Part I Business The company is a blank check company (SPAC) seeking a business combination with a technology-enabled firm in the Financial Services sector - The company is a blank check company formed to effect a merger, share exchange, asset acquisition, or similar business combination38 - The primary focus for an initial business combination is within the Financial Services sector, targeting technology-enabled companies with growth potential39 - The company must complete its initial business combination within 24 months of its IPO closing, otherwise it will cease operations and liquidate96 - Public shareholders are provided with the opportunity to redeem their Class A ordinary shares for a pro-rata portion of the trust account73 Initial Public Offering (IPO) and Trust Account Details | Metric | Value | | :--- | :--- | | IPO Date | March 2, 2021 | | Units Offered | 34,500,000 | | Price per Unit | $10.00 | | Gross Proceeds | $345,000,000 | | Amount Placed in Trust Account | $345,000,000 | Risk Factors The company faces significant risks related to its status as a SPAC, a material weakness in internal controls, and potential conflicts of interest - The company is a blank check company with no operating history, providing no basis for investors to evaluate its ability to achieve its business objectives115116 - A material weakness in internal control over financial reporting has been identified, which could adversely affect the company's ability to report financial results accurately241242243 - The company's warrants are accounted for as liabilities, and changes in their fair value could materially affect financial results238240 - The sponsor and management have a conflict of interest as they will lose their entire investment if a business combination is not completed333335 - There is a risk the company may be classified as a Passive Foreign Investment Company (PFIC), which could result in adverse U.S. federal income tax consequences338339 - The independent auditor's report expresses substantial doubt about the company's ability to continue as a "going concern" due to the mandatory liquidation deadline248 Unresolved Staff Comments The company reports no unresolved staff comments from the Securities and Exchange Commission - There are no unresolved staff comments363 Property The company utilizes office space provided by its sponsor for a monthly fee - The company pays its sponsor up to $10,000 per month for office space and administrative support services364 Legal Proceedings The company is not currently involved in any material legal proceedings - There is no material litigation currently pending against the company or its management365 Mine Safety Disclosures This section is not applicable to the company's operations - Not applicable366 Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's securities trade on the NYSE, and this section details unregistered sales of founder shares and private placement warrants - The company's securities trade on the New York Stock Exchange (NYSE) under the symbols FACT.U, FACT, and FACT WS369 - Net proceeds of $345.0 million from the IPO and private placement warrant sale were placed in the trust account381 Unregistered Securities Sales | Security | Quantity | Purchaser | Total Price | | :--- | :--- | :--- | :--- | | Founder Shares (Class B) | 8,625,000 | Sponsor | $25,000 | | Private Placement Warrants | 6,266,667 | Sponsor | $9,400,000 | Management's Discussion and Analysis of Financial Condition and Results of Operations The company reported a net income of $5.1 million for FY2021, driven by a non-cash gain on warrant liabilities, but faces going concern risks - As of December 31, 2021, the company had $277,583 in cash available for working capital needs, outside of the $345.1 million held in the Trust Account398 - The company secured an unsecured promissory note of up to $500,000 from its sponsor for general working capital purposes392 - Management has determined that there is substantial doubt about the company's ability to continue as a going concern due to the March 2, 2023 deadline402403 - Critical accounting policies include classifying redeemable Class A shares as temporary equity and warrants as derivative liabilities409410412 Results of Operations (Year Ended Dec 31, 2021) | Metric | Value ($) | | :--- | :--- | | Net Income | 5,128,650 | | Change in fair value of warrant liabilities (Gain) | 9,381,750 | | Operating Costs | (3,782,028) | | Investment income on Trust Account | 105,681 | Quantitative and Qualitative Disclosures about Market Risk As a smaller reporting company, this disclosure is not required - The company is not required to provide this information as it qualifies as a smaller reporting company417 Financial Statements and Supplementary Data This section refers to the full financial statements included at the end of the report - The company's financial statements and supplementary data are included by reference and appear after Item 15 of the report418 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants - None reported419 Controls and Procedures Management concluded disclosure controls were not effective due to a material weakness in accounting for complex financial instruments - A material weakness was identified in internal control over financial reporting related to the accounting for complex financial instruments425429 - The weakness stemmed from the initial misclassification of warrants and redeemable Class A shares422424 - As a result of the material