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

☐	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 Acquisition Corp. I

(Exact Name of Registrant as Specified in Its Charter)

Delaware		85-4326385
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

650 California Street, Suite 2700 San Francisco, CA		94108
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: +1 628-210-6937

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, a 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 August 15, 2022, 28,750,000 shares of Class A common stock, par value $0.01 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 per share were issued and outstanding, respectively.

FIGURE ACQUISITION CORP. I

Form 10-Q

For the Quarter Ended June 30, 2022

Table of Contents

	Page
PART I. FINANCIAL INFORMATION	1
Item 1. Financial Statements	1
Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021	1
Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2022 and June 30, 2021	2
Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2022 and June 30, 2021	3
Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2022 and June 30, 2021	4
Notes to Condensed Financial Statements (Unaudited)	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	22
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	26
Item 4. Controls and Procedures.	26
PART II - OTHER INFORMATION	27
Item 1. Legal Proceedings.	27
Item 1A. Risk Factors.	27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	28
Item 3. Defaults Upon Senior Securities.	29
Item 4. Mine Safety Disclosures.	29
Item 5. Other Information.	29
Item 6. Exhibits.	30
Signatures	31

Table of Contents

FIGURE ACQUISITION CORP. I

CONDENSED BALANCE SHEETS

	June 30, 2022 (Unaudited)			December 31, 2021
Assets:
Current assets:
Cash	$	167,228		$	769,595
Prepaid Expenses		239,788			296,843
Total current assets		407,016			1,066,438
Cash and marketable securities held in Trust Account		287,967,734			287,549,179
Other non-current assets		—			39,850
Total Assets	$	288,374,750		$	288,655,467

Liabilities, Redeemable Common Stock and Stockholders’ Deficit
Current liabilities:
Accounts payable, accrued offering costs and expenses	$	327,212		$	317,099
Income taxes payable		1,106			—
Total current liabilities		328,318			317,099
Deferred underwriting fee		10,062,500			10,062,500
Warrant liability		2,223,750			14,454,374
Total liabilities		12,614,568			24,833,973

Commitments and Contingencies (See Note 6)

Class A Common Stock subject to possible redemption; 28,750,000 shares at redemption value at June 30, 2022 and December 31, 2021		287,748,505			287,500,000

Stockholders’ Deficit:
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 shares subject to possible redemption) at June 30, 2022 and December 31, 2021		—			—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 3,194,444 shares issued and outstanding at June 30, 2022 and December 31, 2021		319			319
Class L common stock, $0.0001 par value; 15,000,000 shares authorized; 9,126,984 shares issued and outstanding at June 30, 2022 and December 31, 2021		913			913
Additional paid-in capital		—			—
Accumulated deficit		(11,989,555	)		(23,679,738	)
Total stockholders’ deficit		(11,988,323	)		(23,678,506	)
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit	$	288,374,750		$	288,655,467

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

Table of Contents

FIGURE ACQUISITION CORP. I

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the three months ended June 30,						For the six months ended June 30,
	2022			2021			2022			2021
Formation and operating costs	$	398,571		$	228,083		$	788,509		$	319,206
Loss from operations		(398,571	)		(228,083	)		(788,509	)		(319,206	)

Other income (loss):
Interest earned on cash and marketable securities held in Trust Account		438,679			3,492			497,679			3,492
Offering costs allocated to warrants		—			—			—			(621,678	)
Fair value of private warrants in excess of proceeds received		—			—			—			(155,000	)
Change in fair value of warrant liability		6,547,708			(864,791	)		12,230,624			1,853,125
Total other income (loss), net		6,986,387			(861,299	)		12,728,303			1,079,939

Income before provision for income taxes		6,587,816			—			11,939,794			—
Provision for income taxes		1,106			—			1,106			—

Net income (loss)	$	6,586,710		$	(1,089,382	)	$	11,938,688		$	760,733

Weighted average shares outstanding, Class A common stock subject to possible redemption		28,750,000			28,750,000			28,750,000			20,331,492
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption	$	0.16		$	(0.03	)	$	0.29		$	0.02
Weighted average shares outstanding, Non-redeemable Class B common stock		3,194,444			3,194,444			3,194,444			3,072,437
Basic and diluted net income (loss) per share, Non-redeemable Class B common stock	$	0.16		$	(0.03	)	$	0.29		$	0.02
Weighted average shares outstanding, Non-redeemable Class L common stock		9,126,984			9,126,984			9,126,984			8,778,392
Basic and diluted net income (loss) per share, Non-redeemable Class L common stock	$	0.16		$	(0.03	)	$	0.29		$	0.02

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

Table of Contents

FIGURE ACQUISITION CORP. I

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

	Class A Common stock				Class B Common stock				Class L Common stock				Additional Paid-in		Accumulated			Total Stockholder’s
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance as of January 1, 2022		—	$	—		3,194,444	$	319		9,126,984	$	913	$	—	$	(23,679,738	)	$	(23,678,506	)
Net income		—		—		—		—		—		—		—		5,351,978			5,351,978
Balance as of March 31, 2022		—		—		3,194,444		319		9,126,984		913		—		(18,327,760	)		(18,326,528	)
Accretion of Class A common stock subject to possible redemption to redemption value		—		—		—		—		—		—		—		(248,505	)		(248,505	)
Net income		—		—		—		—		—		—		—		6,586,710			6,586,710
Balance as of June 30, 2022		—	$	—		3,194,444	$	319		9,126,984	$	913	$	—	$	(11,989,555

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