Finance Of America Companies (FOA) SC 13D/A Finance of America Companies / Bloom Retirement ownership change

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

Finance of America Companies Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

31738L107

(CUSIP Number)

Reza Jahangiri
895 Dove Street, Suite 300,
Newport Beach, CA, 92660
866-948-0003

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/27/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 31738L107

1

Name of reporting person

Bloom Retirement Holdings Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

  (a)
  (b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,622,448.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,622,448.00

11

Aggregate amount beneficially owned by each reporting person

2,622,448.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.5 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 31738L107

1

Name of reporting person

Reza Jahangiri

2

Check the appropriate box if a member of a Group (See Instructions)

  (a)
  (b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,622,448.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,622,448.00

11

Aggregate amount beneficially owned by each reporting person

2,622,448.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.5 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock
(b)	Name of Issuer: Finance of America Companies Inc.
(c)	Address of Issuer's Principal Executive Offices: 5830 GRANITE PARKWAY, SUITE 400, Plano, TEXAS , 75024.
Item 1 Comment: This Amendment No. 7 to Schedule 13D ("Amendment No. 7") amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission on April 10, 2023 (as amended to date, the "Schedule 13D"), relating to the shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of Finance of America Companies Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained on the cover pages is incorporated by reference to this Item 5. The Reporting Persons may be deemed to beneficially own 2,622,448 shares of Class A Common Stock, representing 9.49% of the Class A Common Stock outstanding based upon 9,926,412 shares of Class A Common Stock outstanding as of November 5, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q filed by the Issuer on November 8, 2024.
(b)	The information contained on the cover pages is incorporated by reference to this Item 5. Bloom Retirement Holdings Inc. is the record holder of 47,841 shares of Class A Common Stock and 2,574,607 FOAEC Units, as reported herein. Mr. Jahangiri is the majority shareholder of Bloom Retirement Holdings Inc. and may be deemed to share voting and dispositive power over the securities held by Bloom Retirement Holdings Inc. The percent of class beneficially owned as reported above gives effect to the Conversion Agreement as previously disclosed in Item 4. The FOAEC Units reported above represent the maximum number of FOAEC Units that may be issued pursuant to the Asset Purchase Agreement. Under the Asset Purchase Agreement, Bloom Retirement Holdings Inc. will be issued FOAEC Units only to the extent that its ownership does not exceed 9.49% of the outstanding shares of Class A Common Stock (giving effect to the deemed exchange of all outstanding FOAEC Units) until, among other conditions, certain consents, approvals, authorizations and waivers are satisfied (the "Control Condition"). Each FOAEC Unit is exchangeable into Class A Common Stock on a one-for-one basis at the option of the holder.
(c)	Since the Reporting Persons' most recent filing in Schedule 13D, Bloom Retirement Holdings Inc. has disposed of 131,420 shares of Class A Common Stock in a series of open-market transactions. Details by date, listing the number of shares of Class A Common Stock disposed of and the weighted average price per share, are provided below. The Reporting Persons undertake to provide, upon request by the staff of the SEC, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for each transaction: January 14, 2025 -Shares Disposed of: 9,371 -Weighted Average Price Per Share: $27.2112 January 15, 2025 -Shares Disposed of: 11,175 -Weighted Average Price Per Share: $26.5556 January 22, 2025 -Shares Disposed of: 10,411 -Weighted Average Price Per Share: $26.1402 January 23, 2025 -Shares Disposed of: 8,254 -Weighted Average Price Per Share: $26.3556 January 29, 2025 -Shares Disposed of: 10,426 -Weighted Average Price Per Share: $26.3692 January 30, 2025 -Shares Disposed of: 11,215 -Weighted Average Price Per Share: $25.2985 February 4, 2025 -Shares Disposed of: 6,879 -Weighted Average Price Per Share: $24.3018 February 5, 2025 -Shares Disposed of: 6,727 -Weighted Average Price Per Share: $24.5921 February 10, 2025 -Shares Disposed of: 6,635 -Weighted Average Price Per Share: $24.2765 February 11, 2025 -Shares Disposed of: 4,585 -Weighted Average Price Per Share: $24.5047 February 14, 2025 -Shares Disposed of: 5,531 -Weighted Average Price Per Share: $24.9185 February 18, 2025 -Shares Disposed of: 8,089 -Weighted Average Price Per Share: $25.8804 February 21, 2025 -Shares Disposed of: 7,693 -Weighted Average Price Per Share: $22.8091 February 24, 2025 -Shares Disposed of: 15,390 -Weighted Average Price Per Share: $21.7376 February 27, 2025 -Shares Disposed of: 3,346 -Weighted Average Price Per Share: $23.0426 February 28, 2025 -Shares Disposed of: 5,693 -Weighted Average Price Per Share: $22.5783
(d)	None.
(e)	Not applicable.

SIGNATURE
	After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Bloom Retirement Holdings Inc.

Signature:	/s/ Reza Jahangiri
Name/Title:	Reza Jahangiri, Majority Shareholder
Date:	03/03/2025

Reza Jahangiri

Signature:	/s/ Reza Jahangiri
Name/Title:	Reza Jahangiri
Date:	03/03/2025