weakness, management concluded that disclosure controls and procedures were not effective as of December 31, 2021426 Other Information A director resigned from the board in April 2022 without any reported disagreement - Director David Poritz resigned on April 8, 2022, with no reported disputes or disagreements430 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This section is not applicable to the company - None432 Part III Directors, Executive Officers and Corporate Governance This section details the company's leadership team, board structure, and governance policies - The board of directors has three standing committees: audit, compensation, and nominating and corporate governance454 - The company has adopted a Code of Business Conduct and Ethics applicable to all directors, officers, and employees473 - Potential conflicts of interest are disclosed, noting that officers and directors have fiduciary obligations to other entities479 Key Executive Officers | Name | Age | Position | | :--- | :--- | :--- | | Tidjane Thiam | 59 | Executive Chairman | | Adam Gishen | 47 | Chief Executive Officer | Executive Compensation Officers and directors receive no cash compensation, but the sponsor is reimbursed for administrative support - No cash compensation has been paid to any officers or directors for services rendered494 - The sponsor is paid up to $10,000 per month for office space, utilities, and administrative support services494 - Officers and directors are reimbursed for out-of-pocket expenses incurred on behalf of the company494 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The sponsor holds 19.8% of total ordinary shares, with other significant ownership by Glazer Capital and PIMCO affiliates - The holders of founder shares and private placement warrants are entitled to registration rights for the resale of their securities508 Beneficial Ownership of Ordinary Shares (as of April 8, 2022) | Holder | Class A Shares (%) | Class B Shares (%) | Total Ordinary Shares (%) | | :--- | :--- | :--- | :--- | | Freedom Acquisition I LLC (Sponsor) | — | 98.9% | 19.8% | | Entities affiliated with Glazer Capital, LLC | 7.5% | — | 6.0% | | Entities affiliated with PIMCO | 7.2% | — | 5.7% | Certain Relationships and Related Transactions, and Director Independence This section outlines transactions with the sponsor, including the purchase of founder shares, warrants, and a working capital loan - The sponsor purchased 8,625,000 founder shares for $25,000 and 6,266,667 private placement warrants for $9.4 million512513 - The PIMCO private fund, an affiliate of a sponsor member, purchased 2,475,000 units in the IPO514 - The company issued an unsecured promissory note for up to $500,000 to the sponsor for working capital purposes518 - The board of directors has determined that two directors are "independent directors" under NYSE and SEC rules526 Principal Accountant Fees and Services Audit fees paid to Marcum LLP for the period through December 31, 2021 were approximately $125,918 Accountant Fees (Inception to Dec 31, 2021) | Fee Type | Amount | | :--- | :--- | | Audit Fees | ~$125,918 | | Audit-Related Fees | $0 | | Tax Fees | $0 | | All Other Fees | $0 | Part IV Exhibits, Financial Statement Schedules This section lists all documents filed as part of the Form 10-K, including financial statements and material contracts - Lists all financial statements, schedules, and exhibits filed with the report, including key corporate governance and financing agreements536538 Form 10-K Summary This section is not applicable - Not applicable541 Financial Statements Report of Independent Registered Public Accounting Firm The auditor's report expresses substantial doubt about the company's ability to continue as a going concern - The auditor's report contains a "Going Concern" paragraph, raising substantial doubt about the company's ability to continue operations if a business combination is not completed552 Balance Sheets As of year-end 2021, total assets were $346.2 million, primarily cash held in the Trust Account, with liabilities of $23.1 million Key Balance Sheet Items (as of Dec 31, 2021) | Account | Value ($) | | :--- | :--- | | Assets | | | Cash | 277,583 | | Marketable securities held in Trust Account | 345,105,681 | | Total Assets | 346,220,403 | | Liabilities & Equity | | | Warrant Liabilities | 8,488,250 | | Deferred underwriters' discount payable | 12,075,000 | | Total Liabilities | 23,142,891 | | Class A Ordinary shares subject to possible redemption | 345,000,000 | Statements of Operations The company reported a net income of $5.1 million for FY2021, driven by a non-cash gain on the fair value of warrant liabilities Key Operational Results (Year Ended Dec 31, 2021) | Metric | Value ($) | | :--- | :--- | | Operating costs | (3,782,028) | | Change in fair value of warrant liabilities | 9,381,750 | | Interest income on marketable securities | 105,681 | | Net income | 5,128,650 | | Basic and diluted net income per share (Class A & B) | 0.14 | Statements of Cash Flows Financing activities provided $347.3 million in cash, offset by funds placed in trust and operating cash use, ending the year with $277,583 Cash Flow Summary (Year Ended Dec 31, 2021) | Cash Flow Category | Value ($) | | :--- | :--- | | Net cash used in operating activities | (2,041,001) | | Net cash used in investing activities | (345,000,000) | | Net cash provided by financing activities | 347,318,584 | | Net Change in Cash | 277,583 |
plete Solaria(CSLR) - 2021 Q4 - Annual Report