FACA.WS / Figure Acquisition Corp. I Redeemable warrants, each whole warrant exercisable for one share of Clas - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40081 FIGURE ACQUISITION CORP. I (Exact name of registrant as specified

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 10, 2023, pursuant to the provisions of Rule 12d2-2 (a).

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 19, 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

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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 16, 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

Amendment to the Investment Management Trust Agreement

EX-10.1 3 dp185783ex1001.htm EXHIBIT 10.1 Exhibit 10.1 AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of December 16, 2022, is made by and between Figure Acquisition Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”)

Second Amended and Restated Certificate of Incorporation

EX-3.1 2 dp185783ex0301.htm EXHIBIT 3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FIGURE ACQUISITION CORP. I December 16, 2022 Figure Acquisition Corp. I, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Figure Acquisition Corp. I”. The original certific

Figure Acquisition Corp. I Announces Results of Special Stockholder Meeting and Redemption of Class A Common Stock

EX-99.1 4 dp185783ex9901.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Figure Acquisition Corp. I Announces Results of Special Stockholder Meeting and Redemption of Class A Common Stock San Francisco, CA – December 16, 2022 – Figure Acquisition Corp. I (the “Company”) today announced that its stockholders approved an amendment to its certificate of incorporation to permit the Company to wind

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

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 A

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)

Figure Acquisition Corp. I Announces Intention of Business Combination with a Large Warehouse Lender and Bank Holding Company

Exhibit 99.1 Figure Acquisition Corp. I Announces Intention of Business Combination with a Large Warehouse Lender and Bank Holding Company San Francisco, CA December 9, 2022 ? Figure Acquisition Corp. I (?FACA? or the ?Company?) (NYSE: FACA), a publicly traded special purpose acquisition company, is in discussions with a large warehouse lender and bank holding company with nationwide residential m

Regulation FD Disclosure, Financial Statements and Exhibits

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)

Press Release, dated December 9, 2022

EX-99.1 2 dp185535ex9901.htm EXHIBIT 99.1 Exhibit 99.1 Figure Acquisition Corp. I Announces Intention of Business Combination with a Large Warehouse Lender and Bank Holding Company San Francisco, CA December 9, 2022 – Figure Acquisition Corp. I (“FACA” or the “Company”) (NYSE: FACA), a publicly traded special purpose acquisition company, is in discussions with a large warehouse lender and bank hol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? D

* * *

Derek Dostal +1 212 450 4322 [email protected] Davis Polk & Wardwell llp 450 Lexington Avenue New York, NY 10017 davispolk.com November 18, 2022 Re: Figure Acquisition Corp. I Preliminary Proxy Statement on Schedule 14A Filed November 3, 2022 File No. 001-40081 CONFIDENTIAL U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40081 Figure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40081 Figure Acqu

FACA / Figure Acquisition Corp. I / Sculptor Capital LP - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Figure Acquisition Corp. I (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 302438106 (CUSIP Number) May 27, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40081 Figure Acq

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, As Amended

Exhibit 4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, As Amended The following description sets forth certain material terms and provisions of the securities of Figure Acquisition Corp. I (?we,? ?us? or ?our?) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). The following descript

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-40081 Figure Acquis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Per

FACA / Figure Acquisition Corp. I / Fintech Acquisition LLC - SC 13G Passive Investment

SC 13G 1 brhc10033898sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No.)* Under the Securities Exchange Act of 1934 Figure Acquisition Corp. I (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 302438 106** (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Stat

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-99.1 2 brhc10031126ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Figure Acquisition Corp. I Opinion on the Financial Statement We have audited the accompanying balance sheet of Figure Acquisition Corp. I (the “Company”) as of February 23, 2021 and the related notes (collectively referred to as the “fina

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2021 FIGURE ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . FIGURE ACQUISITION CORP. I (Exact name of regist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . FIGURE ACQUISITION CORP. I (Exact name of registrant

