Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
Figure Acquisition Corp. I (the "Company") previously presented a portion of its
shares of Class A common stock subject to redemption (the "Class A Shares") as
permanent equity because the Company's certificate of incorporation does not
permit redemptions of Class A Shares that would cause the Company's net tangible
assets to be less than $5,000,001. After discussion and evaluation, including
with the Company's independent registered public accounting firm, Marcum LLP
("Marcum"), the Company has concluded that all Class A Shares should be
classified as temporary equity because such shares can be redeemed or become
redeemable subject to the occurrence of events outside the Company's sole
control.
On November 22, 2021, the Audit Committee of the Board of Directors of the
Company concluded, after discussion with the Company's management, that the
Company's audited balance sheet as of February 23, 2021 filed as Exhibit 99.1 to
the Company's Amendment No. 1 to the Current Report on Form 8-K filed with the
SEC on June 4, 2021 and its unaudited interim financial statements for the
quarterly periods ended March 31, 2021 and June 30, 2021 included in its
Quarterly Reports on Form 10-Q filed on May 24, 2021 and August 13, 2021,
respectively (collectively, the "Affected Periods"), should no longer be relied
upon due to changes required to classification of temporary equity and permanent
equity described above. The Company has reflected this reclassification of
equity and restated its financial statements for the Affected Periods in its
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021
filed with the SEC on November 22, 2021, and plans to amend Amendment No. 1 to
the Current Report on Form 8-K filed on June 4, 2021 to file the revised audited
balance sheet as of February 23, 2021.
The Company's management has concluded that in light of the classification error
described above, a material weakness exists in the Company's internal control
over financial reporting and that the Company's disclosure controls and
procedures were not effective.
The Company does not expect any of the above changes will have any impact on its
cash position and cash held in the trust account.
In addition, the audit report of Marcum included in Exhibit 99.1 to Amendment
No. 1 to the Company's Form 8-K filed on June 4, 2021 should no longer be relied
upon.
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