UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): March 25, 2021

~~Date~~Replay ~~of Report~~ Acquisition Corp. (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported):~~specified ~~March 17,~~in ~~2021~~its charter)

Replay Acquisition Corp.

Cayman Islands (State or other jurisdiction of incorporation)		001-38859 (Commission File Number)		N/A (I.R.S. Employer Identification No.)
767 Fifth Avenue, 46th Floor New York, New York (Address of principal executive offices)			10153 (Zip Code)
	(212) 891-2700 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)

(Exact name of registrant as specified in its charter)

Cayman Islands	001-38859	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
767 Fifth Avenue, 46th Floor New York, New York		10153
(Address of principal executive offices)		(Zip Code)

(212) 891-2700

(Registrant’s telephone number, including area code)

Not Applicable

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

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

☒x 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
Units, each consisting of one Ordinary Share and one-half of one Warrant	RPLA.U	The New York Stock Exchange
Ordinary Shares, par value $0.0001 per share	RPLA	The New York Stock Exchange
Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50	RPLA. WS	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 85.0107. ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

On ~~October 12~~March 25, ~~2020~~2021, Replay Acquisition Corp. (“Replay”), ~~Finance~~or ofthe ~~America Equity Capital LLC, a Delaware limited liability company (~~“~~FoA~~Company”), ~~Finance~~held ofan ~~America~~extraordinary ~~Companies~~general ~~Inc.,~~meeting ain ~~Delaware~~lieu ~~corporation~~of ~~and~~the ~~wholly~~2021 ~~owned~~annual meeting ~~subsidiary~~ of ~~Replay~~shareholders (the “~~New~~General ~~Pubco~~Meeting”), ~~RPLY~~in ~~Merger~~connection ~~Sub~~with ~~LLC,~~the aproposed ~~Delaware~~business ~~limited~~combination ~~liability~~(the ~~company and wholly owned~~“Business ~~subsidiary~~Combination”) of ~~New~~the ~~Pubco,~~Company ~~RPLY BLKR Merger Sub LLC, a Delaware limited liability company~~ and ~~wholly~~Finance ~~owned subsidiary~~ of ~~New~~America ~~Pubco,~~Equity ~~Blackstone~~Capital ~~Tactical~~LLC ~~Opportunities Fund~~ (Urban Feeder) – NQ L.P., a Delaware limited partnership, Blackstone Tactical Opportunities Associates – NQ L.L.C., a Delaware limited liability company, BTO Urban Holdings L.L.C., a Delaware limited liability company (“~~BTO Urban~~FoA”), ~~Blackstone~~as ~~Family~~described ~~Tactical~~in ~~Opportunities~~the ~~Investment~~proxy ~~Partnership~~statement –and NQprospectus –filed ~~ESC~~by ~~L.P.,~~the aCompany ~~Delaware~~with ~~limited~~the ~~partnership~~SEC ~~(“ESC”),~~on ~~Libman~~February ~~Family Holdings LLC~~12, a2021 ~~Connecticut limited liability company~~ (the “~~Family~~Proxy ~~Holdings~~Statement”), ~~The~~and ~~Mortgage~~incorporated ~~Opportunity~~herein ~~Group~~by ~~LLC,~~reference. Present aat ~~Connecticut~~the ~~limited liability~~General ~~company~~Meeting ~~(“TMO”),~~were Lholders ~~and~~of TF26, ~~LLC~~022,844 ashares ~~North~~of ~~Carolina~~the ~~limited~~Company’s ~~liability~~ordinary ~~company~~shares (the “~~L&TF~~Ordinary Shares”), in ~~UFG~~person ~~Management~~or ~~Holdings~~by ~~LLC~~proxy, arepresenting ~~Delaware~~72.4% ~~limited~~of ~~liability~~the ~~company~~voting ~~(“Management~~power ~~Holdings”),~~of ~~and~~the ~~Joe Cayre~~Ordinary ~~(each~~Shares as of ~~BTO~~January ~~Urban~~28, ~~ESC~~2021, ~~Family~~the ~~Holdings,~~record ~~TMO,~~date ~~L&TF,~~for ~~Management~~the ~~Holdings~~General Meeting ~~and Joe Cayre, a “Seller” and, collectively,~~ (the “~~Sellers~~Record Date”), and ~~BTO~~constituting ~~Urban~~a ~~and~~quorum ~~Family~~for ~~Holdings, solely in their joint capacity as~~ the ~~representative~~transaction of ~~the Sellers pursuant to Section 12~~business.18 As of the ~~Transaction~~Record ~~Agreement~~Date, ~~(as~~there ~~defined below)~~were 35,937,500 ~~entered~~Ordinary ~~into~~Shares aissued ~~transaction agreement (as amended~~ and ~~supplemented from time to time, the “Transaction Agreement”) pursuant to which Replay agreed to combine with FoA in a series of transactions (collectively, the “Business Combination”)~~outstanding.

