UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 16, 2021
FREEDOM ACQUISITION I CORP.
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands | 001-40117 | N/A | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
14 Wall Street, 20th Floor New York, New York |
10005 | |
| (Address of Principal Executive Offices) | (Zip Code) |
| (212) 618-1798 |
| Registrant’s telephone number, including area code: |
| Not Applicable |
| (Former name or former address, if changed since last report) |
|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |
| ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbols |
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant | FACT.U | The New York Stock Exchange |
| Class A ordinary share, par value $0.0001 per share | FACT | The New York Stock Exchange |
| Redeemable warrant, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | FACT WS | The New York Stock Exchange |
| ☒ | Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
| ☐ | 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. |
| Item 8.01 | Other Events. |
On April 16, 2021, Freedom Acquisition I Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the shares of Class A common stock and warrants comprising the Units commencing on April 19, 2021. Those Units not separated will continue to trade on the New York Stock Exchange under the symbol “FACT.U,” and each of the Class A common stock and warrants that are separated will trade on the New York Stock Exchange under the symbols “FACT” and “FACT WS,” respectively.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit No. | Description of Exhibits |
| 99.1 | Press Release dated April 16, 2021. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Freedom Acquisition I Corp. | ||||
| Date: April 16, 2021 | By: | /s/ Adam Gishen | ||
| Name: | Adam Gishen | |||
| Title: | Chief Executive Officer | |||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Freedom Acquisition I Corp. Announces the Separate Trading of its Class A Common Stock and Warrants Commencing April 19, 2021
New York, April 16, 2021 – Freedom Acquisition I Corp. (the “Company”) announced that, commencing April 19, 2021, holders of the units sold in the Company’s initial public offering of 34,500,000 units completed on February 25, 2021, including the 4,500,000 units sold pursuant to the exercise of the underwriters’ over-allotment option, may elect to separately trade the shares of Class A common stock and warrants included in the units. Shares of Class A common stock and warrants that are separated will trade on the New York Stock Exchange under the symbols “FACT” and “FACT WS,” respectively. Those units not separated will continue to trade on the New York Stock Exchange under the symbol “FACT.U.” No fractional warrants will be issued upon separation of the units and only whole warrants will trade.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The offering was made only by means of a prospectus. Copies of the prospectus may be obtained for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus may be obtained for free from the offices of J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone: 1-866-803-9204, or by emailing at prospectus-eq_fi@jpmchase.com.
About Freedom Acquisition I Corp.
The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company intends to pursue a target in the financial services sector. The Company’s founders include Tidjane Thiam, Adam Gishen and Abhishek Bhatia. A private fund affiliated with Pacific Investment Management Company LLC (PIMCO) is a member of the Company’s sponsor.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this press release constitute forward-looking statements. All of these statements are based on management’s expectations as well as estimates and assumptions prepared by management that, although they believe to be reasonable, are inherently uncertain. These statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of Company’s control that may cause its business, industry, strategy, financing activities or actual results to differ materially. The Company undertakes no obligation to update or revise any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise.
Investor Contact
Adam Gishen
ag@freedomac1.com
U.S. Media Contact
Doug Donsky, Brian Ruby
ICR, Inc. for Freedom Acquisition I
freedomacquisition@ICRinc.com
U.K. / International Media Contact
Andy Smith, Ngozi Emeagi
Powerscourt for Freedom Acquisition I
freedomacquisition@powerscourt-group.com