Filing Details
- Accession Number:
- 0001493152-25-010944
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-18 20:00:00
- Filed By:
- Bloom Retirement Holdings Inc.
- Company:
- Finance Of America Companies Inc.
- Filing Date:
- 2025-03-19
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Bloom Retirement Holdings Inc. | 0 | 2,622,448 | 0 | 2,622,448 | 2,622,448 | 9.49% |
| Reza Jahangiri | 0 | 2,622,448 | 0 | 2,622,448 | 2,622,448 | 9.49% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
|
Finance of America Companies Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
31738L107 (CUSIP Number) |
Reza Jahangiri 895 Dove Street, Suite 300, Newport Beach, CA, 92660 866-948-0003 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/17/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 31738L107 |
| 1 |
Name of reporting person
Bloom Retirement Holdings Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CALIFORNIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,622,448.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.49 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 31738L107 |
| 1 |
Name of reporting person
Reza Jahangiri | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,622,448.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.49 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock | |
| (b) | Name of Issuer:
Finance of America Companies Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
5830 Granite Parkway, Suite 400, Plano,
TEXAS
, 75024. | |
Item 1 Comment:
This Amendment No. 8 to Schedule 13D ("Amendment No. 8") amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission on April 10, 2023 (as amended to date, the "Schedule 13D"), relating to the shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of Finance of America Companies Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is amended and supplemented as follows:
2025 10b5-1 Trading Plan
On March 17, 2025, Bloom Retirement Holdings Inc. entered into a trading plan (the "2025 10b5-1 Trading Plan") pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The 2025 10b5-1 Trading Plan provides that Goldman Sachs & Co. LLC (the "Broker") may make periodic sales of up to an aggregate 800,000 shares of Class A Common Stock on behalf of Bloom Retirement Holdings Inc. beginning on April 17, 2025.
This description of the 2025 10b5-1 Trading Plan does not purport to be complete and is qualified in its entirety by the full text of the 2025 10b5-1 Trading Plan, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained on the cover pages is incorporated by reference to this Item 5.
The Reporting Persons may be deemed to beneficially own 2,622,448 shares of Class A Common Stock, representing 9.49% of the Class A Common Stock outstanding based upon 10,711,674 shares of Class A Common Stock outstanding as of March 11, 2025, as set forth in the Issuer's Annual Report on Form 10-K filed by the Issuer on March 14, 2025. The percentage of the Class A Common Stock reported herein gives effect to the Control Condition (as defined below). | |
| (b) | The information contained on the cover pages is incorporated by reference to this Item 5.
Bloom Retirement Holdings Inc. is the record holder of 822,841 shares of Class A Common Stock and 1,799,607 FOAEC Units, as reported herein. Mr. Jahangiri is the majority shareholder of Bloom Retirement Holdings Inc. and may be deemed to share voting and dispositive power over the securities held by Bloom Retirement Holdings Inc. The percent of class beneficially owned as reported above gives effect to the Conversion Agreement as previously disclosed in Item 4.
The FOAEC Units reported above represent the maximum number of FOAEC Units that may be issued pursuant to the Asset Purchase Agreement and represent the conversion of 775,000 FOAEC Units into shares of Class A Common Stock on March 4, 2025. Under the Asset Purchase Agreement, Bloom Retirement Holdings Inc. will be issued FOAEC Units only to the extent that its ownership does not exceed 9.49% of the outstanding shares of Class A Common Stock (giving effect to the deemed exchange of all outstanding FOAEC Units) until, among other conditions, certain consents, approvals, authorizations and waivers are satisfied (the "Control Condition"). Each FOAEC Unit is exchangeable into Class A Common Stock on a one-for-one basis at the option of the holder. | |
| (c) | Except as described in this Amendment No. 8, the Reporting Persons have not effected any transactions with respect to the Class A Common Stock since Amendment No. 7. | |
| (d) | None. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is amended and supplemented as follows:
Item 4 above summarizes certain provisions of the 2025 10b5-1 Trading Plan and is incorporated herein by reference. A copy of such agreement is attached as an exhibit to this Schedule 13D, and is incorporated by reference herein.
Except as set forth herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is amended and supplemented as follows:
Exhibit 9: 10b5-1 Trading Plan, dated March 17, 2025. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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