SecProbe.io

CORRESP
 1
 filename1.htm

 Document Finance of America Companies Inc. 5830 Granite Parkway, Suite 400 Plano, Texas 75024 February 23, 2026 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Madeleine Joy Mateo Re: Finance of America Companies Inc. Registration Statement on Form S-3  File No. 333-293476  Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933 (as amended, the “Securities Act”), Finance of America Companies Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 5:00 p.m., Washington, D.C. time, on February 25, 2026, or as soon as possible thereafter. In this regard, the Company is aware of its obligations under the Securities Act. Very truly yours, FINANCE OF AMERICA COMPANIES INC. By: /s/ Lauren E. Richmond Name: Lauren E. Richmond Title: Chief Legal Officer, General Counsel & Secretary cc: William R. Golden III, Simpson Thacher & Bartlett LLP

February 19, 2026
Graham A. Fleming
Chief Executive Officer
Finance of America Companies Inc.
5830 Granite Parkway, Suite 400
Plano, TX 75024
Re:Finance of America Companies Inc.
Registration Statement on Form S-3
Filed on February 13, 2026
File No. 333-293476
Dear Graham A. Fleming:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Madeleine Joy Mateo at 202-551-3465 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:William Golden, Esq.

CORRESP
 1
 filename1.htm

 Document Finance of America Companies Inc. 5830 Granite Parkway, Suite 400 Plano, Texas 75024 April 3, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Aisha Adegbuyi Re: Finance of America Companies Inc. Registration Statement on Form S-3 File No. 333-285840 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933 (as amended, the “Securities Act”), Finance of America Companies Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 2:00 p.m., Washington, D.C. time, on April 7, 2025, or as soon as possible thereafter. In this regard, the Company is aware of its obligations under the Securities Act. Very truly yours, FINANCE OF AMERICA COMPANIES INC. By: /s/ Lauren E. Richmond Name: Lauren E. Richmond Title: Chief Legal Officer, General Counsel & Secretary cc: William R. Golden III, Simpson Thacher & Bartlett LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 26, 2025

Graham A. Fleming
Chief Executive Officer
Finance of America Companies Inc.
5830 Granite Parkway, Suite 400
Plano, TX 75024

 Re: Finance of America Companies Inc.
 Registration Statement on Form S-3
 Filed March 14, 2025
 File No. 333-285840
Dear Graham A. Fleming:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Aisha Adegbuyi at 202-551-8754 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: William Golden, Esq.
</TEXT>
</DOCUMENT>

October 9, 2024
Graham Fleming
Chief Executive Officer
Finance of America Companies Inc.
5830 Granite Parkway, Suite 400
Plano, Texas 75024
Re:Finance of America Companies Inc.
Preliminary Information Statement on Schedule 14C
Filed September 17, 2024
File No. 001-40308
Dear Graham Fleming:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Arielle L. Katzman

CORRESP
1
filename1.htm

CORRESP

 SIMPSON THACHER & BARTLETT LLP

900 G STREET, NW

 WASHINGTON, D.C.
20001

 TELEPHONE:
+1-202-636-5500

FACSIMILE:
+1-202-636-5502

 Direct Dial Number

E-mail Address

 (202) 636-5526

wgolden@stblaw.com

 October 4, 2024

VIA EDGAR

 Re: Finance of America Companies Inc.

 Preliminary Information Statement

 Filed September 17,
2024

 File No. 001-40308

Robert Arzonetti

 Susan Block

Division of Corporation Finance

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington D.C. 20549

Dear Mr. Arzonetti and Ms. Block:

 On behalf of
Finance of America Companies Inc. (“FOA”), we are providing the following responses to the comment letter, dated October 1, 2024, from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and
Exchange Commission, regarding the above-referenced Preliminary Information Statement on Schedule 14C (as amended by Amendment No. 1, which is being filed concurrently with this response letter, the “Information Statement”). To assist
your review, we have retyped the text of the Staff’s comments in italics below. The responses and information described below are based upon information provided to us by FOA. All defined terms used herein that are not otherwise defined herein
have the respective meanings ascribed to such terms in the Information Statement.

 General

1. We note that it appears that the approval of the issuance of up to 5,454,546 shares of your Class A Common Stock is intended to facilitate the
issuance of certain exchangeable notes expected to be issued by Finance of America Companies Inc, your subsidiary, which notes are convertible into such Class A Common Stock. Given that this proposal involves the approval by shareholders of the
issuance of additional securities “otherwise than for exchange for outstanding securities,” please revise your disclosure to include the information required by Item 13(a) of Schedule 14A pursuant to Item 11(e) of
Schedule 14A. Refer to Note A to Schedule 14A which applies to you through Item 1 of Schedule 14C.

 FOA acknowledges the
Staff’s comment and has revised its disclosure on page 13 of the Information Statement by adding a new “Incorporation by Reference” section to provide the information required by Item 13(a) of Schedule 14A, as
applicable.

 Securities and Exchange Commission

 October 4, 2024

Description of the Transactions and Exchangeable Notes

Effect of the Transactions upon Rights of Existing, page 7

2. Please expand your disclosure to describe the general effect upon the rights of existing security holders of the transactions described. This disclosure
should describe in particular the dilutive impact on existing shareholders of the issuance of common stock upon conversion of the exchangeable notes. Include disclosure in this section that provides the amount of the dilutive effect of this issuance
on the book value per share of your common stock and the percentage by which the existing shareholders’ ownership will decrease upon this issuance. Refer to Item 11(d) of Schedule 14A.

FOA acknowledges the Staff’s comment and has expanded its disclosure, commencing on page 7 of the Information Statement under “Effect of the
Transactions upon Rights of Existing Stockholders” to address the matters identified in the Staff’s comment, including a discussion of the dilutive impact on existing shareholders of the issuance of Class A Common Stock upon exchange
of the Exchangeable Notes and a quantification of the impact of such issuance on the book value per share of the Class A Common Stock.

 Please do not
hesitate to call me at (202) 636-5526 with any questions or further comments you may have regarding this filing or if you wish to discuss the above responses.

Very truly yours,

/s/ William R. Golden III

William R. Golden III

 cc:

 Finance of America
Companies Inc.

 Lauren Richmond, Chief Legal Officer, General Counsel & Secretary

 2

October 1, 2024
Graham Fleming
Chief Executive Officer
Finance of America Companies Inc.
5830 Granite Parkway, Suite 400
Plano, Texas 75024
Re:Finance of America Companies Inc.
Preliminary Information Statement on Schedule 14C
Filed September 17, 2024
File No. 001-40308
Dear Graham Fleming:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Preliminary Information Statement on Schedule 14C
General
1.We note that it appears that the approval of the issuance of up to 5,454,546 shares of
your Class A Common Stock is intended to facilitate the issuance of certain exchangeable
notes expected to be issued by Finance of America Companies Inc, your subsidiary,
which notes are convertible into such Class A Common Stock. Given that this proposal
involves the approval by shareholders of the issuance of additional securities "otherwise
than for exchange for outstanding securities," please revise your disclosure to include the
information required by Item 13(a) of Schedule 14A pursuant to Item 11(e) of Schedule
14A. Refer to Note A to Schedule 14A which applies to you through Item 1 of Schedule
14C.
Description of the Transactions and Exchangeable Notes
Effect of the Transactions upon Rights of Existing, page 7
Please expand your disclosure to describe the general effect upon the rights of existing
security holders of the transactions described. This disclosure should describe in particular 2.

October 1, 2024
Page 2
the dilutive impact on existing shareholders of the issuance of common stock upon
conversion of the exchangeable notes. Include disclosure in this section that provides the
amount of the dilutive effect of this issuance on the book value per share of your common
stock and the percentage by which the existing shareholders´ ownership will decrease
upon this issuance. Refer to Item 11(d) of Schedule 14A.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Robert Arzonetti at 202-551-8819 or Susan Block at 202-551-3210 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

CORRESP

 Finance of America Companies Inc.

5830 Granite Parkway, Suite 400

Plano, Texas 75024

 August 30,
2023

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Aisha Adegbuyi

 Re:  Finance of America Companies Inc.

    Registration Statement on Form S-3

    File No. 333-274081

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933 (as amended, the “Securities Act”), Finance of America Companies Inc. (the
“Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 2:00 p.m., Washington, D.C. time, on September 1, 2023, or as soon as possible
thereafter. In this regard, the Company is aware of its obligations under the Securities Act.

 Very truly yours,

 FINANCE OF AMERICA COMPANIES INC.

 By:

 /s/ Lauren E. Richmond

 Name:

Lauren E. Richmond

 Title:

Chief Legal Officer, General Counsel & Secretary

 cc: William R. Golden III, Simpson Thacher & Bartlett LLP

United States securities and exchange commission logo
August 28, 2023
Graham Fleming
Chief Executive Officer
Finance of America Companies Inc.
5830 Granite Parkway,
Suite 400,
Plano, Texas 75024
Re:Finance of America Companies Inc.
Registration Statement on Form S-3
Filed August 18, 2023
File No. 333-274081
Dear Graham Fleming:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Aisha Adegbuyi at 202-551-8754 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       William Golden

CORRESP
1
filename1.htm

CORRESP

 June 7, 2022

VIA EDGAR

Re:
 FINANCE OF AMERICA COMPANIES INC.

Post-Effective Amendment on Form S-3

File No. 333-256453

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Jessica Livingston

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Finance of America Companies Inc. (the “Company”) hereby requests
that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 2:00 p.m., Washington, D.C. time, on June 9, 2022, or as soon as possible thereafter. In this regard, the Company is aware
of its obligations under the Securities Act.

 [Signature Page Follows]

Very truly yours,

FINANCE OF AMERICA COMPANIES INC.

