~~Immediately~~deferred ~~upon~~underwriting ~~the~~commissions. ~~closing~~The ofdeferred ~~the~~fee ~~Initial~~will ~~Public~~become ~~Offering,~~payable ~~the~~to ~~Company recognized~~ the ~~accretion~~underwriters ~~in carrying value of redeemable shares~~ from ~~initial~~the ~~book~~amounts ~~value~~held ~~to redemption amount. The change~~ in ~~carrying~~the ~~value~~Trust ofAccount ~~redeemable~~solely ~~shares resulted~~ in ~~charges~~the ~~against~~event ~~additional~~that ~~paid~~we incomplete ~~capital~~a ~~and~~Business ~~credits~~Combination, subject to ~~accumulated deficit in connection with~~ the ~~reclassification~~terms of ~~Class~~the Aunderwriting ~~common stock to temporary equity~~agreement.

23In connection with the closing of the Over-Allotment on March 18, 2021, the underwriters were entitled to an additional fee of approximately $233,000 paid upon closing, and approximately $407,000 in deferred underwriting commissions.

~~Table~~Deferred ofLegal ~~Contents~~Fees

~~Net~~We ~~income~~engaged outside legal counsel for legal advisory services, and the legal counsel agreed to defer a portion of their fees (~~loss~~“Deferred Legal Fees”). ~~per~~The ~~common~~deferred ~~shares~~fee will become payable in the event that we complete a Business Combination. As of March 31, 2022 and December 31, 2021, deferred legal fees were approximately $1.5 million and $1.4 million, respectively, in connection with such services.

WeCritical ~~comply~~Accounting ~~with~~Policies ~~accounting~~ and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period.Estimates

The ~~calculation~~preparation of ~~diluted~~financial ~~net~~statements ~~income~~in ~~(loss)~~accordance ~~does~~with ~~not~~accounting ~~consider~~principles ~~the~~generally ~~effect~~accepted ofin the ~~warrants~~United ~~underlying~~States ~~the~~of ~~Units~~America ~~sold~~(“GAAP”) inrequires ~~the~~management ~~Initial~~to ~~Public~~make ~~Offering~~estimates ~~(including~~and judgments that affect the ~~consummation~~reported amounts of ~~the~~assets, ~~Over-Allotment)~~liabilities, revenues and ~~the~~expenses. ~~private~~A ~~placement~~summary ~~warrants~~of toour ~~purchase~~significant anaccounting ~~aggregate~~policies ofis ~~21,163,433~~included ~~shares~~in ofNote ~~Class~~2 Ato ~~common~~our ~~stock~~condensed financial statements in ~~the~~Part ~~calculation~~I, Item 1 of ~~diluted~~this ~~income~~Quarterly ~~(loss)~~Report. ~~per~~Certain ~~share~~of our accounting policies are considered critical, ~~because~~as ~~their~~these ~~inclusion~~policies ~~would~~are bethe ~~anti-dilutive~~most ~~under~~important to the ~~treasury~~depiction ~~stock~~of ~~method.~~our Asfinancial astatements ~~result~~and require significant, ~~diluted~~difficult ~~net~~or ~~income~~complex ~~(loss)~~judgments, ~~per~~often ~~share~~employing isthe use of estimates about the ~~same~~effects asof ~~basic~~matters ~~net~~that ~~income~~are ~~(loss)~~inherently ~~per~~uncertain. ~~share~~Such ~~for~~policies are summarized in the ~~three~~Management’s Discussion and ~~nine~~Analysis ~~months~~of ~~ended~~Financial ~~September~~Condition ~~30,~~and Results of Operations section in our 2021. ~~Accretion~~Annual ~~associated~~Report on Form 10-K filed with the ~~redeemable~~SEC ~~Class~~on AMarch ~~common~~31, ~~stock~~2022. isThere ~~excluded~~have ~~from~~been ~~earnings~~no ~~per~~significant ~~share~~changes asin the ~~redemption~~application ~~value~~of ~~approximates~~our ~~fair~~critical ~~value~~accounting policies during the three months ended March 31, 2022.

