[ ]
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Rule 13d-1(b)
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[X]
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Rule 13d-1(c)
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[ ]
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Rule 13d-1(d)
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CUSIP NO. 33813J106
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Page 1 of 13 Pages
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1
|
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NAME OF REPORTING PERSONS
MOORE CAPITAL MANAGEMENT, LP
|
||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
|
||||
3
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SEC USE ONLY
|
||||
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
3,583,047
|
||
|
6
|
|
SHARED VOTING POWER
- 0 -
|
|||
|
7
|
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SOLE DISPOSITIVE POWER
3,583,047
|
|||
|
8
|
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SHARED DISPOSITIVE POWER
- 0 -
|
|||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,583,047
|
||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.5%
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||||
12
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TYPE OF REPORTING PERSON
PN; IA
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CUSIP NO. 33813J106
|
Page 2 of 13 Pages
|
1
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NAME OF REPORTING PERSONS
MOORE GLOBAL INVESTMENTS, LLC
|
|||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
|
|||
3
|
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SEC USE ONLY
|
|||
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
3,583,047
|
|
|
6
|
|
SHARED VOTING POWER
- 0 -
|
||
|
7
|
|
SOLE DISPOSITIVE POWER
3,583,047
|
||
|
8
|
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,583,047
|
|||
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
|||
11
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|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.5%
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|||
12
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TYPE OF REPORTING PERSON
OO
|
CUSIP NO. 33813J106
|
Page 3 of 13 Pages
|
1
|
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NAME OF REPORTING PERSONS
MOORE MACRO FUND, LP
|
|||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
|
|||
3
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SEC USE ONLY
|
|||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
BAHAMAS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
3,583,047
|
|
|
6
|
|
SHARED VOTING POWER
- 0 -
|
||
|
7
|
|
SOLE DISPOSITIVE POWER
3,583,047
|
||
|
8
|
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,583,047
|
|||
10
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
|||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (SEE INSTRUCTIONS) (9)
2.5%
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|||
14
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TYPE OF REPORTING PERSON
PN
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CUSIP NO. 33813J106
|
Page 4 of 13 Pages
|
1
|
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NAME OF REPORTING PERSONS
MOORE CAPITAL ADVISORS, L.L.C.
|
|||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
|
|||
3
|
|
SEC USE ONLY
|
|||
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
3,583,047
|
|
|
6
|
|
SHARED VOTING POWER
- 0 -
|
||
|
7
|
|
SOLE DISPOSITIVE POWER
3,583,047
|
||
|
8
|
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,583,047
|
|||
10
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
|||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
|
|||
12
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TYPE OF REPORTING PERSON
OO
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CUSIP NO. 33813J106
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Page 5 of 13 Pages
|
1
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NAME OF REPORTING PERSONS
MOORE STRATEGIC VENTURES, LLC
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|||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
|
|||
3
|
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SEC USE ONLY
|
|||
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
5,882,352
|
|
|
6
|
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SHARED VOTING POWER
- 0 -
|
||
|
7
|
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SOLE DISPOSITIVE POWER
5,882,352
|
||
|
8
|
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,882,352
|
|||
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
|||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
|
|||
12
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|
TYPE OF REPORTING PERSON
OO
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CUSIP NO. 33813J106
|
Page 6 of 13 Pages
|
1
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NAME OF REPORTING PERSONS
LOUIS M. BACON
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
|
|||
3
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SEC USE ONLY
|
|||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
9,465,399
|
|
|
6
|
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SHARED VOTING POWER
- 0 -
|
||
|
7
|
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SOLE DISPOSITIVE POWER
9,465,399
|
||
|
8
|
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,465,399
|
|||
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
|||
11
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
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|||
12
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TYPE OF REPORTING PERSON
IN
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CUSIP NO. 33813J106
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Page 7 of 13 Pages
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Item 1(a).
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Name of Issuer:
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Fisker Inc. (the “Issuer”).
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Item 1(b).
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Address of the Issuer's Principal Executive Offices:
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1888 Rosecrans Avenue
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Manhattan Beach, CA 90266
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Item 2(a).
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Name of Person Filing
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This statement is being filed (1) by Moore Capital Management, LP, a Delaware limited partnership (“MCM”), (2) by Moore Global Investments, LLC, a Delaware limited liability company
(“MGI”), (3) by Moore Macro Fund, LP, a Bahamian limited partnership (“MMF”), (4) by Moore Capital Advisors, L.L.C., a Delaware limited liability company (“MCA”), (5) Moore Strategic Ventures, LLC, a Delaware limited liability company (“MSV”)
and (6) by Louis M. Bacon (“Mr. Bacon”), a United States citizen, in his capacity as chairman, chief executive officer and director of MCM. MCM serves as discretionary investment manager to MGI. MMF is the sole managing member of MGI. Mr.
Bacon is the chairman and director of MCA and is the indirect beneficial owner of MSV. This statement relates to Shares (as defined below) held by MGI and MSV. Each of MCM, MGI, MMF, MCA, MSV and Mr. Bacon, in the capacities set forth above,
may be deemed to be the beneficial owner of Shares, as applicable.
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The principal business office of each of MCM, MGI, MCA, MSV and Mr. Bacon is located at Eleven Times Square, New York, New York 10036. The principal business office of
MMF is located at Citco Fund Services (Bahamas) Limited, One Montague Place, 1st Floor, East Bay Street, P.O. Box N-4906, Nassau, Bahamas.
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Item 2(c).