By:

 /s/ Anthony W. Villani

Name:

Anthony W. Villani

Title:

Chief Legal Officer

 [Signature Page to Acceleration Request Letter]

CORRESP
1
filename1.htm

CORRESP

 Simpson Thacher & Bartlett LLP

900 G STREET, N.W.

 WASHINGTON,
D.C. 20001

 TELEPHONE:
+1-202-636-5500

FACSIMILE:
+1-212-455-2502

Direct Dial Number

E-mail Address

(202) 636-5526

wgolden@stblaw.com

 May 24, 2022

VIA EDGAR

Re:
 Finance of America Companies Inc.

Post-Effective Amendment on Form S-3

Filed April 20, 2022

 File No. 333-256453

 Jessica Livingston

Division of Corporation Finance

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington D.C. 20549

Dear Ms. Livingston:

 On behalf of Finance of
America Companies Inc. (“FOA Inc.” or the “Registrant”), we are providing the following responses to your comment letter, dated May 9, 2022, regarding the above-referenced Registration Statement. To assist your review, we
have retyped the text of the Staff’s comments in italics below. The responses and information described below are based upon information provided to us by the Registrant.

General

 1. You do not appear to be eligible to
use Form S-3 for the proposed transaction. It appears that the effectiveness on February 12, 2021 of your Form S-4 relating to your SPAC business
combination triggered a 15(d) reporting obligation that began on February 12, 2021, and that you failed to provide the predecessor December 31, 2020 financial statements when due. Based on section 1330.5 of the
Division’s Financial Reporting Manual, your December 31, 2020 financial statements were due either 90 days after fiscal year end if the company filed a Form 8-A, or 90 days after
effectiveness of the Securities Act registration statement that triggered the 15(d) obligation. Although you filed a 10-K/A restating the SPAC’s December 31, 2020 financials, a 10-K containing your own December 31, 2020 financials was never filed. To be eligible to use Form S-3, registrants must timely file all required reports
during the twelve calendar months prior to the filing of the registration statement, subject to certain limited exceptions. See General Instruction I.A.3(b) of Form S-3. Please advise us as to the reasons you
believe that you are eligible to file on Form S-3, or re-file your post-effective amendment to Form S-1 on the appropriate
form.

Securities and Exchange Commission

May 24, 2022

 For the reasons discussed below, the Registrant respectfully advises the Staff that it is eligible to file
its post-effective amendment on Form S-3 because it has satisfied all required criteria, including the timely filing of all required SEC reports in the twelve months preceding the Form S-3 filing.

 Set forth below is a brief summary of the relevant reporting history of the Registrant (CIK
No. 0001828937) supporting its S-3 eligibility, including the reporting history of the Registrant’s predecessor registrant Replay Acquisition Corp. (“Replay”) (CIK No. 0001763731), a
publicly traded special purpose acquisition shell company:

•

 On April 3, 2019, in connection with Replay’s initial public offering, Replay registered its units,
ordinary shares and warrants under Section 12(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and began trading on the New York Stock Exchange.

•

 On October 9, 2020, FOA Inc. was formed as a wholly-owned subsidiary of Replay for the purpose of
facilitating the Business Combination (as defined below). At all times prior to the Business Combination, FOA Inc. had nominal assets and no operations or activity.

•

 On February 10, 2021, Replay and FOA Inc. jointly filed a
pre-effective amendment to the Registration Statement on Form S-4 (the “Form S-4”) relating to the Business
Combination, which was declared effective on February 12, 2021.

•

 On March 25, 2021, Replay filed its Annual Report on Form 10-K for
the year ended December 31, 2020 (the “Replay 2020 10-K”), which included the audited consolidated financial statements of Replay as of December 31, 2020 and 2019 and for the years then
ended. The audited consolidated financial statements of Replay as of and for year ended December 31, 2020 included the accounts of FOA Inc., Replay’s wholly-owned subsidiary, although as noted above, FOA Inc. had only nominal assets and no
operations or activity during this period.

•

 On April 1, 2021, Replay completed a business combination with Finance of America Equity Capital LLC
(“FoA LLC”) whereby Replay combined with FoA LLC in a series of transactions (collectively, the “Business Combination”) that resulted in FOA Inc., a former wholly-owned subsidiary of Replay with no operations as described above,
becoming a publicly-traded company on the New York Stock Exchange (NYSE) and controlling FoA LLC in an “UP-C” structure. In the Business Combination, the ordinary shares and warrants of Replay were
converted into the right to receive corresponding shares of Class A common stock and warrants of FOA Inc. Upon issuance, the shares of Class A common stock and warrants of FOA Inc. were deemed to be registered under Section 12(b) of
the Exchange Act by operation of Rule 12g-3.

•

 On April 7, 2021, FOA Inc. filed a report on Form 8-K12B (the
“Super 8-K”), to report, among other things, the completion of the Business Combination and that FOA Inc. had become the successor registrant of Replay pursuant to Rule
12g-3(f) under the Exchange Act, and had assumed Replay’s 12(b) reporting obligations. In accordance with Item 2.01(f) of Form 8-K, the Super 8-K included the information that would have been required if FOA Inc. were filing a general form for the registration of its shares of Class A common stock and warrants on Form 10 under the Exchange Act,
including the audited consolidated financial statements of FoA LLC, as accounting predecessor, as of December 31, 2020 and 2019 and for the three years then ended.

 2

Securities and Exchange Commission

May 24, 2022

•

 On April 15, 2021, Replay Acquisition LLC (f/k/a Replay Acquisition Corp.) filed a Form 15-12B to deregister its ordinary shares, warrants and units, pursuant to Rule 12g-4(a)(1) and Rule 12h-3(b)(1)(i) of the Exchange Act.

•

 Following the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose
Acquisition Companies issued on April 12, 2021 (the “Warrant Guidance”), the Registrant, as successor registrant to Replay, filed Amendment No. 1 to the Replay 2020 10-K on May 17,
2021 (the “Form 10-K/A”) to restate Replay’s financial statements for the year ended December 31, 2020 consistent with the principles set forth in the Warrant Guidance.

•

 On May 25, 2021, the Registrant filed a “long-form” registration statement on Form S-1 (the “Form S-1”), which registered the resale of the Registrant’s Class A Common Stock held by the PIPE investors and certain other stockholders along
with Class A Common Stock to be issued upon exercise of outstanding warrants originally issued in the initial public offering of Replay. The Form S-1 also included the requisite financial statements
of Replay (as restated) and FoA LLC.

•

 On April 20, 2022, the Registrant filed an amendment to its Form S-1
using a “short-form” registration statement on Form S-3, to streamline its disclosure obligations and continue the offering covered by the Form S-1.

 As noted above, FOA Inc. advises the Staff that the 2020 audited financial statements of Replay and FoA LLC, which were omitted from
the Form S-4, were subsequently timely filed. The 2020 audited financial statements of Replay, which included the accounts of its wholly-owned subsidiary FOA Inc., were included in the Replay 2020 10-K filed on March 25, 2021. The 2020 audited financial statements of FoA LLC were included in the Super 8-K filed on April 7, 2021. To the extent that FOA Inc.
incurred by virtue of the Form S-4 a separate obligation under Section 15(d) of the Exchange Act to file its audited financial statements, this obligation was suspended when its securities were registered
under Section 12(b) of the Exchange Act, as described above. FOA Inc. respectfully submits that in any event such financial statements, which as noted above relate to a period in which FOA Inc. had no operations or activity and only nominal
assets, would not have provided meaningful information to investors.

 Supplementally, FOA Inc. observes that the Form
S-4 included an audited balance sheet of FOA Inc. as of October 9, 2020 reflecting its nominal capital of $1.00 and one outstanding share and that an updated report as of December 31, 2020 would not
have modified the information presented since FOA Inc. had no activity through December 31, 2020. The accompanying notes to the balance sheet included in the Form S-4 capture the fact that an update as of
December 31, a date that preceded the Business Combination, would not have changed the content. The notes explain that:

•

 pursuant to a reorganization into a holding corporation structure, the shell company would become a holding
corporation and its sole material asset was expected to be an equity interest in FoA LLC; and

•

 separate consolidated statements of operations, changes in stockholder’s equity, and cash flows were not
presented because there have been no activities in the consolidated entities, other than for formation costs incurred.

 By contrast, the
content of FOA Inc.’s Super 8-K included the fulsome disclosure that would have been required by Form 10 in connection with the registration of its securities under the Exchange Act, including the audited
Consolidated Financial Statements of FoA LLC as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018, as well as related Management’s Discussion and Analysis of Financial Condition and Results of
Operations and pro forma financial information, risk factors, a business description, executive compensation disclosure and beneficial ownership information.

 3

Securities and Exchange Commission

May 24, 2022

 Based upon the foregoing facts and considerations, we believe that the Registrant appropriately filed its
post-effective amendment to its Form S-1 on Form S-3 and that the Registrant is S-3 eligible because it has been subject to the
reporting requirements of the Exchange Act and has timely filed all required reports for a period of at least twelve calendar months since the time of filing the Form 8-K12B.

2. It appears that you are relying on General Instruction I.B.6 of Form S-3 for your offering of the shares
issuable upon the exercise of outstanding warrants. If true, please confirm such reliance. If your filing remains on Form S-3, please confirm that you will include the Form
S-3 Instruction 7 to I.B disclosures upon takedown, or in an amendment if one is otherwise required. Refer to Instruction 7 to General Instruction I.B.6 stating that registrants “must set forth on the
outside front cover of the prospectus the calculation of the aggregate market value of the registrant’s outstanding voting and nonvoting common equity pursuant to General Instruction I.B.6. and the amount of all securities offered pursuant to
General Instruction I.B.6. during the prior 12 calendar month period that ends on, and includes, the date of the prospectus.” Otherwise, please provide us your analysis demonstrating your eligibility to use Form
S-3.