Recent Accounting Pronouncements

InSee ~~August~~Note ~~2020,~~2 the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 47020) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to ~~qualify for~~ the ~~derivative~~unaudited ~~scope~~condensed ~~exception,~~financial ~~and~~statements itincluded ~~simplifies the diluted earnings per share calculation~~ in ~~certain~~Part ~~areas. We~~I, ~~adopted~~Item ~~ASU 2020-06 on January~~ 1, ~~2021. Adoption~~ of ~~the~~this ~~ASU~~Quarterly ~~did~~Report ~~not~~for ~~impact~~a ~~our~~discussion ~~financial position, results~~ of ~~operations~~recent oraccounting ~~cash flows~~pronouncements.

~~Management~~JOBS ~~does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements.~~Act

~~Off~~The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-~~Balance~~emerging ~~Sheet~~growth ~~Arrangements~~companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

AsAdditionally, we are in the process of ~~September~~evaluating 30the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, ~~2021~~if, as an “emerging growth company,” we ~~did~~choose to rely on such exemptions we may not ~~have~~be ~~any~~required ~~off~~to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-~~balance~~emerging ~~sheet~~growth ~~arrangements~~public ascompanies ~~defined~~under inthe ~~Item~~Dodd-Frank ~~303~~Wall Street Reform and Consumer Protection Act, (aiii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (4auditor discussion and analysis) and (iiiv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of ~~Regulation~~the ~~S-K~~CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

~~JOBS~~Item ~~Act~~3. Quantitative and Qualitative Disclosures About Market Risk

~~The~~We ~~Jumpstart~~are ~~Our~~a ~~Business~~smaller ~~Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain~~ reporting ~~requirements~~company ~~for qualifying public companies. We qualify~~ as andefined ~~“emerging~~by ~~growth~~Rule ~~company”~~12b-2 ~~and~~of ~~under~~ the ~~JOBS~~Exchange Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and asare ~~a result, we may~~ not ~~comply~~required ~~with~~to ~~new~~provide ~~or revised accounting standards on~~ the ~~relevant~~information ~~dates~~otherwise ~~on which adoption of such standards is~~ required ~~for~~under ~~non-emerging~~this ~~growth companies~~item. ~~As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.~~

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.24

24Table of Contents

~~Table~~Item of4. ~~Contents~~Controls and Procedures

~~Item~~Disclosure 3.Controls ~~Quantitative~~ and ~~Qualitative Disclosures About Market Risk~~Procedures

AsDisclosure ofcontrols ~~September~~and ~~30,~~procedures ~~2021,~~are wecontrols ~~were~~and ~~not~~other ~~subject~~procedures tothat ~~any~~are ~~market~~designed orto ~~interest~~ensure ~~rate~~that ~~risk.~~information ~~The~~required ~~net~~to ~~proceeds~~be ofdisclosed ~~the~~in ~~Initial~~our ~~Public~~reports ~~Offering,~~filed ~~including~~or ~~amounts~~submitted inunder the ~~Trust~~Exchange ~~Account~~Act is recorded, ~~will~~processed, besummarized ~~invested~~and inreported ~~U.S.~~within ~~government~~the ~~securities~~time ~~with~~periods aspecified ~~maturity~~in ofthe ~~185~~SEC’s ~~days~~rules orand ~~less~~forms. orDisclosure incontrols ~~money~~and ~~market~~procedures ~~funds~~include, ~~that~~without ~~meet~~limitation, ~~certain~~controls ~~conditions~~and ~~under~~procedures ~~Rule~~designed ~~2a-7~~to ~~under~~ensure ~~the~~that ~~Investment~~information ~~Company~~required ~~Act~~to ofbe ~~1940,~~disclosed asin ~~amended,~~Company ~~that~~reports ~~invest~~filed ~~only~~or insubmitted ~~direct~~under ~~U.S.~~the ~~government~~Exchange ~~treasury~~Act ~~obligations.~~is ~~Due~~accumulated and communicated to ~~the~~management, ~~short-term~~including ~~nature~~our ofprincipal ~~these~~executive ~~investments,~~officer weand ~~believe~~principal ~~there~~financial ~~will~~officer beor nopersons ~~associated~~performing ~~material~~similar ~~exposure~~functions, as appropriate to ~~interest~~allow ~~rate~~timely ~~risk~~decisions regarding required disclosure.

