FREEDOM ACQUISITION I CORP.
SUPPLEMENT NO. 2 TO
FOR
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
FREEDOM ACQUISITION I CORP.
February 24, 2023
To the Shareholders of
Freedom Acquisition I Corp.:
On February 13, 2023, Freedom Acquisition I Corp. (the “Company”, “FACT”,
“we”, “us” or “our”) filed a definitive proxy statement (as supplemented by the Supplement to the Proxy Statement, dated as of February 15, 2023, the “Proxy Statement”) with
the U.S Securities and Exchange Commission (the “SEC”) in connection with the Company’s Extraordinary General Meeting of shareholders to be held on February 28, 2023, at 10:30 AM, Eastern Time, at the offices of Paul Hastings
LLP, located at 200 Park Avenue, New York, New York, 10166 (the “Extraordinary General Meeting”), or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned, or virtually via
live webcast at www.cstproxy.com/freedomac1/2023 or by using the below dial-in numbers:
Telephone
access (listen-only):
Within the U.S. and Canada: 1
800-450-7155 (toll free)
Outside of the U.S. and Canada:
+1 857-999-9155 (standard rates apply)
Conference ID:
0548169#
The Company is filing this supplement (this “Supplement”) to its Proxy Statement solely to provide
clarification to its shareholders of the vote required to approve Proposal No. 2. This Supplement should be read in conjunction with the Proxy Statement, and other than the revisions described below, this Supplement does not modify any other
information in the Proxy Statement. From and after the date of this Supplement, any references to the “Proxy Statement” are to the Proxy Statement as supplemented hereby. Capitalized terms used but not defined herein have the
meanings ascribed to them in the Proxy Statement. If you have already voted, you do not need to vote again unless you would like to change or revoke your prior vote on any proposal. If you would like to change or revoke your prior vote on any
proposal, please refer to the Proxy Statement for instructions on how to do so.
The Proxy Statement currently indicates that, at the
Extraordinary General Meeting, the Company’s shareholders will be asked to consider and vote on Proposal No. 2, to approve by the affirmative vote of at least sixty-five percent (65%) of the outstanding Class A ordinary shares, par
value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B Ordinary
Shares” and together with the Class A Ordinary Shares, the “Ordinary Shares”), voting together as a single class, to amend the Investment Management Trust Agreement, dated February 25, 2021, in the form set forth in
Annex B of the Proxy Statement, by and between the Company and Continental Stock Transfer & Trust Company, to reflect the Extension (the “Trust Amendment” and such proposal, the “Trust Amendment
Proposal”).
The Company has filed this Supplement with the SEC to clarify to its shareholders that, consistent with Proposal
No. 1 requiring a percentage of the votes cast, approval of the Trust Amendment Proposal requires the affirmative vote of holders of sixty-five percent (65%) of the votes cast (emphasis added) of the then outstanding Class A
Ordinary Shares and Class B Ordinary Shares, voting together as a single class.
The Company has also filed this Supplement with the
SEC to advise shareholders that the Form of Amendment to Investment Management Trust Agreement set forth on Annex B of the Proxy Statement contained a typographical error in the third recital thereof relating to the vote required for the
approval of Proposal No. 2 and that, for the purposes of Proposal No. 2, the third recital of the Form of Amendment to Investment Management Trust Agreement in Annex B of the Proxy Statement is hereby amended and restated to
correctly read as follows:
“WHEREAS, Section 6(c) of the Trust Agreement provides the Trust Agreement may only be amended with
the affirmative vote of holders of sixty-five percent (65%) of the votes cast (emphasis added) of the then outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company, voting together as a single
class (the “Consent of the Shareholders”);”.
Only shareholders of record of the Company as of the close of
business on January 23, 2023, which is the record date for the Extraordinary General Meeting (the “Record Date”), are entitled to notice of, and to vote at, the Extraordinary General Meeting or any adjournment or postponement
thereof. On the Record Date, there were 43,125,000 Ordinary Shares issued and outstanding, including 34,500,000 Class A Ordinary Shares.
Public shareholders of the Company, regardless of whether they vote for or against the Proposals or do not vote at all, may elect to redeem
their shares into their pro rata portion of the Company’s trust account established in connection with its initial public offering that was consummated on March 2, 2021 if the Extension Amendment Proposal is implemented. For additional
information, see “Questions and Answers about the Extraordinary General Meeting” in the Proxy Statement.
Before you vote, you
should read the Proxy Statement and other documents that the Company has filed with the SEC, together with this Supplement, for more complete information about the Company and the Proposals. If you have any questions or need assistance voting your
Ordinary Shares, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by
emailing FACT.info@investor.morrowsodali.com.