 The Registrant acknowledges the Staff’s comment and advises the Staff that it is not relying on
General Instruction I.B.6 of Form S-3 for the offering of the shares issuable upon the exercise of outstanding warrants, and therefore, has omitted the disclosures set forth in Instruction 7 to I.B.6 and has
not filed an amendment to the Registration Statement with such disclosure. The Registrant is eligible to use Form S-3 for primary offerings as set forth in Instruction I.B.1 of Form S-3. As of March 3, 2022, sixty days within the filing of the Registration Statement, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant was approximately $137.6 million which is in excess of the minimum threshold of $75 million. Moreover, at the time of submission of this response letter, the aggregate
market value of the voting and non-voting common equity held by non-affiliates of the Registrant still exceeds the minimum threshold, at approximately $94.1 million
which is based on 38,552,306 outstanding vested shares of the Registrant’s Class A Common Stock held by non-affiliates as of April 8, 2022 and the closing stock price of the Registrant’s
Class A Common Stock on the NYSE one day prior to submission of this letter.

 4

Securities and Exchange Commission

May 24, 2022

 Please do not hesitate to call me at (202) 636-5526 with any
questions or further comments you may have regarding this filing or if you wish to discuss the above responses.

Very truly yours,

/s/ William R. Golden III

 cc:

 Finance of America
Companies Inc.

 Anthony W. Villani

 Lauren Richmond

Peter Rivas

 5

United States securities and exchange commission logo
May 9, 2022
Anthony W. Villani
Chief Legal Officer
Finance of America Companies Inc.
5830 Granite Parkway, Suite 400
Plano, Texas 75024
Re:Finance of America Companies Inc.
Post Effective Amendment on Form S-3
Filed April 20, 2022
File No. 333-256453
Dear Mr. Villani:
            We have reviewed your post-effective amendment and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Post Effective Amendment filed April 20, 2022
General
1.You do not appear to be eligible to use Form S-3 for the proposed transaction. It appears
that the effectiveness on February 12, 2021 of your Form S-4 relating to your SPAC
business combination triggered a 15(d) reporting obligation that began on February 12,
2021, and that you failed to provide the predecessor December 31, 2020 financial
statements when due. Based on section 1330.5 of the Division's Financial Reporting
Manual, your December 31, 2020 financial statements were due either 90 days after fiscal
year end if the company filed a Form 8-A, or 90 days after effectiveness of the Securities
Act registration statement that triggered the 15(d) obligation. Although you filed a 10-K/A
restating the SPAC’s December 31, 2020 financials, a10-K containing your own
December 31, 2020 financials was never filed.  To be eligible to use Form S-3, registrants

 FirstName LastNameAnthony W. Villani
 Comapany NameFinance of America Companies Inc.
 May 9, 2022 Page 2
 FirstName LastName
Anthony W. Villani
Finance of America Companies Inc.
May 9, 2022
Page 2
must timely file all required reports during the twelve calendar months prior to the filing
of the registration statement, subject to certain limited exceptions. See General Instruction
I.A.3(b) of Form S-3.  Please advise us as to the reasons you believe that you are eligible
to file on Form S-3, or re-file your post-effective amendment to Form S-1 on the
appropriate form.
2.It appears that you are relying on General Instruction I.B.6 of Form S-3 for your offering
of the shares issuable upon the exercise of outstanding warrants.  If true, please confirm
such reliance. If your filing remains on Form S-3, please confirm that you will include the
Form S-3 Instruction 7 to I.B disclosures upon takedown, or in an amendment if one is
otherwise required. Refer to Instruction 7 to General Instruction I.B.6 stating that
registrants "must set forth on the outside front cover of the prospectus the calculation of
the aggregate market value of the registrant’s outstanding voting and nonvoting common
equity pursuant to General Instruction I.B.6. and the amount of all securities offered
pursuant to General Instruction I.B.6. during the prior 12 calendar month period that ends
on, and includes, the date of the prospectus."  Otherwise, please provide us your analysis
demonstrating your eligibility to use Form S-3.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Jessica Livingston at 202-551-3448 or Sandra Hunter Berkheimer
at 202-551-3758 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       William R. Golden III

CORRESP
1
filename1.htm

CORRESP

 June 2, 2021

VIA EDGAR

Re:

FINANCE OF AMERICA COMPANIES INC.

Registration Statement on Form S-1

File No. 333-256453

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Sonia Bednarowski

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Finance of America Companies Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at
4:00 p.m., Washington, D.C. time, on June 4, 2021, or as soon as possible thereafter. In this regard, the Company is aware of its obligations under the Securities Act.

[Signature Page Follows]

Very truly yours,

FINANCE OF AMERICA COMPANIES INC.

By:

 /s/ Patricia L. Cook

Name:

Patricia L. Cook

Title:

Chief Executive Officer

 [Signature Page to Acceleration Request Letter]

United States securities and exchange commission logo
June 1, 2021
Patricia L. Cook
Chief Executive Officer
Finance of America Companies Inc.
909 Lake Carolyn Parkway, Suite 1550
Irving, TX 75039
Re:Finance of America Companies Inc.
Registration Statement on Form S-1
Filed May 25, 2021
File No. 333-256453
Dear Ms. Cook:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sonia Bednarowski at 202-551-3666 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

CORRESP

 Finance of America Companies Inc.

767 Fifth Avenue, 46th Floor

New York, New York 10153

February 10, 2021

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street NE

 Washington, D.C. 20549

 Attention: Sonia Bednarowski

RE:
 Finance of America Companies Inc. (the “Company”)

Registration Statement on Form S-4

(File No. 333-249897) (the “Registration Statement”)

Dear Ms. Bednarowski:

 The Company hereby
requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement such that the Registration Statement will become effective as of 12:00 p.m. on Friday,
February 12, 2021, or as soon thereafter as practicable.

 [Signature page follows]

Very truly yours,

FINANCE OF AMERICA COMPANIES INC.

By:

 /s/ Edmond M. Safra

Name:

Edmond M. Safra

Title:

Chairman, President and Assistant Secretary

CORRESP
1
filename1.htm

CORRESP

 February 10, 2021

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street NE

 Washington, D.C. 20549-3561

Attn: Sonia Bednarowski

Re:
 Finance of America Companies Inc.

 Amendment No. 2 to Registration Statement on Form S-4

 Filed January 27, 2021

 File No. 333-249897

Dear Ms. Bednarowski:

 On behalf of our
client, Finance of America Companies Inc., a Delaware corporation (the “Company” or “New Pubco”), set forth below are the Company’s responses to the comments of the Staff communicated in its letter addressed to the Company,
dated February 5, 2021, with respect to the above-referenced Amendment No. 2 to Registration Statement on Form S-4 (the “Registration Statement”). In connection with such responses, we are
concurrently submitting, electronically via EDGAR, Amendment No. 3 (“Amendment No 3”) to the Registration Statement.

 For ease
of reference, each of the Staff’s comments is reproduced below in bold and is followed by the Company’s response. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in Amendment
No. 3. Capitalized terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in Amendment No. 3.

Amendment No. 2 to Registration Statement on Form S-4

Unaudited Pro Forma Combined Consolidated Financial Information, page 107

1.
 As disclosed on page 108, part (ii) of the Business Combination relates to the purchase by Replay of
FoA Units from the Sellers and Blocker GP. Please tell us and revise to clarify if and where this transaction is presented in the pro forma balance sheet.

The Company advises the Staff that the sale of FoA Units to Replay in exchange for cash is reflected in pro forma footnote (l) of the pro forma
balance sheet. The Company has revised pro forma footnote (l) on page 119 to clarify that this adjustment represents the cash distributions made to the Sellers (who are also referred to throughout Amendment No. 3 as the “Continuing
Unitholders”) and the Blocker GP for the sale of FoA Units to Replay as described in part (ii) in the Description of the Business Combination. The Company advises the Staff that it has revised its disclosure on page 119 as follows:

(1)
 Represents cash distributions made to the Continuing
Unitholders Sellers and the Blocker GP for the sale of FoA Units
to Replay as described in part (ii) in the Description of the Business Combination and a reduction to Additional paid-in capital. For each redemption scenario the amount of the distribution to Continuing
Unitholders the Sellers and the Blocker GP is derived by taking the sum of (A) the historical cash balances of Replay and FoA, (B) the sum of
the pro forma adjustments impacting cash, less (C) the maximum amount of cash that can be contractually distributed to arrive at an ending pro forma cash balance of $250 million less the total anticipated transaction costs to be paid as discussed in
notes (i) and (k) above. As stipulated in Section 8.01 of the Transaction Agreement the Company may make distributions, but only to the extent that the closing cash balance is equal to or greater than $250 million less transaction-related costs.

 Finance of America Companies Inc.

February 10, 2021

  Page
 2

2.
 Please tell us and revise to clarify if and where the Blocker Merger as discussed in part (v) of the
Business Combination on page 108 is presented in the pro forma balance sheet.

 The Company advises the staff that the
Blocker Merger, as described in part (v) of the Description of the Business Combination, is reflected in the pro forma balance sheet in pro forma footnote (s) as it impacts the measurement and recognition of deferred taxes, as well as pro forma
footnote (x) where the Blocker Merger is included in the consideration transferred.

 The total presented deferred tax asset is measured
based on three items: 1) outside tax basis vs. US GAAP basis of New Pubco’s interest in the Company; 2) tax receivable agreement liability; and 3) net operating losses carried over from the Blocker. In order to determine the outside tax
basis used in the calculation of that portion of the net deferred tax liability, the Company considered the tax basis in the units acquired by Replay, the Founder Shares, and the interest in the Company that was acquired as part of the Blocker
Merger.