WeEvaluation ~~have~~of ~~not~~Disclosure ~~engaged~~Controls ~~in any hedging activities since our inception~~ and ~~we do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.~~Procedures

~~Item~~Under 4the supervision and with the participation of our management, including our Chief Executive Officer/Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period ended March 31, 2022, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. ~~Controls~~Based on this evaluation, our Chief Executive Officer/Chief Financial Officer has concluded our disclosure controls and ~~Procedures~~procedures were not effective as of March 31, 2022, due to a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the Company’s management has concluded that the Company’s internal control around the interpretation and accounting for certain complex equity and equity-linked instruments issued by the Company was not effectively designed or maintained. This material weakness resulted in the restatement of the Company’s Form 8-K Balance Sheet dated March 12, 2021 and interim financial statements for the quarters ended March 31, 2021, June 30, 2021, and September 30, 2021. As a result, our management performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with generally accepted accounting principles in the United States of America. Accordingly, management believes that the financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, the Company’s financial position, result of operations and cash flows of the periods presented.

~~Evaluation~~Disclosure ofcontrols ~~Disclosure~~and ~~Controls~~procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and ~~Procedures~~reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~Under~~Changes the supervision and with the participation of our management, including our principal executive officer/principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2021, as such term is defined in ~~Rules~~Internal ~~13a-15(e)~~Control ~~and~~over ~~15d-15(e)~~Financial under the Exchange Act. Based on this evaluation, our principal executive officer/principal financial officer has concluded our disclosure controls and procedures were effective as of September 30, 2021. Reporting

AsThere ~~previously~~was ~~disclosed,~~no change in our ~~Quarterly~~internal ~~Report~~control onover ~~Form~~financial ~~10-Q~~reporting ~~for~~that ~~the~~occurred ~~quarter~~during ~~ended~~the ~~March~~period ~~31,~~covered ~~2021,~~by ~~and~~this ~~in our~~ Quarterly Report on Form 10-Q ~~for~~that ~~the~~has ~~quarter~~materially ~~ended~~affected, ~~June~~or ~~30,~~is ~~2021~~reasonably likely to materially affect, our internal control over financial reporting ~~did not result in the proper accounting classification of the warrants we issued in March 2021 and therefore~~, ~~was~~except ~~ineffective~~as ~~from March 2021 through the date of remediation (~~described below). Due to the impact on our condensed financial statements, it was determined to be a material weakness. The mistake in classification was brought to our attention only when the SEC issued a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) dated April 12, 2021 (the “SEC Statement”). The SEC Statement addresses certain accounting and reporting considerations related to warrants of a kind similar to those we issued at the time of our initial public offering in March 2021.

~~Remediation~~Our ofChief Executive Officer/Chief Financial Officer performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for certain complex equity and equity-linked instruments issued by the Company and the impact on earnings per share. The Company’s management has expended, and will continue to expend, a ~~Material~~substantial ~~Weakness~~amount inof ~~Internal~~effort ~~Control~~and resources for the remediation and improvement of our internal control over ~~Financial~~financial ~~Reporting~~reporting. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

We recognize the importance of the control environment as it sets the overall tone for the Company and is the foundation for all other components of internal control. Consequently, we designed and implemented remediation measures to address the material weakness previously identified in the first quarter of 2021 and enhance our internal control over financial reporting. In light of the material weakness, we enhanced our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our condensed financial statements. Management performed additional accounting and financial analyses and other post-closing procedures, including consulting with subject matter experts related to the reclassification of the Warrants, discussions with our independent auditor and accounting and legal advisors, collecting and reviewing accounting literature, guidance, interpretations, research materials and other relevant documents, and communicating about such matters among our personnel, including the Company’s Board and the Audit Committee. Based on the actions taken, as well as the evaluation of the design and operating effectiveness of the implemented controls, we have concluded that the material weakness related to the accounting classification of our Warrants has been remediated as of September 30, 2021.

~~Changes in Internal Control over Financial Reporting~~

The material weakness discussed above was remediated during the quarter ended September 30, 2021. There were no other changes in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2021, covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our financial reporting.

Table of Contents

25PART II - OTHER INFORMATION

~~Table~~Item of1.Legal ~~Contents~~Proceedings

~~PART II - OTHER INFORMATION~~None.

