UNITED STATES

* Consists of (i) 7,097,500 shares held directly by Replay Sponsor, LLC (the “Sponsor”) and indirectly by Edmond Safra and Gregorio Werthein as managers of the Sponsor and (ii) 2,350,000 shares held directly by EMS Opportunity Ltd. (“EMS Opportunity”) and indirectly by Mr. Safra as the sole shareholder of EMS Capital Holding Inc. (“EMS Holding”), which is the general partner of EMS Capital LP (“EMS Capital”), the investment manager of EMS Opportunity. Each of Messrs. Safra and Werthein disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

* The shares are held directly by EMS Opportunity and indirectly by Edmond Safra as the sole shareholder of EMS Holding, which is the general partner of EMS Capital, the investment manager of EMS Opportunity. Mr. Safra disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

* The shares are held directly by EMS Opportunity and indirectly by Edmond Safra as the sole shareholder of EMS Holding, which is the general partner of EMS Capital, the investment manager of EMS Opportunity. Mr. Safra disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

* The shares are held directly by EMS Opportunity and indirectly by Edmond Safra as the sole shareholder of EMS Holding, which is the general partner of EMS Capital, the investment manager of EMS Opportunity. Mr. Safra disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) amends the statement on Schedule 13D relating to the Common Stock of the Issuer filed by the Reporting Persons with the Securities and Exchange Commission (the “Commission”) on April 18, 2019 (the “Schedule 13D”). Capitalized terms used in this Amendment No. 1 but not otherwise defined herein have the meanings given to them in the Schedule 13D.

Item 3 of the Schedule 13D is hereby amended to add the following information:

On October 26, 2020, Gregorio Werthein transferred 350,000 of the Units acquired by him in connection with the Issuer’s initial public offering to EMS Opportunity Ltd. at the original purchase price, pursuant to an internal partner re-allocation.

Item 4 of the Schedule 13D is hereby amended to add the following information:

In connection with the execution and delivery of the Transaction Agreement (the “Transaction Agreement”), dated as of October 12, 2020, by and among the Issuer; Finance of America Equity Capital LLC, a Delaware limited liability company (“FoA”); Finance of America Companies Inc., a Delaware corporation and wholly owned subsidiary of the Issuer (“New Pubco”); RPLY Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of New Pubco; RPLY BLKR Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of New Pubco; Blackstone Tactical Opportunities Fund (Urban Feeder) – NQ L.P., a Delaware limited partnership; Blackstone Tactical Opportunities Associates – NQ L.L.C., a Delaware limited liability company; BTO Urban Holdings L.L.C., a Delaware limited liability company, Blackstone Family Tactical Opportunities Investment Partnership – NQ – ESC L.P., a Delaware limited partnership, Libman Family Holdings LLC, a Connecticut limited liability company, The Mortgage Opportunity Group LLC, a Connecticut limited liability company, L and TF, LLC, a North Carolina limited liability company, UFG Management Holdings LLC, a Delaware limited liability company, and Joe Cayre; and BTO Urban and Family Holdings, solely in their joint capacity as the representative of the Sellers pursuant to Section 12.18 of the Transaction Agreement, Mr. Safra and EMS Opportunity entered into a letter agreement, dated October 12, 2020 (the “Sponsor Agreement”), with New Pubco, the Issuer, FoA, the Sponsor and the Issuer’s other officers and directors. The Sponsor Agreement amends and restates the Letter Agreement in its entirety.

Pursuant to the Sponsor Agreement, Mr. Safra, EMS Opportunity, the Sponsor and the Issuer’s other officers and directors (collectively, the “Sponsor Persons”) agreed to (i) vote or cause to be voted at the special meeting of the Issuer’s shareholders (the “Special Meeting”) to be held in connection with the transactions contemplated by the Transaction Agreement (collectively, the “Proposed Transaction”) all of their Founder Shares and all other equity securities that they hold in the Issuer in favor of each proposal in connection with the Proposed Transaction and the Transaction Agreement and any other matters reasonably necessary for consummation of the Proposed Transaction, (ii) use reasonable best efforts to cause to be done all reasonably necessary, proper or advisable actions to consummate the Proposed Transaction, (iii) waive all redemption rights and certain other rights in connection with the Proposed Transaction and (iv) be bound by the same exclusivity obligations that bind the Issuer and certain other parties in the Transaction Agreement. Also pursuant to the Sponsor Agreement, (a) immediately prior to the Domestication (as defined in the Transaction Agreement), all of the Private Placement Warrants owned by the Sponsor will be exchanged for Ordinary Shares (the “Warrant Exchange”) and (b) excluding the Founder Shares held by Daniel Marx, Mariano Bosch or Russell Colaco (unless transferred to any other Sponsor Person or permitted transferee thereof), 40% of the Founder Shares held by the Sponsor will be vested and wholly owned by the Sponsor as of the closing of the Proposed Transaction (the “Closing”) and 60% of the Founder Shares held by the Sponsor will be subject to vesting and forfeiture in accordance with terms and conditions set forth in the Sponsor Agreement. The Sponsor Agreement also provides for a one-year post-Closing lock-up period applicable to the transfer of a Sponsor Person’s New Pubco securities, other than any securities of the Issuer issued in Replay’s initial public offering or purchased on the open market, pursuant to the private placement to be consummated in connection with the Closing (the “PIPE”) or acquired through the Warrant Exchange (collectively, the “Excluded Securities”) and a 180-day post-Closing lock-up period applicable to the transfer of a Sponsor Person’s Excluded Shares, other than any Excluded Shares purchased in connection with the PIPE or on the open market after the date of the Sponsor Agreement.

The foregoing summary of certain terms of the Sponsor Agreement is not complete and is qualified in its entirety by reference to the full text of the Sponsor Agreement, which is referenced as Exhibit 10 to this Schedule 13D.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

The aggregate percentage of Ordinary Shares beneficially owned by Mr. Safra is calculated based upon 35,937,500 Ordinary Shares reported to be outstanding in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2019.

Item 6 of the Schedule 13D is hereby amended to incorporate by reference the additional information included in Item 4 of this Amendment No. 1.

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.