 As of September 30, 2020 the deferred tax asset/ (liability) is calculated as follows:

Assuming
No Redemptions

Assuming
Maximum Redemptions

(in thousands)

 Outside tax basis - carryover from Blocker

$
(11,307
)

$
(13,400
)

 Outside tax basis - Founder Shares

(2,312
)

(2,392
)

 Net operations loss - carryover from Blocker

3,307

3,307

 Tax Receivable agreement Liability

17,563

12,835

 Total Deferred Tax Asset

$
7,251

$
350

 The Company further advises the Staff that it has revised its disclosures to pro forma balance sheet footnote
(s) to include a more detailed description of the components of New Pubco’s investment in FoA, including the portion from the Blocker Merger as described in part (v) of the Description of the Business Combination, which impact the
computation of the deferred tax asset. The Company advises the Staff that it has revised its disclosure on page 120 as follows:

(s)
 Following the transaction, New Pubco will be subject to U.S. federal income taxes, in addition to state,
local and foreign taxes. As a result, the pro forma balance sheet reflects an adjustment to our taxes assuming the federal rates currently in effect and the highest statutory rates apportioned to each state, local and foreign jurisdiction. The total presented deferred tax asset is measured based on the following: (i) outside tax basis vs. US GAAP basis of New Pubco’s interest in the Company;
(ii) net operating losses carried over from the Blocker; and (iii) tax receivable agreement liability. In order to determine the outside tax basis used in the calculation of that portion of the net deferred tax liability, the Company
considered the tax basis in the units acquired by Replay, the Founder Shares, and the interest in the Company that was acquired as part of the Blocker Merger, as described in part (v) of the Description of the Business Combination.

 Finance of America Companies Inc.

February 10, 2021

  Page
 3

 Assuming no redemptions we have recorded a deferred tax
asset of $7.3 million. The deferred tax asset includes (i) ($13.6) million related to New Pubco’s investment in FoA,
consisting of ($11.3 million) and ($2.3 million) from Blocker carryover and Founder Shares, respectively, (ii) $3.3 million related to tax loss carryforwards and credits from Blocker, and (iii) $17.6 million related to tax benefits from future deductions attributable to payments under the Tax Receivable
Agreement as described further in note (t) directly below.

 Assuming maximum redemptions We
have recorded a deferred tax asset of $0.4 million. The deferred tax asset includes (i) ($15.8) million related to New Pubco’s investment in FoA,
consisting of ($13.4 million) and ($2.4 million) from Blocker carryover and Founder Shares, respectively, (ii) $3.3 million related to tax loss carryforwards and credits from Blocker, and (iii) $12.8 million related to tax benefits from future deductions attributable to payments under the Tax
Receivable Agreement as described further in note (t) directly below.

 To the extent we
determine it is more likely-than-not that we will not realize the full benefit represented by the deferred tax asset, we will record an appropriate valuation allowance based on an analysis of the objective or
subjective negative evidence.

 Should any questions arise in connection with the filing or this response letter, please contact the
undersigned at (703) 749-1386.

Sincerely yours,

 /s/ Jason Simon

 Jason Simon

 Greenberg Traurig,
LLP

 cc: Edmond Safra

President

 Finance of America Companies Inc.

United States securities and exchange commission logo
February 5, 2021
Edmond M. Safra
President
Finance of America Companies Inc.
767 Fifth Avenue, 46th Floor
New York, NY 10153
Re:Finance of America Companies Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed January 28, 2021
File No. 333-249897
Dear Mr. Safra:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 14, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-4
Unaudited Pro Forma Combined Consolidated Financial Information, page 107
1.As disclosed on page 108, part (ii) of the Business Combination relates to the purchase by
Replay of FoA Units from the Sellers and Blocker GP.  Please tell us and revise to clarify
if and where this transaction is presented in the pro forma balance sheet.
2.Please tell us and revise to clarify if and where the Blocker Merger as discussed in part (v)
of the Business Combination on page 108 is presented in the pro forma balance sheet.

 FirstName LastNameEdmond M. Safra
 Comapany NameFinance of America Companies Inc.
 February 5, 2021 Page 2
 FirstName LastName
Edmond M. Safra
Finance of America Companies Inc.
February 5, 2021
Page 2
            You may contact Michael Volley at 202-551-3437 or Amit Pande at 202-551-3423 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Sonia Bednarowski at 202-551-3666 or Susan Block at 202-551-3210 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

CORRESP

 January 27, 2021

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street NE

 Washington, D.C. 20549-3561

Attn: Sonia Bednarowski

 Re: Finance of
America Companies Inc.

        Amendment No. 1 to Registration Statement on Form S-4

        Filed December 22, 2020

       File No. 333-249897

Dear Ms. Bednarowski:

 On behalf of our
client, Finance of America Companies Inc., a Delaware corporation (the “Company” or “New Pubco”), set forth below are the Company’s responses to the comments of the Staff communicated in its letter addressed to the Company,
dated January 14, 2021, with respect to the above-referenced Registration Statement on Form S-4 (the “Registration Statement”). In connection with such responses, we are concurrently submitting,
electronically via EDGAR, Amendment No. 2 (“Amendment No. 2”) to the Registration Statement.

 For ease of reference,
each of the Staff’s comments is reproduced below in bold and is followed by the Company’s response. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in Amendment No. 2.
Capitalized terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in Amendment No. 2.

Summary of the Proxy Statement/Prospectus

The Business Combination

 The Transaction
Agreement, page 20

1.
 Refer to comment 8. Please revise to include the aggregate value as well as the per share and per warrant
value that holders of Replay’s Ordinary Shares and Replay’s warrants will receive in connection with the Business Combination, and disclose the aggregate value that the Sponsor will receive for its Founder Shares and Private Placement
Warrants as well as the value of the per Founder Share and per Private Placement Warrant consideration that the Sponsor will receive. In addition, please expand your definition of “Earnout Securities” on page 21 to disclose how and when
such additional shares of New Pubco’s Class A common stock and FoA Units may be issued.

 In response to the
first sentence contained in the Staff’s comment, the Company respectfully refers the Staff to the disclosure on page 22 of Amendment No. 2, which the Company added in response to comment 8 in the Staff’s letter addressed to the
Company, dated December 3, 2020, with respect to Amendment No. 1 to the Registration Statement. Such disclosure states that holders of Replay’s Ordinary Shares will not receive any cash consideration in connection with the Business
Combination but that, upon the effectiveness of the Domestication, each of Replay’s currently issued and outstanding Ordinary Shares (including Founder Shares) and Warrants will automatically convert in connection with the Domestication, on a one-for-one basis, into Replay LLC Units and Warrants to purchase Replay LLC Units, and upon the effectiveness of the Replay Merger, each such Replay LLC Unit and Warrant will
automatically convert into the right to receive one share of Class A Common Stock and one Warrant to purchase a share of Class A Common Stock. Further, such disclosure states that, in connection with the closing of the Business
Combination, the Private Placement Warrants owned by the Sponsor will be cancelled in exchange for 775,000 Ordinary Shares (which will ultimately convert into 775,000 shares of Class A Common Stock). The Company respectfully advises the Staff
that the Company views the foregoing disclosure as being responsive to the Staff’s request for disclosure regarding “value.”

In response to the second sentence contained in the Staff’s comment, the Company has added additional disclosure on pages 21 and 22
regarding how and when the “Earnout Securities” may be issued.

 Finance of America Companies Inc.

January 27, 2021

 Page 2

Organizational Structure

 Following the
Business Combination, page 32

2.
 Refer to comment 11. Please provide here a brief summary of the FACo Holdings Agreement disclosed in
footnote 1 to your diagram on page 32, including a description of the “hurdle amount.” In addition, please clarify, if true, that after purchasing the Finance of America Commercial Holdings LLC Class B units, Finance of America
Commercial Holdings LLC will be a indirect wholly-owned subsidiary of New Pubco, and that the result of this transaction agreement is reflected in the diagram provided on page 34, or advise.

The Company has revised page 34 to address the matters identified in the Staff’s comment.

Selected Historical Consolidated Financial Data of FOA, page 37

3.
 Noting that the amounts presented for the results of operations for the nine months ended September 30,
2020 and 2019 do not agree with the amounts presented in the MD&A and the historical interim financial statements, please ensure these amounts are accurate and revise as needed.

The Company has revised the table presented on page 39 to address the matters identified in the Staff’s comment.

Unaudited Pro Forma Combined Consolidated Financial Information, page 106

4.
 Noting that Finance of America Companies, Inc. (New Pubco) is acquiring Blackstone Tactical Opportunities
Fund (Urban Feeder) — NQ L.P., a Delaware limited partnership (Blocker), please tell us how you considered whether financial statements were required for Blocker.

The Company considered the guidance of Regulation S-X Rule 3-05
requiring the filing of separate pre-acquisition historical financial statements when the acquisition of a significant business has occurred or is probable. However, the Company advises the Staff that the
Blocker would not be considered within the scope of S-X Rule 3-05 as it does not meet the SEC’s definition of a business pursuant to Rule 11-01(d). The Company respectfully advises the Staff that the Blocker has no revenue producing activities prior to or following the Transaction, nor does it have any physical facilities, employees or intangible
assets. As of September 30, 2020, the primary asset held by Blocker is an investment in FoA through Class A Units held of approximately $190 million. All other assets held by Blocker are less than $12 million and liabilities held
by Blocker are less than $73 million. Therefore, if Blocker were to be evaluated under S-X Rule 3-05, Blocker would not be considered significant to New Pubco as it
would not exceed the Investment, Asset or Income test thresholds.