Item 11A.~~Legal~~ ~~Proceedings~~Risk Factors

~~None~~As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on March 31, 2022, except as set disclosed below. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

~~Item~~Our ~~1A.~~search ~~Risk~~for ~~Factors~~a Business Combination, and any target business with which we may ultimately consummate a Business Combination, may be materially adversely affected by the geopolitical conditions resulting from the recent invasion of Ukraine by Russia and subsequent sanctions against Russia, Belarus and related individuals and entities and the status of debt and equity markets, as well as protectionist legislation in our target markets.

AsThe United States and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the ~~date~~recent invasion of ~~this~~Ukraine ~~Quarterly~~by ~~Report~~Russia onin ~~Form~~February ~~10-Q~~2022. In response to such invasion, ~~there~~the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have ~~been~~announced novarious ~~material~~sanctions ~~changes~~and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine during the ~~risk~~ongoing ~~factors~~military ~~disclosed~~conflict, increasing geopolitical tensions with Russia. The invasion of Ukraine by Russia and the resulting measures that have been taken, and could be taken in ~~our~~the ~~Quarterly~~future, ~~Report~~by onNATO, ~~Form~~the ~~10-Q~~United ~~filed~~States, ~~with~~the United Kingdom, the ~~SEC~~European Union and other countries have created global security concerns that could have a lasting impact on ~~August~~regional 16and global economies. Although the length and impact of the ongoing military conflict in Ukraine is highly unpredictable, ~~2021~~the conflict could lead to market disruptions, ~~except~~including significant volatility in commodity prices, credit and capital markets, as ~~described~~well ~~below~~as supply chain interruptions. WeAdditionally, ~~may~~Russian ~~disclose~~military ~~changes~~actions toand ~~such~~the ~~factors~~resulting orsanctions ~~disclose~~could ~~additional~~adversely ~~factors~~affect ~~from~~the ~~time~~global economy and financial markets and lead to ~~time~~instability inand ~~our~~lack ~~future~~of ~~filings~~liquidity ~~with~~in ~~the~~capital ~~SEC~~markets.

WeAny ~~previously~~of ~~identified~~the aabovementioned ~~material~~factors, ~~weakness~~or inany ~~our~~other ~~internal~~negative ~~control~~impact ~~over~~on ~~financial~~the ~~reporting~~global ~~for~~economy, capital markets or other geopolitical conditions resulting from the ~~quarters~~Russian ~~ended~~invasion ~~March~~of 31Ukraine and subsequent sanctions, ~~2021~~could adversely affect our search for a Business Combination and ~~June~~any ~~30,~~target ~~2021.~~business Ifwith which we ~~are~~may ~~unable~~ultimately toconsummate ~~develop~~a ~~and~~Business ~~maintain~~Combination. anThe ~~effective~~extent ~~system~~and duration of ~~internal~~the ~~control~~Russian ~~over~~invasion ~~financial~~of ~~reporting~~Ukraine, weresulting ~~may~~sanctions ~~not~~and beany ~~able~~related market disruptions are impossible to ~~accurately~~predict, ~~report~~but ~~our~~could ~~financial~~be ~~results~~substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a ~~timely~~global ~~manner,~~scale. ~~which~~Any such disruptions may ~~adversely~~also ~~affect~~have ~~investor~~the ~~confidence~~effect of heightening many of the other risks described in usthe ~~and~~“Risk ~~materially~~Factors” ~~and~~section ~~adversely~~of ~~affect~~our [Annual Report on Form 10-K filed with the SEC on March 30, 2022]. If these disruptions or other matters of global concern continue for an extensive period of time, our ability to consummate a Business Combination, or the operations of a target business ~~and~~with ~~operating~~which ~~results~~we may ultimately consummate a Business Combination, may be materially adversely affected.

~~Following~~In ~~this~~addition, ~~issuance of~~ the ~~SEC~~recent ~~Staff~~invasion ~~Statement,~~of ~~after~~Ukraine ~~consultation~~by ~~with~~Russia, ~~our~~and ~~independent~~the ~~registered~~impact ~~public~~of ~~accounting~~sanctions ~~firm,~~against ~~our~~Russia ~~management~~and ~~concluded~~the ~~that,~~potential infor ~~light~~retaliatory ofacts ~~the~~from ~~SEC Staff Statement~~Russia, wecould ~~identified~~result ~~a material weakness~~ in ~~our~~increased ~~internal~~cyber-attacks ~~controls~~against ~~over~~U.S. ~~financial reporting~~companies.

