Additional Proxy Soliciting Materials (definitive) (defa14a)
December 09 2022 - 9:28AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): December 9, 2022
FIGURE
ACQUISITION CORP. I
(Exact name of registrant
as specified in its charter)
Delaware |
|
001-40081 |
|
85-4326385 |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
650 California Street, Suite 2700
San Francisco, California
|
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94108
|
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: +1 (628) 210-6937
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☒ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Class A common stock, par value $0.01 per share |
|
FACA |
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The New York Stock Exchange |
Redeemable warrants, each one whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 |
|
FACA.WS |
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The New York Stock Exchange |
Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant |
|
FACA.U |
|
The New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On December 9, 2022, Figure Acquisition Corp.
I (the “Company”) issued a press release announcing it is in discussions with a large warehouse lender and bank holding company
with nationwide residential mortgage lending and servicing operations (the “Bank”) regarding a potential business combination
(the “Proposed Transaction”) and that the Company and the Bank have signed a non-binding letter of intent with respect to
the Proposed Transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Completion of the Proposed Transaction is subject
to, among other matters, the completion of due diligence, the negotiation of a definitive merger agreement and satisfaction of the conditions
negotiated therein, including the approval of the transaction by our stockholders. There can be no assurance that a definitive agreement
will be entered into or that the Proposed Transaction will be consummated.
The information in this Item 7.01, including Exhibit 99.1, is furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the
filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language
in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information
in this Item 7.01.
About Figure Acquisition Corp. I
Figure Acquisition Corp. I (NYSE: FACA) is a blank
check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, amalgamation, share exchange, asset
acquisition, share purchase, reorganization or similar business combination with one or more businesses.
Additional Information
and Where to Find It
In connection with the Proposed
Transaction, the Company has filed a definitive proxy statement on Schedule 14A (the “Proxy Statement”) relating to a special
meeting of its stockholders. The Company has mailed the Extension Proxy Statement to its stockholders of record as of November 14, 2022
in connection with the Extension. Investors and security holders of the Company are advised to read the Proxy Statement and any amendments
thereto, because these documents will contain important information about the Extension and the Company. Stockholders will also be able
to obtain copies of the Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to: Figure
Acquisition Corp. I, 650 California Street, Suite 2700, San Francisco, CA, 94108.
Participants in the Solicitation
The Company and its directors
and executive officers may be considered participants in the solicitation of proxies with respect to the Extension under the rules of
the SEC. Information about the directors and executive officers of the Company and a description of their interests in the Company and
the Extension are set forth in the Proxy Statement, which was filed with the SEC on November 18, 2022. This document can be obtained free
of charge from the sources indicated above.
Forward-Looking Statements
Certain statements in this Current Report on Form
8-K may be considered “forward looking statements” within the meaning of the “safe harbor” provisions of the United
States Private Securities Litigation Reform Act of 1995. When used in this release, the words “estimates,” “projected,”
“expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,”
“seeks,” “may,” “will,” “should,” “future,” “propose” and variations
of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking
statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of
known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control,
that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors,
among others, that may affect actual results or outcomes include: the risk that approval of the Company’s stockholders for the Extension
is not obtained; the inability of the Company to enter into a definitive agreement with respect to an initial business combination within
the time provided in the Company’s amended and restated certificate of incorporation; the level of redemptions made by the Company’s
stockholders in connection with the Extension and its impact on the amount of funds available in the Company’s trust account to
complete an initial business combination; and those factors discussed in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2021 filed with the SEC on April 13, 2022, under the heading “Risk Factors,” the Extension Proxy Statement filed
with the SEC on November 18, 2022, and other documents of the Company filed, or to be filed, with the SEC. The Company does not undertake
any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by law.
Nothing in this Current Report on Form 8-K should
be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the
contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Except as may be required by law, the Company does not undertake any duty to update these
forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following
exhibits are filed with this Form 8-K:
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 9, 2022
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FIGURE ACQUISITION CORP. I
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|
|
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By: |
/s/ Thomas J. Milani |
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Name: |
Thomas J. Milani |
|
Title: |
Chief Financial Officer |
Figure Acquisition Corp I (NYSE:FACA)
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