5.
 Please refer to comments 15 and 17. Please tell us in detail and revise to disclose what assets and
liabilities Blocker holds. Please tell us how you determined that the accounting for the Blocker Merger does not have any independent accounting impact on the end-state New Pubco.

The Company advises the Staff that as of September 30, 2020 the primary asset held by Blocker is an investment in FoA through Class A
Units held of approximately $190 million. All other assets held by Blocker are less than $12 million and liabilities held by Blocker are less than $73 million. Furthermore, through the Blocker Merger, Blocker will become a subsidiary
of New Pubco in order for New Pubco to obtain an indirect ownership interest in FoA. The Blocker Merger does not have an accounting impact on New Pubco apart from that described above, which will result in New Pubco being the accounting acquirer of
FoA. As a result, the Blocker’s equity interests in FoA will be rolled over into New Pubco. The Company further advises the Staff it has revised its disclosures to include a description of the assets and liabilities that Blocker holds on page
109.

 Finance of America Companies Inc.

January 27, 2021

 Page 3

Adjustments and Assumptions to the Unaudited Pro Forma Combined Consolidated Balance Sheet as of September 30, 2020, page 116

6.
 Please tell us and revise to clarify why adjustments (k) and (n) impact Accumulated Other Comprehensive
Loss as opposed to Retained Earnings.

 The Company advises the Staff that, prior to the Business Combination, FoA is
structured as a pass-through entity without a Retained Earnings account. As there is no historical Retained Earnings balance reported in FoA’s Consolidated Statements of Financial Condition, adjustments (k) and (n) were made to Accumulated
Other Comprehensive Loss, which is reported in FoA’s Consolidated Statements of Financial Condition. In addition, the Company advises the Staff that adjustment (r) closes out the historical balances of FoA’s equity accounts as well as
the impact of any preceding pro forma adjustments, inclusive of adjustments (k) and (n), to goodwill, prior to applying the impact of purchase accounting pro forma adjustments.

7.
 Please tell us and revise to discuss why the Blocker rollover equity is included in the consideration
transferred. Also, tell us how you considered whether the Blocker Merger should be presented in a separate column in the pro forma financial information.

The Company advises the Staff that the consideration that will be transferred for FoA consists of cash, paid by Replay, and equity, in the form
of Blocker’s rollover equity interest. The Blocker existed as part of FoA’s historical structure and its investors indirectly held an economic interest in the operating business of FoA. As part of the Business Combination, such investors
in Blocker elected to exchange their shares in Blocker for cash and shares of New Pubco Class A Common Stock (i.e., rollover their interests). Accordingly, the value of their exchanged equity is included in the consideration transferred for
FoA.

 The Company determined that the Blocker Merger should not be presented separately within the pro forma financial information given
that the Blocker Merger is a single step in the overall Business Combination to acquire FoA, and should not be considered a separate transaction. The Company notes that the steps of the Business Combination and a description of the Blocker Merger
are disclosed within the Form S-4 beginning on page 107. As a result, the Company determined that revised disclosures were not necessary.

The General Meeting of Replay Shareholders

Proposal No. 1 - Cayman Proposals

 Proposal
1(A): The Domestication, page 133

8.
 Refer to comment 4. Please revise your disclosure on page 122 to clarify that in connection with the
Domestication, each Replay public warrant will be converted into a right to receive a Replay LLC warrant. In addition, please describe the Replay LLC warrants and the Replay LLC Units in the Description of Securities section, and include the Replay
LLCA as an exhibit and annex to your registration statement.

 The Company has revised the disclosure on page 136 to
clarify that in connection with the Domestication, each Replay public warrant will be converted into a right to receive a Replay LLC warrant. The Company respectfully advises the Staff that Section 2.07 of the Transaction Agreement requires the
Replay Merger to be consummated at the Closing following the consummation of the Domestication at the Closing. As permitted by the DLLCA, the Replay LLCA will provide that the Transaction Agreement and related documents, Replay’s execution,
delivery and performance of such documents and the consummation of the Replay Merger and the other transactions contemplated by such documents are authorized without further action, vote or approval of the board of managers of Replay, the members of
Replay or any other person. As a result, the Replay Merger will be consummated immediately following the consummation of the Domestication on the day of Closing. Accordingly, the Replay LLCA will be operative only transiently on the day of Closing,
such that the Replay LLC warrants will also exist only transiently. Furthermore, in connection with the Domestication and Replay Merger, the Replay LLC Units will also exist only transiently, as they will automatically convert into the right to
receive shares of Class A Common Stock. We therefore did not describe the Replay LLC warrants or the Replay LLC Units in the Description of Securities section, as their inclusion could potentially mislead investors.

Finally, the Company respectfully advises the Staff that the Replay LLCA is already included as Exhibit 3.4 to the Registration Statement and
as Exhibit K to Annex A of the Registration Statement.

 Finance of America Companies Inc.

January 27, 2021

 Page 4

Proposal 1(B): The Replay Limited Liability Company Agreement, page 134

9.
 Refer to comment 25. We note your exclusive forum provision in the Replay LLCA identifies the federal court
in the state of Delaware as the exclusive forum for claims brought under the Exchange Act. Please state that there is uncertainty as to whether a court would enforce such a provision. In addition, please clarify whether your exclusive forum
provision applies to actions arising under the Securities Act, and please state that there is uncertainty as to whether a court would enforce such a provision. If the provision applies to Securities Act claims, please state that investors cannot
waive compliance with the federal securities laws and the rules and regulations thereunder. In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to
enforce any duty or liability created by the Securities Act and the rules and regulations thereunder. Also, please state here and in your risk factor section whether the jury waiver provision applies to claims brought under the Exchange Act and
Securities Act. If the jury waiver provision extends to federal securities law claims, please also state here and in your risk factor disclosure that your investors cannot waive compliance with the federal securities laws and the rules and
regulations promulgated thereunder.

 The Company has revised the disclosure on pages 100 and 137 to clarify that the
exclusive forum provision in the Replay LLCA does not apply to actions arising under either the Securities Act or the Exchange Act, and to state that members will not be deemed to have waived compliance with the federal securities laws and
the rules and regulations thereunder as a result of the Replay LLCA forum selection provisions. The Company respectfully advises the Staff that there is no uncertainty as to whether a court would enforce such provisions, as Delaware courts do
enforce the types of exclusive forum provisions contained in the Replay LLCA; we therefore did not include this language.

 The Company has
also revised the disclosure on pages 100 and 137 to clarify that the jury waiver provision does not apply to claims brought under the Exchange Act or the Securities Act.

Impact of COVID-19, page 229

10.
 Please update to quantify the percentage of your serviced loans that are in forbearance as of the most
recent practical date, and include the percentage in your risk factor disclosure, if applicable.

 The Company has
revised the disclosure on page 233 to quantify the amount and percentage of forward mortgage loans serviced by the Company that are in forbearance as of September 30, 2020. This language was also added to the risk factors disclosure on page 51.
There are no commercial loans serviced by the Company currently in forbearance. The reverse loans serviced by the Company do not have contractual principal and interest payments and therefore these loans would not enter forbearance.

Results of Operations — Consolidated Results, page 233

11.
 Please refer to comment 36. Please revise to explain why you present interest income on loans reclassified
to held for sale as held for investment as disclosed in note 1 to the table on page 235. Please quantify the amount for each period presented, if significant.

The Company has revised the applicable line items in the table on page 238 to address the matters identified in the Staff’s comment and to
provide clarity on the nature and classification of these components of NIM to the reader. Net interest margin included in fair value gains

United States securities and exchange commission logo
January 14, 2021
Edmond M. Safra
President
Finance of America Companies Inc.
767 Fifth Avenue, 46th Floor
New York, NY 10153
Re:Finance of America Companies Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed December 22, 2020
File No. 333-249897
Dear Mr. Safra:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 3, 2020 letter.
Amendment No. 1 to Registration Statement on Form S-4
Summary of the Proxy Statement/Prospectus
The Business Combination
The Transaction Agreement, page 20
1.Refer to comment 8.  Please revise to include the aggregate value as well as the per share
and per warrant value that holders of Replay's Ordinary Shares and Replay's warrants will
receive in connection with the Business Combination, and disclose the aggregate value
that the Sponsor will receive for its Founder Shares and Private Placement Warrants as
well as the value of the per Founder Share and per Private Placement Warrant
consideration that the Sponsor will receive.  In addition, please expand your definition of
"Earnout Securities" on page 21 to disclose how and when such additional shares of New

 FirstName LastNameEdmond M. Safra
 Comapany NameFinance of America Companies Inc.
 January 14, 2021 Page 2
 FirstName LastNameEdmond M. Safra
Finance of America Companies Inc.
January 14, 2021
Page 2
Pubco's Class A common stock and FoA Units may be issued.
Organizational Structure
Following the Business Combination, page 32
2.Refer to comment 11.  Please provide here a brief summary of the FACo Holdings
Agreement disclosed in footnote 1 to your diagram on page 32, including a description of
the "hurdle amount."  In addition, please clarify, if true, that after purchasing the Finance
of America Commercial Holdings LLC Class B units, Finance of America Commercial
Holdings LLC will be a indirect wholly-owned subsidiary of New Pubco, and that the
result of this transaction agreement is reflected in the diagram provided on page 34, or
advise.
Selected Historical Consolidated Financial Data of FOA, page 37
3.Noting that the amounts presented for the results of operations for the nine months ended
September 30, 2020 and 2019 do not agree with the amounts presented in the MD&A and
the historical interim financial statements, please ensure these amounts are accurate and
revise as needed.
Unaudited Pro Forma Combined Consolidated Financial Information, page 106
4.Noting that Finance of America Companies, Inc. (New Pubco) is acquiring Blackstone
Tactical Opportunities Fund (Urban Feeder) – NQ L.P., a Delaware limited partnership
(Blocker), please tell us how you considered whether financial statements were required
for Blocker.
5.Please refer to comments 15 and 17.  Please tell us in detail and revise to disclose what
assets and liabilities Blocker holds.  Please tell us how you determined that the accounting
for the Blocker Merger does not have any independent accounting impact on the end-state
New Pubco.
Adjustments and Assumptions to the Unaudited Pro Forma Combined Consolidated Balance
Sheet as of September 30, 2020, page 116
6.Please tell us and revise to clarify why adjustments (k) and (n) impact Accumulated Other
Comprehensive Loss as opposed to Retained Earnings.
7.Please tell us and revise to discuss why the Blocker rollover equity is included in the
consideration transferred.  Also, tell us how you considered whether the Blocker Merger
should be presented in a separate column in the pro forma financial information.
The General Meeting of Replay Shareholders
Proposal No. 1 - Cayman Proposals
Proposal 1(A): The Domestication, page 133
8.Refer to comment 4.  Please revise your disclosure on page 122 to clarify that in