~~Under~~At the ~~terms~~General ~~of the Transaction Agreement~~Meeting, ~~it is a condition to~~ the ~~Sellers~~Company’s ~~obligation~~shareholders toapproved ~~consummate~~each ~~the Business Combination that cash held by Replay as~~ of ~~immediately prior to~~ the ~~closing~~Cayman ofProposals ~~the Business Combination~~ (~~after~~consisting ~~taking~~of ~~into~~approval ~~account~~of ~~any redemptions and~~ the ~~PIPE~~Domestication, ~~investments to be made at closing but before~~ the ~~payment~~Replay ofLLCA ~~fees~~ and ~~expenses) be equal or greater to~~ ~~$400,000,000. In connection with~~ the Business Combination), ~~the~~each ~~Sellers~~of ~~intend to waive~~ the ~~closing~~Stock ~~condition~~Issuance ~~relating~~Proposals, toeach of the ~~minimum~~Organizational ~~cash~~Documents ~~required~~Proposals, tothe beIncentive ~~held~~Plan byProposal, and ~~Replay in~~ the ~~event~~Extension ~~such~~Proposal, ~~condition~~in iseach ~~not~~case ~~otherwise~~(including ~~satisfied.~~other ~~The~~capitalized ~~Business~~terms ~~Combination is~~used ~~expected~~herein) toas bedefined ~~completed~~and ondescribed ~~April 1,~~in ~~2021,~~greater ~~subject~~detail toin the ~~satisfaction~~Proxy ~~of other customary closing conditions~~Statement.

~~Important~~The approval of each of ~~Information~~the ~~About~~Domestication, the ~~Proposed~~Replay LLCA and the Extension Proposal required that a special resolution be passed by the affirmative vote of the holders of not less than two-thirds of the Ordinary Shares present and entitled to vote thereon at the General Meeting, in accordance with the Cayman Islands Companies Act. The approval of the Business Combination, the Stock Issuance Proposals, the Organizational Documents Proposals, and ~~Where~~the Incentive Plan Proposal required the affirmative vote of the holders of a majority of the outstanding Ordinary Shares present and entitled to ~~Find~~vote Itthereon at the General Meeting. The Adjournment Proposal, as defined and described in greater detail in the Proxy Statement, was not presented to the Company’s shareholders as the Cayman Proposals, the Stock Issuance Proposals, the Organizational Documents Proposals, the Incentive Plan Proposal and the Extension Proposal each received a sufficient number of votes for approval. If the conditions precedent to the consummation of the Business Combination have been satisfied or waived on or prior to April 1, 2021 (other than, and subject to the satisfaction or waiver of, those conditions that by their nature are to be satisfied at the closing of the Business Combination), the parties intend to consummate the Business Combination on April 1, 2021.