AChanges ~~material~~in ~~weakness~~laws isor aregulations ~~deficiency,~~ or ahow ~~combination~~such oflaws ~~deficiencies,~~or inregulations ~~internal~~are ~~control~~interpreted ~~over~~or ~~financial~~applied, ~~reporting~~or ~~such~~a ~~that~~failure ~~there~~to iscomply awith ~~reasonable~~any ~~possibility~~laws ~~that~~or aregulations, ~~material~~may ~~misstatement~~adversely ofaffect our ~~annual~~business, orincluding ~~interim~~our ~~financial~~ability ~~statements~~to ~~will~~negotiate ~~not~~and becomplete ~~prevented~~our orinitial ~~detected~~Business Combination, and ~~corrected~~results onof ~~a timely basis~~operations.

~~Effective~~We ~~internal~~are ~~controls~~subject to laws and regulations enacted by national, regional and local governments. In particular, we are ~~necessary~~required ~~for~~to uscomply with certain SEC and other legal requirements, our Business Combination may be contingent on our ability to ~~provide~~comply ~~reliable~~with ~~financial~~certain ~~reports~~laws and ~~prevent~~regulations ~~fraud~~and any post-Business Combination company may be subject to additional laws and regulations. WeCompliance ~~continue~~with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. A failure to ~~evaluate~~comply ~~our~~with ~~internal~~applicable ~~controls~~laws or regulations, as interpreted and weapplied, could have ~~remediated~~a ~~the~~ material ~~weakness~~adverse effect on our business, including our ability to negotiate and complete our initial Business Combination, and results of operations. In addition, those laws and regulations and their interpretation and application may change from time to time, including as a result of ~~September~~changes 30in economic, ~~2021.~~political, social and government policies, and

If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We can provide no assurance that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.26

~~Item~~Table ~~2. Unregistered Sales~~ of ~~Equity Securities and Use of Proceeds.~~Contents

~~Simultaneously~~those ~~with~~changes ~~the~~could ~~closing~~have ~~of the Initial Public Offering, we consummated the sale of 4,000,000 Private Placement Warrants to the Sponsor, at~~ a ~~price~~material ofadverse ~~$1.50~~effect ~~per Private Placement Warrant, generating gross proceeds of $6.0 million (Note 4). Simultaneously with the closing of the Over-Allotment~~ on ~~March~~our 18business, ~~2021,~~including weour ~~consummated~~ability ~~the~~to ~~second~~negotiate ~~closing~~and ofcomplete ~~the~~our ~~Private~~initial ~~Placement,~~Business ~~resulting in the purchase of an aggregate of an additional 155~~Combination,~~124~~ ~~Private~~and ~~Placement~~results ~~Warrants by the Sponsor, generating gross proceeds to us~~ of ~~approximately $233,000~~operations. ~~These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.~~

InOn ~~connection~~March ~~with~~30, 2022, the ~~Initial~~SEC ~~Public~~issued ~~Offering~~proposed rules that would, ~~our~~among ~~Sponsor~~other ~~had~~items, ~~agreed~~impose additional disclosure requirements in business combination transactions involving special purpose acquisition companies (“SPACs”) and private operating companies; amend the financial statement requirements applicable to ~~loan~~business uscombination antransactions ~~aggregate~~involving such companies; update and expand guidance regarding the general use of upprojections toin ~~$500~~SEC filings,~~000~~ ~~pursuant~~as towell ~~the~~as ~~Note.~~when ~~This~~projections ~~loan~~are ~~was~~disclosed ~~non-interest~~in ~~bearing~~connection ~~and~~with ~~payable~~proposed ~~upon~~business combination transactions; increase the ~~completion~~potential liability of certain participants in proposed business combination transactions; and impact the ~~Initial~~extent ~~Public~~to ~~Offering.~~which ~~The~~SPACs ~~loan~~could ~~was~~become ~~fully~~subject ~~repaid~~to ~~with~~regulation under the ~~proceeds~~Investment ~~from~~Company Act of 1940. These rules, if adopted, whether in the ~~Initial~~form ~~Public~~proposed ~~Offering~~or in revised form, may materially adversely affect our business, including our ability to negotiate and ~~Private~~complete ~~Placement~~our initial business combination and may increase the costs and time related thereto.