 FirstName LastNameEdmond M. Safra
 Comapany NameFinance of America Companies Inc.
 January 14, 2021 Page 3
 FirstName LastNameEdmond M. Safra
Finance of America Companies Inc.
January 14, 2021
Page 3
connection with the Domestication, each Replay public warrant will be converted into a
right to receive a Replay LLC warrant. In addition, please describe the Replay LLC
warrants and  the Replay LLC Units in the Description of Securities section, and include
the Replay LLCA as an exhibit and annex to your registration statement.
Proposal 1(B): The Replay Limited Liability Company Agreement, page 134
9.Refer to comment 25.  We note your exclusive forum provision in the Replay LLCA
identifies the federal court in the state of Delaware as the exclusive forum for claims
brought under the Exchange Act.  Please state that there is uncertainty as to whether a
court would enforce such a provision.  In addition, please clarify whether your exclusive
forum provision applies to actions arising under the Securities Act, and please state that
there is uncertainty as to whether a court would enforce such a provision.  If the provision
applies to Securities Act claims, please state that investors cannot waive compliance with
the federal securities laws and the rules and regulations thereunder.  In that regard, we
note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and
state courts over all suits brought to enforce any duty or liability created by the Securities
Act and the rules and regulations thereunder.  Also, please state here and in your risk
factor section whether the jury waiver provision applies to claims brought under the
Exchange Act and Securities Act. If the jury waiver provision extends to federal securities
law claims, please also state here and in your risk factor disclosure that your investors
cannot waive compliance with the federal securities laws and the rules and regulations
promulgated thereunder.
Impact of COVID-19, page 229
10.Please update to quantify the percentage of your serviced loans that are in forbearance as
of the most recent practical date, and include the percentage in your risk factor disclosure,
if applicable.
Results of Operations – Consolidated Results, page 233
11.Please refer to comment 36.  Please revise to explain why you present interest income on
loans reclassified to held for sale as held for investment as disclosed in note 1 to the table
on page 235. Please quantify the amount for each period presented, if significant.
FOA Financial Statements
Notes to Consolidated Financial Statements
18. Other Financing Lines of Credit, page F-74
12.Please refer to comment 48.  Please revise to quantify the amount of retained earnings or
net income that is restricted or free from restrictions for payment of dividends by FOA
and its subsidiaries.  Refer to Rule 4-08(e) of Regulation S-X for guidance.
            You may contact Michael Volley at 202-551-3437 or Amit Pande at 202-551-3423 if you
have questions regarding comments on the financial statements and related matters.  Please

 FirstName LastNameEdmond M. Safra
 Comapany NameFinance of America Companies Inc.
 January 14, 2021 Page 4
 FirstName LastName
Edmond M. Safra
Finance of America Companies Inc.
January 14, 2021
Page 4
contact Sonia Bednarowski at 202-551-3666 or Susan Block at 202-551-3210 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

CORRESP

 December 22, 2020

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street NE

 Washington, D.C. 20549-3561

Attn: Sonia Bednarowski

 Re: Finance of
America Companies Inc.

         Registration Statement on Form S-4

         Filed November 6, 2020

        File No. 333-249897

Dear Ms. Bednarowski:

 On behalf of our
client, Finance of America Companies Inc., a Delaware corporation (the “Company” or “New Pubco”), set forth below are the Company’s responses to the comments of the Staff communicated in its letter addressed to the Company,
dated December 3, 2020, with respect to the above-referenced Registration Statement on Form S-4 (the “Registration Statement”). In connection with such responses, we are concurrently submitting,
electronically via EDGAR, Amendment No. 1 (“Amendment No. 1”) to the Registration Statement.

 For ease of reference,
each of the Staff’s comments is reproduced below in bold and is followed by the Company’s response. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in Amendment No. 1.
Capitalized terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in Amendment No. 1.

Registration Statement on Form S-4

General

1.
 Please provide your analysis as to why you believe that the offer of securities in connection with the
Domestication is exempt from registration under the Securities Act.

 The Company acknowledges the Staff’s
comment and, in response, the Company has revised Amendment No. 1 to add Replay Acquisition Corp. (“Replay”) as an additional registrant and to include the registration of the Replay LLC Units and warrants to purchase Replay LLC Units
being offered in connection with the Domestication.

2.
 Please revise to provide the information required by Item 3(f) of Form
S-4 or tell us where the information is disclosed.

 The Company has revised
pages 44 and 45 to include the information required by Item 3(f) of Form S-4.

 Cover Page

3.
 Please disclose here the number of shares of Class A Common Stock and New Pubco warrants that New Pubco
is offering in this registration statement pursuant to Item 501 of Regulation S-K, and disclose that New Pubco will be a “controlled company” within the meaning of the NYSE rules.

 The Company has revised the cover of the proxy statement/prospectus to address the matters identified in the
Staff’s comment.

 Questions and Answers About the Business Combination

Questions and Answers About the General Meeting of Replay’s Shareholders and the Related Proposals, page 7

4.
 Please include in the Question and Answer Section that the warrant holders will not vote on any of the
proposals, if true. In addition, please disclose in the Questions and Answers Section About the Business Combination (i) the ratio of Replay LLC warrants and New Pubco warrants that the holders of Replay public warrants will receive in
connection with the Domestication and the Business Combination, (ii) that fractional warrants will be rounded down to the nearest whole number in connection with the Domestication and Business Combination and (iii) whether or not the New
Pubco warrants will be listed on an exchange.

 The Company has revised the disclosure on page 11 to reflect that
holders of warrants will not vote on any of the proposals, and has revised the disclosure on pages 10 and 11 to reflect that (i) each holder of a warrant to purchase one Ordinary Share will, as a result of the Domestication, hold a warrant to
purchase one Replay LLC Unit, and each holder of a warrant to purchase one Replay LLC Unit will, as a result of the Business Combination, hold a warrant to purchase one share of Class A Common Stock, (ii) that fractional warrants will be
rounded down to the nearest whole number in connection with the Domestication and Business Combination and (iii) that the Company intends to list the New Pubco warrants on NYSE under the symbol “FOA.WS”.

5.
 Please add a question and answer that describes the positive and negative factors that Replay’s board
of directors considered in connection with the Transaction Agreement. In addition, please add a question and answer that identifies each proposal that is conditioned upon the approval of the other proposals.

The Company has revised the disclosure on pages 7, 8, 12, 184, 190, 197, 198 and 199 in response to the Staff’s comment.

Who will be the directors and officers of New Pubco if the Business Combination is consummated, page 9

6.
 Please expand this question and answer to provide a summary of the Stockholders Agreement. In addition,
please revise the description of the Stockholders Agreement on page 24 to disclose the provisions related to the Principal Stockholders’ right to nominate a certain number of directors to the New Pubco Board, including the number of directors,
the relevant ownership percentages of New Pubco securities and the term of the agreement.

 The Company has revised
pages 9, 10, 27 and 28 to address the matters identified in the Staff’s comment.

 Do I have redemption rights?, page 11

7.
 Please disclose the maximum amount of shares that may be redeemed pursuant to the Transaction Agreement. In
this regard, we note your disclosure on page 21 that the Pre-Closing Replay Cash must be equal to or greater than $400,000,000. In addition, we note your disclosure on page 12 that Replay public shareholders
will be able to vote on the Cayman Proposals even if they redeem their Public Shares. Please clarify whether such holders will be able to vote on the other proposals. Also, please revise the second complete question and answer on page 13 to clarify
whether the holders of Ordinary Shares have appraisal rights in connection with the Domestication. In this regard, we note that they do not have appraisal rights in connection with the Business Combination.

The Company has revised the disclosure on page 13 to state the maximum number of shares that may be redeemed in connection with the Business
Combination, including after taking into account contractual restrictions on the Sponsor on the redemption of its shares, to state the number of shares that may be redeemed in connection with the Business Combination that would cause the condition
that the Pre-Closing Replay Cash being equal to or greater than $400,000,000 to fail and to clarify that the requirement that the Pre-Closing Replay Cash being equal to
or greater than $400,000,000 may be waived by the Seller-Side Parties. The Company has also revised the disclosure on page 14 to clarify that Replay public shareholders will be able to vote on all Proposals even if they redeem their Public Shares,
and the Company also revised the disclosure on page 15 to clarify that the holders of Ordinary Shares do not have appraisal rights in connection with the Domestication.