InSet ~~connection~~forth ~~with~~below ~~the~~are ~~proposed Business Combination, a registration statement on Form S-4 (~~the ~~“Form S-4”) has been filed by New Pubco with the U.S. Securities and Exchange Commission~~ ~~(“SEC”),~~final ~~that~~voting ~~includes~~results afor ~~proxy~~each ~~statement~~ of ~~Replay that also constitutes a prospectus of New Pubco. Replay, FoA and New Pubco urge investors, stockholders and other interested persons to read~~ the ~~Form S-4,~~Cayman ~~including the definitive proxy statement/prospectus and documents incorporated by reference therein~~Proposals, aseach ~~well~~of ~~as other documents filed with~~ the ~~SEC~~Stock inIssuance ~~connection with the proposed Business Combination~~Proposals, ~~as these~~each materials will contain important information about FoA, Replay, and the proposed Business Combination. Such persons can also read Replay’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, for a description of the ~~security~~Organizational ~~holdings~~Documents ~~of Replay’s officers and directors and their respective interests as security holders in the consummation of the proposed Business Combination. Beginning on February 12~~Proposals, ~~2021,~~ the ~~definitive~~Incentive ~~proxy~~Plan ~~statement/prospectus~~Proposal ~~was~~and ~~mailed to Replay’s shareholders as of January 28, 2021, seeking any required shareholder approval. Shareholders will also be able to obtain copies of such documents, without charge at~~ the ~~SEC’s~~ ~~website~~Extension ~~at www.sec.gov, or by directing a request to~~Proposal: ~~Replay Acquisition Corp., 767 Fifth Avenue, 46th Floor, New York, New York 10153, or info@replayacquisition.com.~~

~~Participants~~The inCayman ~~the Solicitation~~ Proposals

Replay, FoA, New Pubco and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Replay’s shareholders in connection with the proposed Business Combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Replay’s directors and executive officers in Replay’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on March 25, 2020. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Replay’s shareholders in connection with the proposed Business Combination is set forth in the proxy statement/prospectus for the proposed Business Combination. Information concerning the interests of Replay’s and FoA’s participants in the solicitation, which may, in some cases, be different than those of Replay’s and FoA’s equity holders generally, is set forth in the proxy statement/prospectus relating to the proposed Business Combination. Domestication

2The Domestication was approved. The voting results of the Ordinary Shares present and entitled to vote thereon were as follows:

Forward-Looking Statements

For				Against				Abstentions
	22,862,323				2,541,426				619,095

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Replay’s and FoA’s actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Replay’s and FoA’s expectations with respect to future performance and anticipated financial impacts of the proposed Business Combination, the satisfaction or waiver of the closing conditions to the proposed Business Combination, and the timing of the completion of the proposed Business Combination. 1

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially, and potentially adversely, from those expressed or implied in the forward-looking statements. Most of these factors are outside Replay’s and FoA’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the Transaction Agreement; (2) the outcome of any legal proceedings that may be instituted against Replay, New Pubco and/or FoA following the announcement of the Transaction Agreement and the transactions contemplated therein; (3) the inability to complete the proposed Business Combination, including due to failure to obtain approval of the shareholders of Replay and FoA, certain regulatory approvals, or satisfy other conditions to closing in the Transaction Agreement; (4) the occurrence of any event, change, or other circumstance that could give rise to the termination of the Transaction Agreement or could otherwise cause the transaction to fail to close; (5) the impact of COVID-19 on FoA’s business and/or the ability of the parties to complete the proposed Business Combination; (6) the inability to obtain or maintain the listing of New Pubco’s shares of common stock on the NYSE following the proposed Business Combination; (7) the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation of the proposed Business Combination; (8) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of FoA to grow and manage growth profitably, and retain its key employees; (9) costs related to the proposed Business Combination; (10) changes in applicable laws or regulations; (11) the possibility that FoA or New Pubco or Replay may be adversely affected by other economic, business, and/or competitive factors; and (12) other risks and uncertainties indicated from time to time in the final prospectus of Replay for its initial public offering and the proxy statement/prospectus relating to the proposed Business Combination, including those under “Risk Factors” therein, and in Replay’s other filings with the SEC. Each of Replay, FoA and New Pubco cautions that the foregoing list of factors is not exclusive. All subsequent written and oral forward-looking statements concerning Replay, FoA or New Pubco, the transactions described herein or other matters and attributable to Replay, FoA, New Pubco or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Each of Replay, FoA and New Pubco cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Each of Replay, FoA and New Pubco does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based. LLCA

NoThe ~~Offer~~Replay orLLCA ~~Solicitation~~was approved. The voting results of the Ordinary Shares present and entitled to vote thereon were as follows:

This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

For				Against				Abstentions
	22,862,263				2,541,426				619,155

3Business Combination

~~SIGNATURES~~The Business Combination was approved. The voting results of the Ordinary Shares present and entitled to vote thereon were as follows:

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.

