| | |
| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| WASHINGTON, DC 20549 |
|
| FORM 12b-25 |
|
| NOTIFICATION OF LATE FILING |
|
| COMMISSION FILE NUMBER |
| 001-40308 |
|
| CUSIP NUMBER |
| 31738L107 |
|
| | | | | | | | | | | |
| (Check One): | ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR | |
| | For Period Ended: March 31, 2023 | |
| | ¨ Transition Report on Form 10-K | |
| | ¨ Transition Report on Form 20-F | |
| | ¨ Transition Report on Form 11-K | |
| | ¨ Transition Report on Form 10-Q | |
| | For the Transition Period Ended: | |
| | |
| Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
| | |
| If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A |
PART I — REGISTRANT INFORMATION
| | |
| Finance of America Companies Inc. |
| Full name of Registrant |
|
| N/A |
| Former Name if Applicable |
|
| 5830 Granite Parkway, Suite 400 |
| Address of Principal Executive Office (Street and number) |
|
| | |
| Plano, Texas 75024 |
| City, State and Zip Code |
PART II — RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)
| | | | | | | | |
| (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
x | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, Form N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed.)
Finance of America Companies Inc. (the “Company”) is unable to file, without unreasonable effort and expense, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Q1 10-Q”) because the Company requires additional time (i) to compile and analyze information related to (a) its recent asset purchase transaction with Bloom Retirement Holdings Inc. (formerly known as American Advisors Group) and (b) its accounting for discontinued operations, and (ii) to complete its financial reporting process. The Q1 10-Q will be filed on or before the fifth calendar day following the prescribed due date of the Company’s Form 10-Q.
Forward-Looking Statements
This filing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including with respect to the Company’s expectations regarding the Q1 10-Q filing. Forward-looking statements are not historical facts or statements of current conditions, but instead represent only management’s beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of the Company’s control. These statements are subject to risks, uncertainties, assumptions, and other important factors. Factors that could cause the Company’s actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to, those described in the section entitled “Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 16, 2023, as such factors may be amended and updated from time to time in the Company’s subsequent periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Readers are cautioned not to put undue reliance on such forward-looking statements because actual results may vary materially from those expressed or implied. The Company assumes no obligation to, and expressly disclaims any obligation to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as required by applicable law.
PART IV — OTHER INFORMATION
| | | | | |
| (1) | Name and telephone number of person to contact in regard to this notification |
| | | | | | | | | | | | | | |
| Johan Gericke | | (877) | | 202-2666 |
| (Name) | | (Area Code) | | (Telephone Number) |
| | | | | |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). x Yes ¨ No |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ¨ Yes x No |
| If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
| | |
| Finance of America Companies Inc. |
| (Name of Registrant as Specified in Charter) |
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | | | | | |
| Dated: May 10, 2023 | By: | By: /s/ Johan Gericke |
| | Name: Johan Gericke |
| | Title: Chief Financial Officer |