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A 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): June 4, 2021 (February 23, 2021) FIGURE ACQUISITION CORP. I (Exact name of registrant as specified in its charter) Delaware 001-40081 85-4326385 (State or other jurisdiction

FIGURE ACQUISITION CORP. I INDEX TO FINANCIAL STATEMENT

EX-99.1 2 brhc10025495ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FIGURE ACQUISITION CORP. I INDEX TO FINANCIAL STATEMENT Page Audited Financial Statement of Figure Acquisition Corp. I: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 23, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Bo

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

8-K 1 brhc100250128k.htm 8-K 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): May 21, 2021 FIGURE ACQUISITION CORP. I (Exact name of registrant as specified in its charter) Delaware 001-40081 85-4326385 (State or other juris

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . FIGURE ACQUISITION CORP. I (Exact name of registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 dp151114nt10q.htm FORM NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Rep

Figure Acquisition Corp. I Announces the Separate Trading of its Class A Common Stock and Warrants Commencing April 12, 2021

EX-99.1 2 dp149137ex9901.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Figure Acquisition Corp. I Announces the Separate Trading of its Class A Common Stock and Warrants Commencing April 12, 2021 New York, April 7, 2021 – Figure Acquisition Corp. I (the “Company”) announced that, commencing April 12, 2021, holders of the units sold in the Company's initial public offering of 28,750,000 units

Financial Statements and Exhibits, Other Events

8-K 1 dp1491378k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2021 (April 7, 2021) Figure Acquisition Corp. I (Exact Name of Registrant as Specified in its Charter) Delaware 001-40081 85-4326385 (State or oth

Financial Statements and Exhibits, Other Events

8-K 1 dp1470508k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2021 (February 23, 2021) FIGURE ACQUISITION CORP. I (Exact Name of Registrant as Specified in its Charter) Delaware 001-40081 85-4326385 (State or

FIGURE ACQUISITION CORP. I INDEX TO FINANCIAL STATEMENT

EX-99.1 2 dp147050ex9901.htm EXHIBIT 99.1 Exhibit 99.1 FIGURE ACQUISITION CORP. I INDEX TO FINANCIAL STATEMENT Page Audited Financial Statement of Figure Acquisition Corp. I: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 23, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board

Letter Agreement, dated February 18, 2021, among the Company and its officers and directors and Fintech Acquisition LLC.

Exhibit 10.1 February 18, 2021 Figure Acquisition Corp. I 650 California Street, Suite 2700 San Francisco, CA 94108 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Figure Acquisition Corp. I, a Delaware corporation (the “Co

Figure Acquisition Corp. I Announces Pricing of $250 Million Initial Public Offering

Exhibit 99.1 Figure Acquisition Corp. I Announces Pricing of $250 Million Initial Public Offering San Francisco, California ? February 18, 2021 ? Figure Acquisition Corp. I (the ?Company?) announced today that it priced its initial public offering of 25,000,000 units at $10.00 per unit. The units are expected to be listed on The New York Stock Exchange (?NYSE?) and trade under the ticker symbol ?F

Investment Management Trust Agreement, dated February 18, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee.

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 18, 2021, by and between Figure Acquisition Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on Form S

Warrant Agreement, dated February 18, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

EX-4.1 4 dp146720ex0401.htm EXHIBIT 4.1 Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 18, 2021, is by and between Figure Acquisition Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”). WHEREAS,

Registration and Stockholder Rights Agreement, dated February 18, 2021, among the Company and certain security holders.

EX-10.4 8 dp146720ex1004.htm EXHIBIT 10.4 Exhibit 10.4 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of February 18, 2021, is made and entered into by and among Figure Acquisition Corp. I, a Delaware corporation (the “Company”), Fintech Acquisition LLC, a Delaware limited liability company (the “Sponsor”), and the othe

Figure Acquisition Corp. I Announces Closing of $287.5 Million Initial Public Offering

EX-99.2 10 dp146720ex9902.htm EXHIBIT 99.2 Exhibit 99.2 Figure Acquisition Corp. I Announces Closing of $287.5 Million Initial Public Offering San Francisco, California – February 23, 2021 – Figure Acquisition Corp. I (the “Company”) announced today the closing of its initial public offering of 28,750,000 units, which included the full exercise of the underwriters’ over-allotment option. The offer

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2021 (February 18, 2021) FIGURE ACQUISITION CORP.

