Item 5. Market for Registrant’s Common Equity
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
(a) Market
Information
Our units, Class A ordinary shares and warrants
are each traded on the NYSE under the symbols “FACT.U,” “FACT” and “FACT WS,” respectively. Our units
commenced public trading on February 26, 2021. Our Class A ordinary shares and warrants began separate trading on April 19, 2021.
(b) Holders
On April 3,
2023, there was 1 holder of record of our units, 2 holders of record of our Class A ordinary shares, 6 holders of record of our Class
B ordinary shares and 2 holders of record of our warrants.
(c) Dividends
We have not paid any cash dividends on our ordinary
shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash
dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition
subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination
will be within the discretion of our board of directors at such time. If we incur any indebtedness, our ability to declare dividends may
be limited by restrictive covenants we may agree to in connection therewith.
(d) Securities
Authorized for Issuance Under Equity Compensation Plans
None.
(e) Performance
Graph
Not applicable.
(f) Recent
Sales of Unregistered Securities; Use of Proceeds from Registered Offerings
Unregistered Sales
On December 30, 2020, our sponsor paid $25,000,
or approximately $0.003 per share, to cover certain offering costs in exchange for 8,625,000 founder shares (retroactively adjusting for
the issuance of 1,437,500 founder shares resulting from a share dividend effected by the Company on February 25, 2021). Our sponsor transferred
25,000 founder shares each to Noreen Doyle, William Janetschek and David Poritz and an aggregate of 47,500 founder shares to certain employees
and consultants. On April 8, 2022, David Poritz resigned from our board of directors and returned his 25,000 founder shares to our sponsor.
On May 10, 2022, Nell Cady-Kruse was appointed to our board of directors, and our sponsor transferred 25,000 founder shares to her. As
a result, our sponsor now owns 8,502,500 founder shares.
The founder shares will automatically convert
into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one
basis, subject to certain adjustments. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed
issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all founder
shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving
effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued,
or deemed issued or issuable upon conversion or exercise of any equity-linked securities issued or deemed issued, by the Company in connection
with the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable
for or convertible into Class A ordinary shares issued, deemed issued or to be issued, to any seller in the initial business combination
and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans; provided that
such conversion of founder shares will never occur on a less than one-for-one basis. The term “equity-linked securities” refers
to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing
transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt.
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With certain limited exceptions, the founder shares
are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsor,
each of whom are subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our initial business
combination or (B) subsequent to our initial business combination, (x) if the last reported sale price of the ordinary shares equals or
exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination,
or (y) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange,
reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their Class A
ordinary shares for cash, securities or other property.
Our sponsor purchased 6,266,667 private placement
warrants at a price of $1.50 per warrant in a private placement that occurred concurrently with the closing of our initial public offering
and generated gross proceeds of $9,400,000. Each private placement warrant is exercisable for one Class A ordinary share at a price of
$11.50 per share. The proceeds from the sale of the private placement warrants were added to the net proceeds from the initial public
offering held in the trust account. If we do not complete a business combination during the Extension Period, the private placement warrants
will expire worthless. The private placement warrants are non-redeemable and exercisable on a cashless basis so long as they are held
by our sponsor or its permitted transferees. The sale of the private placement warrants was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act.
Use of Proceeds
On March 2, 2021, we consummated our initial public
offering of 34,500,000 units, at $10.00 per unit, generating gross proceeds of approximately $345.0 million.
In connection with our initial public offering,
we incurred offering costs of approximately $19.18 million, inclusive of approximately $12.08 million in deferred underwriting commissions.
Other incurred offering costs consisted principally of preparation fees related to our initial public offering. After deducting the underwriting
discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the initial business combination,
if consummated) and our initial public offering expenses, $345.0 million of the net proceeds from our initial public offering and certain
of the proceeds from the private placement of the private placement warrants (or $10.00 per unit sold in our initial public offering)
was placed in the trust account. The net proceeds of our initial public offering and certain proceeds from the sale of the private placement
warrants are held in the trust account and invested as described elsewhere in this Annual Report.
There has been no material change in the planned
use of the proceeds from our initial public offering and private placement as is described in the Company’s final prospectus (File
No. 333-252940) dated February 26, 2021, which was declared effective by the SEC on February 25, 2021.
(g) Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item
6. [Reserved]
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.