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 916, 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

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	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	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).

~~Securities~~Emerging ~~Exchange~~growth ~~Act~~company ~~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 71.01. ~~Regulation~~Entry FDinto ~~Disclosure.~~a Material Definitive Agreement

OnThe ~~December~~information 9,set ~~2022,~~forth ~~Figure~~in ~~Acquisition~~Item ~~Corp~~3. I03 ~~(the~~of ~~“Company”) issued a press release announcing it is in discussions with a large warehouse lender and bank holding company~~this ~~with~~Current ~~nationwide~~Report ~~residential~~on ~~mortgage~~Form ~~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~~8-~~binding~~K ~~letter~~related ~~of intent with respect~~ to the ~~Proposed~~amendment ~~Transaction. A copy~~ of the ~~press~~Trust ~~release~~Agreement ~~is furnished~~ (as ~~Exhibit~~defined ~~99.1~~below) tois ~~this Current Report on Form 8-K and~~ incorporated herein by reference.

~~Completion~~Item of3.03 ~~the~~Material ~~Proposed~~Modification ~~Transaction is subject~~ to, ~~among~~Rights ~~other matters, the completion~~ of ~~due~~Security ~~diligence, the negotiation of a definitive merger agreement and satisfaction of the conditions negotiated therein, including the approval of the transaction by our stockholders~~Holders. ~~There can be no assurance that a definitive agreement will be entered into or that the Proposed Transaction will be consummated.~~

The information inset ~~this~~forth in Item 78.01, ~~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~~this 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~~is ~~not~~incorporated beherein ~~deemed~~by ~~an admission as to the materiality of any information of the information in this Item 7~~reference.~~01.~~

~~About~~At ~~Figure~~the special meeting of stockholders of Figure Acquisition Corp. I (the “Company”) held on December 16, 2022 (the “Special Meeting”) stockholders of the Company approved (i) the second amended and restated certificate of incorporation (the “Second Amended and Restated Charter”) and (ii) an amendment to the Investment Management Trust Agreement, dated February 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (the “Trust Agreement”), to allow the Company to redeem all of its outstanding shares of Class A common stock, par value $0.01 per share (the “Class A Common Stock”) in advance of the Company’s contractual expiration date of February 23, 2023 by changing the date by which the Company must cease all operations except for the purpose of winding up if it fails to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (a “Business Combination”) from February 23, 2023 to (x) August 23, 2023 or (y) such other earlier date as determined by the board of directors of the Company (the “Board”), in its sole discretion, and publicly announced by the Company (the “Amended Termination Date”).

~~Figure~~The ~~Acquisition~~Company ~~Corp.~~filed Ithe ~~(NYSE:~~Second ~~FACA)~~Amended isand ~~a blank~~Restated ~~check~~Charter ~~company~~with ~~incorporated~~the asSecretary aof State of the State of Delaware ~~corporation~~on the date hereof. The foregoing descriptions of the Second Amended and Restated ~~formed~~Charter ~~for~~and the ~~purpose~~amendment ofto ~~effecting~~the aTrust ~~merger,~~Agreement ~~amalgamation,~~do ~~share~~not ~~exchange,~~purport ~~asset acquisition,~~to ~~share~~be ~~purchase,~~complete ~~reorganization~~and orare ~~similar~~qualified ~~business~~in ~~combination~~their ~~with~~entirety ~~one~~by orreference to ~~more~~Exhibits ~~businesses~~3.1 and 10.1, respectively, which are incorporated herein by reference.

~~Additional~~Item ~~Information and~~5.07 ~~Where~~Submission of Matters to ~~Find~~a ItVote of Security Holders.