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Citizenship:
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i)
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MCM is a Delaware limited partnership;
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ii)
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MGI is a Delaware limited liability company;
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iii)
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MMF is a Bahamas limited partnership;
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iv)
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MCA is a Delaware limited liability company;
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v)
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MSV is a Delaware limited liability company; and
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vi)
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Mr. Bacon is a United States citizen.
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Item 2(d).
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Title of Class of Securities:
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Class A Common Stock, $0.00001 par value per share (the "Shares").
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Item 2(e).
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CUSIP Number:
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33813J106
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CUSIP NO. 33813J106
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Page 8 of 13 Pages
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
|||
This Item 3 is not applicable.
|
||||
Item 4.
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Ownership:
|
|||
Item 4(a).
|
Amount Beneficially Owned:
|
|||
As of the date hereof, each of MCM, MGI, MMF, MCA and Mr. Bacon may be deemed to be the beneficial owner of 3,583,047 Shares held by MGI and each of MSV and Mr. Bacon may be deemed to be
the beneficial owner of 5,882,352 Shares held by MSV.
|
||||
Item 4(b).
|
Percent of Class:
|
|||
According to the Issuer’s Prospectus filed pursuant to Rule 424(b)(3) on December 9, 2020, the number of Shares anticipated to be outstanding as of November 30, 2020 was 144,903,975. As of
the date hereof, each of MCM, MGI, MMF and MCA may be deemed to be the beneficial owner of 2.5% of the total number of Shares outstanding, MSV may be deemed to be the beneficial owner of 4.1% of the total number of Shares outstanding and Mr.
Bacon may be deemed to be the beneficial owner of 6.5% of the total number of Shares outstanding.
|
||||
Item 4(c).
|
Number of shares as to which such person has:
|
|||
MCM
|
||||
(i)
|
Sole power to vote or direct the vote
|
3,583,047
|
||
(ii)
|
Shared power to vote or to direct the vote
|
0
|
||
(iii)
|
Sole power to dispose or to direct the disposition of
|
3,583,047
|
||
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
MGI
|
|||
(i)
|
Sole power to vote or direct the vote
|
3,583,047
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
3,583,047
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
MMF
|
|||
(i)
|
Sole power to vote or direct the vote
|
3,583,047
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
3,583,047
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
MCA
|
|||
(i)
|
Sole power to vote or direct the vote
|
3,583,047
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
3,583,047
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
|
MSV
|
|||
(i)
|
Sole power to vote or direct the vote
|
5,882,352
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
5,882,352
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
|
Mr. Bacon
|
|||
(i)
|
Sole power to vote or direct the vote
|
9,465,399
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
9,465,399
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
CUSIP NO. 33813J106
|
Page 9 of 13 Pages
|
Item 5.
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Ownership of Five Percent or Less of a Class:
|
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of
securities, check the following [ ].
|
|
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
|
This Item 6 is not applicable.
|
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Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
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This Item 7 is not applicable.
|
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Item 8.
|
Identification and Classification of Members of the Group:
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This Item 8 is not applicable.
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Item 9.
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Notice of Dissolution of Group:
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This Item 9 is not applicable.
|
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Item 10.
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Certification:
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By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.
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CUSIP NO. 33813J106
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Page 10 of 13 Pages
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Date: December 15, 2020
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MOORE CAPITAL MANAGEMENT, LP
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By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
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Date: December 15, 2020
|
MOORE GLOBAL INVESTMENTS, LLC
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By: Moore Capital Management, LP
|
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By: /s/ James E. Kaye
|
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James E. Kaye
|
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Vice President
|
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Date: December 15, 2020
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MOORE MACRO FUND, LP
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By: Moore Capital Management, LP
|
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By: /s/ James E. Kaye
|
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James E. Kaye
|
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Vice President
|
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Date: December 15, 2020
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MOORE CAPITAL ADVISORS, L.L.C.
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By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
Date: December 15, 2020
|
MOORE STRATEGIC VENTURES, LLC
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By: /s/ James E. Kaye
|
|
James E. Kaye
|
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Vice President
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Date: December 15, 2020
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LOUIS M. BACON
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By: /s/ James E. Kaye
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James E. Kaye
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Attorney-in-Fact
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CUSIP NO. 33813J106
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Page 11 of 13 Pages
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A.
|
Joint Filing Agreement, dated as of December 15, 2020, by and between
Moore Capital Management, LP, Moore Global Investments, LLC, Moore Macro Fund, LP, Moore Capital Advisors, L.L.C., Moore Strategic Ventures, LLC and Louis M. Bacon …....................
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15
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B. |
Power of Attorney, dated as of July 5, 2007, granted by Louis M. Bacon in favor James E. Kaye and Anthony J. DeLuca........................................................................
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16
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CUSIP NO. 33813J106
|
Page 12 of 13 Pages
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Date: December 15, 2020
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MOORE CAPITAL MANAGEMENT, LP
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By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
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Date: December 15, 2020
|
MOORE GLOBAL INVESTMENTS, LLC
|
By: Moore Capital Management, LP
|
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By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
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Date: December 15, 2020
|
MOORE MACRO FUND, LP
|
By: Moore Capital Management, LP
|
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
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Date: December 15, 2020
|
MOORE CAPITAL ADVISORS, L.L.C.
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
Date: December 15, 2020
|
MOORE STRATEGIC VENTURES, LLC
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
Date: December 15, 2020
|
LOUIS M. BACON
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Attorney-in-Fact
|
CUSIP NO. 33813J106
|
Page 13 of 13 Pages
|
/s/ Louis M. Bacon |
|
Louis M. Bacon |