 Summary of the Proxy Statement/Prospectus The Business Combination Consideration, page 19

8.
 Please revise this section to disclose (i) the aggregate value and the value of the per share and per
warrant consideration that the Replay public shareholders and public warrant holders will receive, (ii) the aggregate value that the Sponsor will receive for its Founder Shares and Private Placement Warrants as well as the value of the per
Founder Share and per Private Placement Warrant consideration that the Sponsor will receive, (iii) the amount of cash that the Sellers and and Blocker GP will receive for the sale of the FoA Units as well as the per FoA Unit consideration that
they will receive, (iv) the aggregate value that the Blocker Shareholders will receive in connection with the Blocker Merger as well as the value of the per share consideration for the Blocker Shares that they will receive, (v) the
aggregate value that Blocker GP will receive in connection with the exchange of its FoA Units for shares of Class A common stock as well as the value of the per FoA Unit consideration it will receive, and (vi) the aggregate value that the
Sellers and each party of the Sellers will receive in connection with the Business Combination, including the value of the Class B Common Stock they will receive. In addition, please define the terms “Earnout Securities,” “Pre-Closing Replay Cash” and “Voting Rights Threshold Period” the first time these terms are used in the prospectus.

In response to the Staff’s comment, the Company has revised the disclosure on pages 21, 22, 23, 149 and 150, and the Company will provide
the values accompanying the revised disclosure in a subsequent pre-effective amendment to the Registration Statement to address the matters identified in the Staff’s comment. In addition, the Company has
defined the terms “Earnout Securities,” “Pre-Closing Replay Cash” and “Voting Rights Threshold Period” the first time these terms are used in the prospectus on pages 21, 25 and
the cover of the proxy statement/prospectus, respectively.

 Warrant Offer, page 20

9.
 Please disclose the factors that FoA will consider in connection with its determination of whether or not it
will require Replay to commence the Warrant Offer. Please also explain to us any anticipated timing concerns with commencing such tender offer so that it can be consummated concurrently with the closing, such as the need to make any additional
filings, or any exemption you are relying upon.

 The Company has revised the disclosure on pages 23, 24 and 154 to
discuss factors that FoA may consider in connection with its determination of whether or not it will require Replay to commence the Warrant Offer. In the event FoA requires Replay to commence the Warrant Offer, Replay will conduct the Warrant Offer
in compliance with Section 14(e) of the Securities and Exchange Act of 1934 and the rules and regulations thereunder and would file additional disclosure with the SEC setting forth the terms and conditions of the Warrant Offer, which would
include the contemplated timing of the Warrant Offer.

 Other Agreements Related to the Transaction Agreement Exchange Agreement, page 25

10.
 Please revise your summary of the Exchange Agreement on pages 25, 332 and throughout to clarify that the
voting power afforded to holders of FoA Units by their shares of Class B Common Stock is automatically and correspondingly reduced as they exchange FoA Units for shares of Class A Common Stock of New Pubco pursuant to the Exchange
Agreement. In this regard, we note your disclosure on page 29. Please explain the voting power of the Class B Common Stock compared to the Class A Common Stock and quantify, to the extent practicable, what is meant by the statement that
the Class B holders have a number of votes that is equal to the aggregate number of FoA Units to held by such holders. Please also expand your disclosure under Description of Securities, Common Stock, to separately explain the features of the
Class B common stock, including the Class B voting rights.

 The Company has revised pages 29, 165, 340 and
354 to clarify that the voting power afforded to holders of FoA Units by their shares of Class B Common Stock is automatically and correspondingly reduced as they exchange FoA Units for shares of Class A Common Stock of the Company
pursuant to the Exchange Agreement. Additionally, the Company has revised pages 29, 33, 165, 340 and 354 to add an example of how the voting power of the Class B Common Stock operates. Further, the Company has revised page 340 to expand the
disclosure under “Description of Securities—Authorized and Outstanding Stock” to separately explain the features of the Class B Common Stock, including the Class B voting rights.

 Organizational Structure Following the Business Combination, page 29

11.
 Your disclosure on page 29 that the Continuing Unitholders will hold all of the issued and outstanding
shares of FoA’s Class B Common Stock appears inconsistent with the diagram on page 29, which shows the Class B Common Stock as a class of New Pubco’s securities. Please revise for clarity and consistency. In addition, please add
the number of securities, including shares of Class A Common Stock, Class B Common Stock, Public Warrants and FoA Units held by each group indicated in the diagram, and please add Replay, Blocker and FoA’s subsidiaries to the diagram.
Please also include a diagram of FoA prior to the business combination.

 The Company advises the Staff that the
Class B Common Stock is a class of New Pubco’s securities rather than a class of FoA’s securities. The Company has revised pages 32, 33 and 34 to clarify this and to address the other matters identified in the Staff’s comment.

 Risks Related to Our Business and Industry Our geographic concentration could materially and adversely affect us, page 43

12.
 Please disclose the percentage of your lending portfolio that is concentrated in California so that
investors understand the scope of this risk. In addition, please balance the disclosure in the first bullet point on page 182 to disclose that a significant portion of your lending portfolio is concentrated in California, or advise.

 The Company has revised page 52 to disclose the percentage of the Company’s originations in California.
Additionally, the Company has revised page 200 to clarify that is referring to the diverse set of product markets it operates in, including forward mortgage, reverse mortgage and commercial lending, as opposed to referring to geographic markets.

 Risk Factors Risks Related to Our Lending Business Conducting our business in a manner so that we are exempt, page 70

13.
 Please explain to us why you expect that your subsidiaries will qualify for an exclusion from registration
under the Investment Company Act. In this regard, we also note your disclosure on page 204 regarding the Investment Company Act and some areas that pertain to your business that you do not believe there is published guidance.

 The Company conducts, and intends to continue to conduct, its operations so that it is not required to register as
an investment company under the Investment Company Act. Section 3(a)(1)(A) of the Investment Company Act defines an “investment company” as any issuer that is or holds itself out as being engaged primarily in the business of
investing, reinvesting or trading in securities. Section 3(a)(1)(C) of the Investment Company Act defines an investment company as any issuer that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or
trading in securities and owns or proposes to acquire investment securities having a value exceeding 40% of the value of the issuer’s total assets (exclusive of U.S. Government securities and cash items) on an unconsolidated basis. Excluded
from the term “investment securities,” among other things, are U.S. Government securities and securities issued by majority-owned subsidiaries that are not themselves investment companies and are not relying on the exception from the
definition of investment company set forth in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act.

 As disclosed in
the prospectus, the Company is organized as a holding company that conducts, and will continue to conduct, its businesses through subsidiaries. Many of the Company’s subsidiaries are excluded from the definition of “investment
company” pursuant to Section 3(c)(5)(C) of the Investment Company Act. The Company’s interests in these subsidiaries (which are either wholly-owned or majority-owned) do not constitute “investment securities” for the
purposes of the Investment Company Act. Accordingly, the Company treats the fair value of the interest of these subsidiaries it owns, on an unconsolidated basis, as securities but not as “investment securities” for purposes of
Section 3(a)(1)(C) of the Investment Company Act. The fair value of the securities the Company owns that are issued by any of its subsidiaries that are excluded from the definit

United States securities and exchange commission logo
December 3, 2020
Edmond M. Safra
President
Finance of America Companies Inc.
767 Fifth Avenue, 46th Floor
New York, NY 10153
Re:Finance of America Companies Inc.
Registration Statement on Form S-4
Filed November 6, 2020
File No. 333-249897
Dear Mr. Safra:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
General
1.Please provide your analysis as to why you believe that the offer of securities in
connection with the Domestication is exempt from registration under the Securities Act.
2.Please revise to provide the information required by Item 3(f) of Form S-4 or tell us where
the information is disclosed.
Cover Page
3.Please disclose here the number of shares of Class A Common Stock and New Pubco
warrants that New Pubco is offering in this registration statement pursuant to Item 501of
Regulation S-K, and disclose that New Pubco will be a "controlled company" within the

 FirstName LastNameEdmond M. Safra
 Comapany NameFinance of America Companies Inc.
 December 3, 2020 Page 2
 FirstName LastName
Edmond M. Safra
Finance of America Companies Inc.
December 3, 2020
Page 2
meaning of the NYSE rules.
Questions and Answers About the Business Combination
Questions and Answers About the General Meeting of Replay's Shareholders and the Related
Proposals, page 7
4.Please include in the Question and Answer Section that the warrant holders will not vote
on any of the proposals, if true.  In addition, please disclose in the Questions and Answers
Section About the Business Combination (i) the ratio of Replay LLC warrants and New
Pubco warrants that the holders of Replay public warrants will receive in connection with
the Domestication and the Business Combination, (ii) that fractional warrants will be
rounded down to the nearest whole number in connection with the Domestication and
Business Combination and (iii) whether or not the New Pubco warrants will be listed on
an exchange.
5.Please add a question and answer that describes the positive and negative factors
that Replay's board of directors considered in connection with the Transaction
Agreement.  In addition, please add a question and answer that identifies
each proposal that is conditioned upon the approval of the other proposals.
Who will be the directors and officers of New Pubco if the Business Combination is
consummated, page 9
6.Please expand this question and answer to provide a summary of the Stockholders
Agreement.  In addition, please revise the description of the Stockholders Agreement on
page 24 to disclose the provisions related to the Principal Stockholders' right to nominate
a certain number of directors to the New Pubco Board, including the number of directors,
the relevant ownership percentages of New Pubco securities and the term of the
agreement.
Do I have redemption rights?, page 11
7.Please disclose the maximum amount of shares that may be redeemed pursuant to the
Transaction Agreement.  In this regard, we note your disclosure on page 21 that the Pre-
Closing Replay Cash must be equal to or greater than $400,000,000.  In addition, we note
your disclosure on page 12 that Replay public shareholders will be able to vote on the
Cayman Proposals even if they redeem their Public Shares.  Please clarify whether such
holders will be able to vote on the other proposals.  Also, please revise the second
complete question and answer on page 13 to clarify whether the holders of Ordinary
Shares have appraisal rights in connection with the Domestication.  In this regard, we note
that they do not have appraisal rights in connection with the Business Combination.