For				Against				Abstentions
	22,863,024				2,541,726				618,094

The Stock Issuance Proposals

(a)

Each issuance of Ordinary Shares pursuant to each Replay PIPE Agreement was approved. The voting results of the Ordinary Shares present and entitled to vote thereon were as follows:

For				Against				Abstentions
	22,860,924				2,542,426				619,494

(b)

Each issuance of shares of Class A Common Stock pursuant to each New Pubco PIPE Agreement was approved. The voting results of the Ordinary Shares present and entitled to vote thereon were as follows:

For				Against				Abstentions
	22,860,724				2,542,626				619,494

(c)

Each issuance of shares of Class A Common Stock pursuant to the Transaction Agreement was approved. The voting results of the Ordinary Shares present and entitled to vote thereon were as follows:

For				Against				Abstentions
	22,860,964				2,542,426				619,454

(d)

Each issuance of shares of Class B Common Stock pursuant to the Transaction Agreement was approved. The voting results of the Ordinary Shares present and entitled to vote thereon were as follows:

For				Against				Abstentions
	22,860,797				2,542,426				619,621

(e)

Each issuance of Ordinary Shares pursuant to each Replay PIPE Agreement entered into with an affiliate of Replay Sponsor, LLC was approved. The voting results of the Ordinary Shares present and entitled to vote thereon were as follows:

For		Against		Abstentions
	22,860,924		2,542,426		619,494

(f)

Each issuance of shares of Class A Common Stock to the Sellers, Blocker and Blocker GP pursuant to the Transaction Agreement was approved. The voting results of the Ordinary Shares present and entitled to vote thereon were as follows:

For		Against		Abstentions
	22,861,024		2,542,426		619,394

(g)

Each issuance of Class B Common Stock to the Sellers pursuant to the Transaction Agreement was approved. The voting results of the Ordinary Shares present and entitled to vote thereon were as follows:

For		Against		Abstentions
	22,862,230		2,542,486		618,128

The Organizational Documents Proposals

The Organizational Documents Proposals to approve certain material differences between the Proposed Organizational Documents of New Pubco and the Existing Organizational Documents of Replay were approved. The voting results of the Ordinary Shares present and entitled to vote thereon for each of the Organizational Documents Proposals were as follows:

(a)

Organizational Documents Proposal A: To approve the authorized capital stock provision in the Proposed Charter:

For		Against		Abstentions
	22,848,558		2,555,206		619,080

(b)

Organizational Documents Proposal B: To approve the provisions in the Proposed Charter pursuant to which a special meeting of the stockholders may or must be called:

For		Against		Abstentions
	22,805,233		2,599,231		618,380

(c)

Organizational Documents Proposal C: To approve all other changes in connection with the replacement of the Existing Organizational Documents of Replay with the Proposed Organizational Documents of New Pubco:

For		Against		Abstentions
	22,862,598		2,541,926		618,320

The Incentive Plan Proposal

The Incentive Plan Proposal was approved. The voting results of the Ordinary Shares present and entitled to vote thereon were as follows:

For		Against		Abstentions
	22,802,866		2,601,750		618,228

The Extension Proposal

The Extension Proposal was approved. The voting results of the Ordinary Shares present and entitled to vote thereon were as follows:

For		Against		Abstentions
	22,849,323		2,555,593		617,928

SIGNATURES

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.

	Replay Acquisition Corp.

Date: March 25, 2021	By:	/s/ Edmond Safra
		Name:	Edmond Safra
		Title:	Co-Chief Executive Officer

Date: March 25, 2021	By:	/s/ Gregorio Werthein
		Name:	Gregorio Werthein
		Title:	Co-Chief Executive Officer

Dated: March 17, 2021

REPLAY ACQUISITION CORP.

/s/ Edmond Safra

Name: Edmond Safra Title: Co-Chief Executive Officer

/s/ Gregorio Werthein

Name: Gregorio Werthein Title: Co-Chief Executive Officer

Filing Compare · Replay Acquisition LLC