InAt ~~connection with~~ the ~~Proposed Transaction~~Special Meeting, ~~the Company has filed~~ a ~~definitive~~total ~~proxy~~of ~~statement~~24,637,450 (77.12%) onof ~~Schedule 14A (~~the ~~“Proxy~~Company’s ~~Statement”)~~issued ~~relating~~and tooutstanding ashares ~~special meeting~~ of ~~its~~common ~~stockholders.~~stock ~~The~~held ~~Company~~of ~~has~~record ~~mailed~~at the ~~Extension~~close ~~Proxy Statement to its stockholders~~ of ~~record~~business ason of November 14, ~~2022~~ in2022, ~~connection~~the ~~with~~record ~~the~~date ~~Extension.~~for ~~Investors~~the ~~and~~Special ~~security~~Meeting, ~~holders~~were ofpresent ~~the~~either ~~Company~~in ~~are~~person ~~advised~~or toby ~~read~~proxy, ~~the~~which ~~Proxy~~constituted ~~Statement~~a ~~and~~quorum. ~~any~~The ~~amendments~~Company’s ~~thereto,~~stockholders ~~because~~voted ~~these~~on ~~documents~~the ~~will~~following ~~contain~~proposals ~~important~~(collectively, ~~information about~~ the ~~Extension~~“Proposals”) ~~and~~at the ~~Company.~~Special ~~Stockholders~~Meeting, ~~will~~which ~~also~~are ~~be able~~described toin ~~obtain~~more ~~copies~~detail ofin the ~~Proxy~~definitive ~~Statement,~~proxy ~~without~~statement ~~charge,~~of at the ~~SEC’s~~Company ~~website~~filed atwith ~~www.sec.gov~~the orSecurities byand ~~directing~~Exchange aCommission ~~request~~on ~~to:~~November ~~Figure Acquisition Corp. I~~18, ~~650~~2022 (as ~~California~~supplemented ~~Street,~~from ~~Suite~~time ~~2700,~~to ~~San Francisco~~time, ~~CA,~~the ~~94108~~“Proxy Statement”).

~~Participants~~Proposal inNo. 1 – The Charter Amendment Proposal – to adopt the ~~Solicitation~~Second Amended and Restated Charter to amend the date by which the Company must cease all operations except for the purpose of winding up if it fails to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses from February 23, 2023 to the Amended Termination Date.

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.


For	Against	Abstain
24,603,976	33,404	70

~~Forward-Looking~~Proposal ~~Statements~~No. 2 – The Trust Amendment Proposal – to amend the Trust Agreement to change the date on which the trustee must commence liquidation of the trust account established in connection with the Company’s initial public offering to the Amended Termination Date.

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.


For	Against	Abstain
24,603,175	31,405	2,870

~~Nothing~~As inthere ~~this~~were ~~Current~~sufficient ~~Report~~votes onto ~~Form~~approve ~~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~~Proposals, ~~which~~ ~~speak only as of~~ the ~~date~~“Adjournment ~~they~~Proposal” ~~are~~described ~~made.~~in ~~Except as may be required by law,~~ the ~~Company~~Proxy ~~does~~Statement was not ~~undertake~~presented ~~any duty~~ to ~~update these forward-looking statements~~stockholders.

~~Item~~In 9connection with the vote described above, the holders of 25,944,609 shares of Class A Common Stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.~~01.~~05 ~~Financial~~per ~~Statements~~share, ~~and~~for ~~Exhibits~~an aggregate redemption amount of approximately $260.7 million.

~~(d)~~Item ~~Exhibits~~8.01 ~~The~~Other ~~following exhibits are filed with this Form 8-K:~~Events

Exhibit No.		Description of Exhibits
99.1		Press Release, dated December 9, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Following the adoption of the Proposals, the Board elected December 30, 2022 as the date after which the Company will cease all operations (except for the purpose of winding up). On the date hereof, the Company issued a press release announcing that it will redeem all of the remaining shares of Class A Common Stock outstanding, effective as of December 30, 2022. 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.

~~SIGNATURE~~Item 9.01 Financial Statements and Exhibits.

~~Pursuant~~(d) ~~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.~~Exhibits

Dated: December 9, 2022

Exhibit No.	Description

3.1	Second Amended and Restated Certificate of Incorporation

10.1	Amendment to the Investment Management Trust Agreement

99.1	Press Release dated December 16, 2022

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

~~FIGURE ACQUISITION CORP. I By: /s/ Thomas J. Milani Name: Thomas J. Milani Title: Chief Financial Officer~~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 16, 2022

	FIGURE ACQUISITION CORP. I

	By:	/s/ Thomas J. Milani
	Name:	Thomas J. Milani
	Title:	Chief Financial Officer

Filing Compare · Figure Acquisition Corp. I