Private Placement Warrants Purchase Agreement, dated February 18, 2021, between the Company and Fintech Acquisition LLC.

EX-10.3 7 dp146720ex1003.htm EXHIBIT 10.3 Exhibit 10.3 WARRANT PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of February 18, 2021, is entered into by and among Figure Acquisition Corp. I, a Delaware corporation (the “Company”), and Fintech Acquisition LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the

Amended and Restated Certificate of Incorporation.

EX-3.1 3 dp146720ex0301.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FIGURE ACQUISITION CORP. I February 18, 2021 Figure Acquisition Corp. I, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Figure Acquisition Corp. I”. The original certificate of

Underwriting Agreement, dated February 18, 2021, between the Company and Citigroup Global Markets, Inc., as representative of the several underwriters.

EX-1.1 2 dp146720ex0101.htm EXHIBIT 1.1 Exhibit 1.1 25,000,000 Units Figure Acquisition Corp. I UNDERWRITING AGREEMENT New York, New York February 18, 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As Representative of the several Underwriters Ladies and Gentlemen: Figure Acquisition Corp. I, a Delaware corporation (the “Company”), proposes to sell to you and, as

Figure Acquisition Corp. I 25,000,000 Units

424B4 1 dp146494424b4.htm FORM 424B4 Filed Pursuant to Rule 424(b)(4) Registration Statement No. 333-252686 PROSPECTUS $250,000,000 Figure Acquisition Corp. I 25,000,000 Units Figure Acquisition Corp. I is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with

- FORM 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 FIGURE ACQUISITION CORP. I (Exact Name of Registrant as Specified in Its Charter) Delaware 85-4326385 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 650 California St

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CORRESP 1 filename1.htm February 17, 2021 VIA EDGAR Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Mr. Ruairi Regan Re: Figure Acquisition Corp. I Registration Statement on Form S-1 File No. 333-252686 Dear Mr. Regan: Pursuant to Rule 461 under the Securities Act of 1933, as amended, the u

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February 17, 2021 VIA EDGAR Division of Corporation Finance Office of Real Estate & Construction U.

- FORM S-1/A

As filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, on February 11, 2021. Registration No. 333-252686  UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Figure Acquisition Corp. I (Exact name of registrant as specified in its charter) Delawar

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New York Northern California Washington DC São Paulo London Paris Madrid Hong Kong Beijing Tokyo Derek J.

Form of Amended and Restated Certificate of Incorporation

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FIGURE ACQUISITION CORP. I [●], 2021 Figure Acquisition Corp. I, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Figure Acquisition Corp. I”. The original certificate of incorporation of the Corporation was filed with

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Figure Acquisition Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File

Form of Private Placement Warrant Purchase Agreement among the Registrant and Fintech Acquisition LLC

EX-10.4 13 dp145243ex1004.htm EXHIBIT 10.4 Exhibit 10.4 WARRANT PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of [●], 2021, is entered into by and among Figure Acquisition Corp. I, a Delaware corporation (the “Company”), and Fintech Acquisition LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company

Specimen Class A Common Stock Certificate

Exhibit 4.2 NUMBER SHARES C- CUSIP [●] SEE REVERSE FOR CERTAIN DEFINITIONS FIGURE ACQUISITION CORP. I INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.01 EACH OF THE CLASS A COMMON STOCK OF Figure Acquisition Corp. I (THE “COMPANY”) transferable on the books of the Company in pe

Registration Statement - FORM S-1

S-1 1 dp145243s1.htm FORM S-1 As filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, on February 3, 2021. Registration No. 333-   UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Figure Acquisition Corp. I (Exact name of registrant as specified in its charter) De

Form of Indemnity Agreement

Exhibit 10.6 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made and entered into as of this [●] day of [●], 2021, by and between Figure Acquisition Corp. I, a Delaware corporation (the “Company”), and (“Indemnitee”). WHEREAS, in light of the litigation costs and risks to directors and officers resulting from their service to companies, and the desire of the Comp

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New York Northern California Washington DC São Paulo London Paris Madrid Hong Kong Beijing Tokyo Derek J.