OfItem ~~the gross proceeds received from the Initial Public Offering and the partial exercise of the option to purchase additional Shares, $211,634,330 was placed in the Trust Account~~2. ~~The~~Unregistered ~~net~~Sales ~~proceeds~~ of ~~the~~Equity ~~Initial~~Securities ~~Public Offering~~ and ~~certain~~Use ~~proceeds from the Private Placement are invested in U.S. government treasury bills with a maturity~~ of ~~185 days or less and in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U~~Proceeds.~~S. government treasury obligations.~~

WeSimultaneously ~~paid~~with the closing of the Initial Public Offering, we consummated the sale of 4,000,000 Private Placement Warrants to the Sponsor, at a ~~total~~price of ~~approximately~~$1.50 per Private Placement Warrant, generating gross proceeds of $46.20 million. inSimultaneously ~~underwriting~~with ~~discounts~~the ~~and~~closing ~~commissions~~of ~~related~~the toOver-Allotment on March 18, 2021, we consummated the ~~Initial~~second ~~Public~~closing ~~Offering.~~of Inthe ~~addition~~Private Placement, resulting in the ~~underwriters~~purchase ~~agreed~~of an aggregate of an additional 155,124 Private Placement Warrants by the Sponsor, generating gross proceeds to ~~defer~~us of approximately $7233,000.4 ~~million~~These issuances were made pursuant to the exemption from registration contained in ~~underwriting~~Section ~~discounts~~4(a)(2) ~~and~~of ~~commissions~~the Securities Act.

26In connection with the Initial Public Offering, our Sponsor had agreed to loan us an aggregate of up to $500,000 pursuant to the Note. This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The loan was fully repaid with the proceeds from the Initial Public Offering and Private Placement.

~~Table~~Of the gross proceeds received from the Initial Public Offering and the partial exercise of ~~Contents~~the option to purchase additional Shares, $211,634,330 was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the Private Placement are invested in U.S. government treasury bills with a maturity of 185 days or less and in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.

~~Item~~We 3paid a total of approximately $4.2 ~~Defaults~~million ~~upon~~in ~~Senior~~underwriting ~~Securities~~discounts and commissions related to the Initial Public Offering. In addition, the underwriters agreed to defer $7.4 million in underwriting discounts and commissions.

~~None~~There has been no material change in the planned use of proceeds from the Initial Public Offering and Private Placement as is described in the Company’s final prospectus related to the Initial Public Offering.

Item 43. ~~Mine~~Defaults ~~Safety~~Upon ~~Disclosures.~~Senior Securities

~~Not applicable~~None.

Item 4. Mine Safety Disclosures

~~Item~~Not 5applicable. ~~Other Information.~~

~~None.~~

Item 65. ~~Exhibits.~~Other Information

ExhibitNumber		Description
3.1		Amended and Restated Certificate of Incorporation of the Company. (1)
31.1		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

None.

* This certifications is furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.27

~~(1)~~Table ~~Previously~~of ~~filed as an exhibit to our Current Report on Form 8-K filed on March 12, 2021 and incorporated by reference herein.~~Contents

Item 6. Exhibits.

27The following exhibits are filed, furnished or incorporated by reference as part of this Quarterly Report on Form 10-Q.

Table of Contents

Exhibit Number		Description
3.1(1)		Amended and Restated Certificate of Incorporation of the Company.
31.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1(2)*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

~~SIGNATURE~~* Filed herewith.

~~Pursuant~~(1) toIncorporated ~~the~~by ~~requirements~~reference ofto the ~~Securities~~Company’s ~~Exchange~~Current ~~Act~~Report ofon ~~1934,~~Form ~~the~~8-K ~~registrant~~filed ~~has duly caused this report to be signed~~ on ~~its~~March ~~behalf~~12, ~~by the undersigned hereunto duly authorized~~2021.

Dated: November 5, 2021	PWP FORWARD ACQUISITION CORP. I
	By:	/s/ Stacia Ryan
	Name:	Stacia Ryan
	Title:	Chief Executive Officer
		(Principal Executive & Financial Officer)

(2)

This certification is furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Table of Contents

SIGNATURE

28Pursuant 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.

Dated: May 13, 2022	PWP FORWARD ACQUISITION CORP. I


	By:	/s/ Stacia Ryan
	Name:	Stacia Ryan
	Title:	Chief Executive Officer/Chief Financial Officer

Filing Compare · PWP Forward Acquisition Corp. I