 FirstName LastNameEdmond M. Safra
 Comapany NameFinance of America Companies Inc.
 December 3, 2020 Page 3
 FirstName LastName
Edmond M. Safra
Finance of America Companies Inc.
December 3, 2020
Page 3
Summary of the Proxy Statement/Prospectus
The Business Combination
Consideration, page 19
8.Please revise this section to disclose (i) the aggregate value and the value of the per share
and per warrant consideration that the Replay public shareholders and public warrant
holders will receive, (ii) the aggregate value that the Sponsor will receive for its Founder
Shares and Private Placement Warrants as well as the value of the per Founder Share and
per Private Placement Warrant consideration that the Sponsor will receive, (iii) the
amount of cash that the Sellers and and Blocker GP will receive for the sale of the FoA
Units as well as the per FoA Unit consideration that they will receive, (iv) the aggregate
value that the Blocker Shareholders will receive in connection with the Blocker Merger as
well as the value of the per share consideration for the Blocker Shares that they will
receive, (v) the aggregate value that Blocker GP will receive in connection with the
exchange of its FoA Units for shares of Class A common stock as well as the value of the
per FoA Unit consideration it will receive, and (vi) the aggregate value that the Sellers
and each party of the Sellers will receive in connection with the Business Combination,
including the value of the Class B Common Stock they will receive.  In addition, please
define the terms "Earnout Securities," "Pre-Closing Replay Cash" and "Voting Rights
Threshold Period" the first time these terms are used in the prospectus.
Warrant Offer, page 20
9.Please disclose the factors that FoA will consider in connection with its determination of
whether or not it will require Replay to commence the Warrant Offer.  Please also explain
to us any anticipated timing concerns with commencing such tender offer so that it can be
consummated concurrently with the closing, such as the need to make any additional
filings, or any exemption you are relying upon.
Other Agreements Related to the Transaction Agreement
Exchange Agreement, page 25
10.Please revise your summary of the Exchange Agreement on pages 25, 332 and throughout
to clarify that the voting power afforded to holders of FoA Units by their shares of Class B
Common Stock is automatically and correspondingly reduced as they exchange FoA Units
for shares of Class A Common Stock of New Pubco pursuant to the Exchange
Agreement.  In this regard, we note your disclosure on page 29.  Please explain the voting
power of the Class B Common Stock compared to the Class A Common Stock and
quantify, to the extent practicable, what is meant by the statement that the Class B holders
have a number of votes that is equal to the aggregate number of FoA Units to held by such
holders. Please also expand your disclosure under Description of Securities, Common
Stock, to separately explain the features of the Class B common stock, including the Class
B voting rights.

 FirstName LastNameEdmond M. Safra
 Comapany NameFinance of America Companies Inc.
 December 3, 2020 Page 4
 FirstName LastName
Edmond M. Safra
Finance of America Companies Inc.
December 3, 2020
Page 4
Organizational Structure
Following the Business Combination, page 29
11.Your disclosure on page 29 that the Continuing Unitholders will hold all of the issued and
outstanding shares of FoA's Class B Common Stock appears inconsistent with the diagram
on page 29, which shows the Class B Common Stock as a class of New Pubco's
securities.  Please revise for clarity and consistency.  In addition, please add the number of
securities, including shares of Class A Common Stock, Class B Common Stock, Public
Warrants and FoA Units held by each group indicated in the diagram, and please add
Replay, Blocker and FoA's subsidiaries to the diagram.  Please also include a diagram of
FoA prior to the business combination.
Risks Related to Our Business and Industry
Our geographic concentration could materially and adversely affect us, page 43
12.Please disclose the percentage of your lending portfolio that is concentrated in California
so that investors understand the scope of this risk.  In addition, please balance the
disclosure in the first bullet point on page 182 to disclose that a significant portion of your
lending portfolio is concentrated in California, or advise.
Risk Factors
Risks Related to Our Lending Business
Conducting our business in a manner so that we are exempt, page 70
13.Please explain to us why you expect that your subsidiaries will qualify for an exclusion
from registration under the Investment Company Act.  In this regard, we also note your
disclosure on page 204 regarding the Investment Company Act and some areas that
pertain to your business that you do not believe there is published guidance.
Unaudited Pro Forma Combined Consolidated Financial Information, page 96
14.We note a number of blanks throughout the pro forma financial information.  Please fill in
the appropriate information when available to enable a reader to fully understand the
information presented.

 FirstName LastNameEdmond M. Safra
 Comapany NameFinance of America Companies Inc.
 December 3, 2020 Page 5
 FirstName LastName
Edmond M. Safra
Finance of America Companies Inc.
December 3, 2020
Page 5
Accounting for the Business Combination, page 98
15.Please provide us your accounting analysis related to accounting for the business
combination using the acquisition method under ASC 805.  Please include all relevant
facts and circumstances and the specific guidance that supports your accounting
determination.  At a minimum, please tell us:

•How you determined that FoA was a variable interest entity,
•How you determined which entity was the acquirer,
•How you determined which entity was considered to be the primary beneficiary, and
•How you considered New Pubco and Blocker in the analysis.
16.We note your accounting disclosure refers to Replay as the acquiring entity but New
Pubco as the primary beneficiary.  We also note that you present pro forma financial
information as if the business combination is between Replay and FoA.   Please revise to
clarify which entity acquired the controlling financial interest in FoA and update the
accounting and pro forma disclosure as needed.
17.Please tell us how New Pubco accounted for the Replay Merger and the Blocker Merger.
Please include the accounting guidance supporting your determinations.
Other Events, page 98
18.Please revise to disclose, if true, that Finance of America Funding LLC is a wholly-owned
subsidiary of FoA.
Adjustments and Assumptions to the Unaudited Pro Forma Combined Consolidated Balance
Sheet as of June 30, 2020, page 105
19.Please revise adjustment (m) to more clearly describe why cash distributions are being
made to Continuing Unitholders and Continuing Stockholders, clarify how the adjustment
is determined for each redemption scenario, and clarify why the offset is to Goodwill.
Please revise to refer to the section of the document that describes this distribution more
fully.
20.Please revise adjustment (p) to disclose how you determined the amount of contingent
consideration to recognize.
21.We note your discussion related to adjustment (u) on page 108 related to the non-
controlling interest but do not see adjustment (u) included in the pro forma financial
information.  Please advise or revise as appropriate.  Additionally, please revise to clarify
how the fair value of the non-controlling interest was determined.
22.Please revise adjustment (v) to more clearly show the recognition and calculation of
goodwill measured as the excess of (a) over (b) as described in ASC 805-30-30-1 under
each redemption scenario which should correspond to the amount presented in the Pro
Forma Combined columns.

 FirstName LastNameEdmond M. Safra
 Comapany NameFinance of America Companies Inc.
 December 3, 2020 Page 6
 FirstName LastNameEdmond M. Safra
Finance of America Companies Inc.
December 3, 2020
Page 6
23.We note you have “Deferred Tax Asset” and “Tax Receivable Agreement Obligations to
the Seller” line items in the calculation of the total consideration transferred in adjustment
(v).  Please revise to provide appropriate disclosure of each item to explain what it
represents, why it is considered part of the consideration transferred by the acquirer, and
explain how the amount is measured.
Adjustments and Assumptions to the Unaudited Pro Forma Combined Consolidated Statement of
Operations for the Six Months Ended June 30, 2020 , page 110
24.Please revise adjustment (j) to clearly show how you determined the amount of
noncontrolling interest for each period presented.
Proposal No. 1 - Cayman Proposals
The Domestication, page 119
25.Pursuant to Exchange Act Rule14a-4(a)(3), please include (i) separate proposals for the
Domestication and the Business Combination and (ii) separate proposals for each of the
material provisions in the Replay LLCA, including the exclusive forum provision and the
jury waiver provision, or advise.  Also, please file the Form of Proxy Card with the next
amendment. Regarding the exclusive forum provision, please disclose whether
the provision applies to actions arising under the Securities Act or Exchange Act.  In that
regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought to enforce any duty or liability created by the Exchange Act or the
rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce any duty or
liability created by the Securities Act or the rules and regulations thereunder.  If the
provision applies to Securities Act claims, please also revise your prospectus to state that
there is uncertainty as to whether a court would enforce such provision and that investors
cannot waive compliance with the federal securities laws and the rules and regulations
thereunder.  If this provision does not apply to actions arising under the Securities Act or
Exchange Act, please also ensure that the exclusive forum provision in the governing
documents states this clearly, or tell us how you will inform investors in future filings that
the provision does not apply to any actions arising under the Securities Act or Exchange
Act.  Regarding the jury waiver provision, please disclose whether this provision
applies to claims under the federal securities laws, the risks of the provision or other
impacts on Replay Acquisition LLC security holders and any uncertainty regarding
enforceability.
The Business Combination
The Background of the Business Combination, page 121
26.Please revise to disclose the terms of the initial terms sheet Replay provided to FoA and
describe the negotiations regarding these terms, including the valuation of FoA, the ratio
for the public shares, the negotiations regarding the portion of the Sponsor's founder

 FirstName LastNameEdmond M. Safra
 Comapany NameFinance of America Companies Inc.
 December 3, 2020 Page 7
 FirstName LastNameEdmond M. Safra
Finance of America Companies Inc.
December 3, 2020
Page 7
shares that would be made subject to vesting as part of the transaction and any other
material provisions and terms that were negotiated after Replay's initial discussion with
FoA and prior to the signing of the Transaction Agreement and related documents and
agreements.
Regulatory Approvals Required for the Business Combination, page 129
27.Please identify the governmental approvals, including both federal and state
approvals, that are necessary for the Business Com