Form of Amended and Restated Certificate of Incorporation

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FIGURE ACQUISITION CORP. I [●], 2021 Figure Acquisition Corp. I, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Figure Acquisition Corp. I”. The original certificate of incorporation of the Corporation was filed with

Specimen Unit Certificate

EX-4.1 6 dp145243ex0401.htm EXHIBIT 4.1 Exhibit 4.1 NUMBER U- UNITS CUSIP [●] SEE REVERSE FOR CERTAIN DEFINITIONS FIGURE ACQUISITION CORP. I UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE- THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one

Form of Underwriting Agreement

Exhibit 1.1 25,000,000 Units Figure Acquisition Corp. I UNDERWRITING AGREEMENT New York, New York [-], 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As Representative of the several Underwriters Ladies and Gentlemen: Figure Acquisition Corp. I, a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters listed i

Certificate of Incorporation

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF Figure Acquisition Corp. I December 15, 2020 FIRST: The name of the corporation is Figure Acquisition Corp. I (the “Corporation”). SECOND: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address

Securities Subscription Agreement, dated January 8, 2021, between the Registrant and Fintech Acquisition LLC

EX-10.3 12 dp145243ex1003.htm EXHIBIT 10.3 Exhibit 10.3 Figure Acquisition Corp. I 650 California Street, Suite 2700 San Francisco, CA 94108 Fintech Acquisition LLC January 8, 2021 650 California Street, Suite 2700 San Francisco, CA 94108 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer Fintech Acquisition LLC (the “Subscriber” or “you”) has made to pu

Promissory Note issued in favor of Fintech Acquisition LLC, dated December 22, 2020

EX-10.7 16 dp145243ex1007.htm EXHIBIT 10.7 Exhibit 10.7 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY I

Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 (File No. 333-252686), filed with the Securities and Exchange Commission on February 3, 2021).

Exhibit 3.3 BY LAWS OF FIGURE ACQUISITION CORP. I (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in Dela

Consent of Christopher D. Davies, as Director Nominee

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Figure Acquisition Corp. I of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Figure Acqu

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant

EX-4.4 8 dp145243ex0404.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Figure Acquisition Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”). WHEREAS, the Comp

Form of Letter Agreement among the Registrant, Fintech Acquisition LLC, and each of the officers and directors of the Registrant

Exhibit 10.1 [●], 2021 Figure Acquisition Corp. I 650 California Street, Suite 2700 San Francisco, CA 94108 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Figure Acquisition Corp. I, a Delaware corporation (the “Company”),

Form of Registration and Stockholder Rights Agreement between the Registrant and certain securityholders

EX-10.5 14 dp145243ex1005.htm EXHIBIT 10.5 Exhibit 10.5 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Figure Acquisition Corp. I, a Delaware corporation (the “Company”), Fintech Acquisition LLC, a Delaware limited liability company (the “Sponsor”), and the other under

Consent of David Chao, as Director Nominee

EX-99.1 18 dp145243ex9901.htm EXHIBIT 99.1 Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Figure Acquisition Corp. I of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nomin

Consent of Annette L. Nazareth, as Director Nominee

EX-99.4 21 dp145243ex9904.htm EXHIBIT 99.4 Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Figure Acquisition Corp. I of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nomin

Consent of David J. Miller, as Director Nominee

EX-99.3 20 dp145243ex9903.htm EXHIBIT 99.3 Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Figure Acquisition Corp. I of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nomin

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As submitted confidentially to the U.S. Securities and Exchange Commission on January 12, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-   UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER T