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

☐	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 as specified in its charter)

Delaware	001-40081	85-4326385
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

650 California Street, Suite 2700

San Francisco, CA 94108

(Address of principal executive offices, including zip code)

(628) 210-6937

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
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 (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, 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 22, 2021, 28,750,000 shares of Class A common stock, par value $0.0001 per share, 3,194,444 shares of Class B common stock, par value $0.0001 per share, and 9,126,984 shares of Class L common stock, par value $0.0001, were issued and outstanding, respectively.

FIGURE ACQUISITION CORP. I

Form 10-Q

For the Quarter Ended September 30, 2021

Table of Contents

	Page
PART I. FINANCIAL INFORMATION	1
Item 1. Financial Statements (Unaudited)	1
Unaudited Condensed Balance Sheets as of September 30, 2021 and Audited Balance Sheet as of December 31, 2020	1
Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2021	2
Unaudited Condensed Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2021	3
Unaudited Condensed Statement of Cash Flows for the Period for the nine months ended September 30, 2021	4
Notes to Unaudited Condensed Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	19
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	22
Item 4. Controls and Procedures.	22
PART II - OTHER INFORMATION	22
Item 1. Legal Proceedings.	22
Item 1A. Risk Factors.	23
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	23
Item 3. Defaults upon Senior Securities.	23
Item 4. Mine Safety Disclosures.	23
Item 5. Other Information.	23
Item 6. Exhibits.	24

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

FIGURE ACQUISITION CORP. I

CONDENSED BALANCE SHEETS

	September 30, 2021			December 31, 2020
	(unaudited)			(audited)
Assets:
Current assets:
Cash	$	853,737		$	25,000
Prepaid Expenses		308,523			—
Total current assets		1,162,260			25,000
Deferred offering costs		—			49,366
Cash and securities held in Trust Account		287,524,019			—
Other non-current assets		114,671			—
Total Assets	$	288,800,950		$	74,366

Liabilities and Stockholders’ Equity
Current liabilities:
Accrued offering costs and expenses	$	189,769		$	57,500
Due to related party		—			—
Total current liabilities		189,769			57,500
Deferred underwriting fee		10,062,500			—
Warrant liability		12,971,875			—
Total liabilities		23,224,144			57,500

Commitments and Contingencies (See Note 6)

Class A Common Stock subject to possible redemption, 28,750,000 and 0 shares at redemption value, at September 30, 2021 and December 31, 2020, respectively		287,524,019			—

Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized;none issued and outstanding		—			—
Class A common stock, $0.01 par value; 100,000,000 shares authorized; no shares issued and outstanding (excluding 28,750,000 and no shares subject to possible redemption) at September 30, 2021 and December 31, 2020, respectively		—			—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 3,194,444 shares issued and outstanding at September 30, 2021 and December 31, 2020		319			319
Class L common stock, $0.0001 par value; 15,000,000 shares authorized; 9,126,984 shares issued and outstanding at September 30, 2021 and December 31, 2020		913			913
Additional paid-in capital		—			23,768
Retained earnings (accumulated deficit)		(21,948,445	)		(8,134	)
Total stockholders’ equity		(21,947,213	)		16,866
Total Liabilities and Stockholders’ Equity	$	288,800,950		$	74,366

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

Table of Contents

FIGURE ACQUISITION CORP. I

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

(UNAUDITED)

	For the three months ended September 30, 2021			For the nine months ended September 30, 2021
Formation and operating costs	$	169,986		$	489,192
Loss from Operations		(169,986	)		(489,192	)

Other income (loss):
Interest earned on cash and marketable securities held in Trust Account		20,526			24,018
Offering costs allocated to warrants		—			(621,678	)
Excess fair value of private warrants in excess of proceeds received		(155,000	)		(155,000	)
Change in fair value of warrant liability		4,231,875			5,930,000
Total other income (loss)		4,097,401			5,177,340

Net income	$	3,927,415		$	4,688,148
Weighted average shares outstanding, Class A common stock subject to possible redemption		28,750,000			23,168,498
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.10		$	0.13
Weighted average shares outstanding, Non-redeemable Class B and Class L common stock		12,321,428			12,009,419
Basic and diluted net income per share, Non-redeemable Class B and Class L common stock	$	0.10		$	0.13

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

Table of Contents

FIGURE ACQUISITION CORP. I

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

(UNAUDITED)

	Class A Common stock				Class B Common stock				Class L Common stock				Additional Paid-in		Retained			Total Stockholder’s
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Earnings			Equity (Deficit)
Balance as of January 1, 2021		—	$	—		3,194,444	$	319		9,126,984	$	913	$	23,768	$	(8,134	)	$	16,866
Net income (As Restated)		—		—		—		—		—		—		—		1,850,115			1,850,115
Accretion of Class A common stock subject to possible redemption		—		—		—

SEC Form 10-Q filed by Figure Acquisition Corp. I