UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of ~~the~~Report: ~~Securities~~May ~~Exchange~~18, ~~Act of 1934~~ 2021

~~Date of Report~~ (Date of earliest event reported)~~: March 30, 2021~~

FOLEY TRASIMENE ACQUISITION CORP. II

(Exact name of registrant as specified in its charter)

Delaware		001-39456		85-1961020
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~I.R.S.~~IRS Employer Identification No.)

1701 Village Center Circle Las Vegas, NV		89134
(Address of principal executive offices)		(Zip Code)

1701 Village Center Circle

Las Vegas, NV 89134

(Address of principal executive offices, including zip code)

(702) 323-7330

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

☐ ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	~~Trading~~Name ~~Symbols~~of each exchange on which registered	~~Name of each exchange on which registered~~
Units, each consisting of one share of Class A common stock and one-third of one Warrant		BFT.U	The New York Stock Exchange
Units, each consisting of one share of Class A common stock and one- third of one Warrant	BFT.U	The New York Stock Exchange
Class A common stock, par value $0.0001 per share	BFT	~~BFT~~The New York Stock Exchange	~~The New York Stock Exchange~~
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	BFT WS	~~BFT~~The WSNew York Stock Exchange	~~The New York Stock Exchange~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒

IfEmerging ~~an emerging~~ growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ x

~~Introductory~~If ~~Note~~an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

AsItem ~~previously~~4.02 ~~disclosed in the Current Report on Form 8~~Non-KReliance ~~filed by Foley Trasimene Acquisition Corp. II (“FTAC”) with the Securities and Exchange Commission (the “SEC”)~~ on ~~December 7,~~Previously ~~2020,~~Issued ~~FTAC~~Financial ~~entered~~Statement ~~into~~or anRelated ~~Agreement~~Audit ~~and~~Report ~~Plan~~or ofCompleted ~~Merger~~Interim ~~(the “Merger Agreement”) with Paysafe Limited, an exempted limited company incorporated under the laws of Bermuda (the “Company”), Paysafe Merger Sub Inc~~Review., a Delaware corporation and direct, wholly owned subsidiary of the Company (“Merger Sub”), Paysafe Bermuda Holding LLC, a Bermuda exempted limited liability company (the “LLC”), Pi Jersey Holdco 1.5 Limited, a private limited company incorporated under the laws of Jersey, Channel Islands (“Pi Jersey Holdco”) and Paysafe Group Holdings Limited, a private limited company incorporated under the laws of England and Wales (“PGHL”, and together with the foregoing the “Parties”).

~~On March 30, 2021~~ (~~the “Closing Date”~~a), inAs ~~accordance~~previously ~~with~~disclosed ~~the~~in ~~terms of~~ the ~~Merger~~Current ~~Agreement, the Parties completed the business~~Report ~~combination~~on ~~transaction~~Form 8-K (~~the~~this “~~Business~~Form ~~Combination~~8-K”) ~~pursuant~~filed toby ~~which,~~Foley ~~among~~Trasimene ~~other~~Acquisition ~~things,~~Corp. ~~(i) Merger~~II ~~Sub merged with and into~~ (“FTAC,” ~~with~~or ~~FTAC being~~ the ~~surviving~~“Company”) with ~~corporation in~~ the ~~merger~~Securities and anExchange ~~indirect~~Commission ~~subsidiary of the Company~~ (the “~~Merger~~SEC”) ~~and~~on ~~each~~March ~~outstanding~~30, ~~share~~2021, ~~of common stock of~~ FTAC ~~(other~~completed ~~than~~its ~~certain~~business ~~excluded~~combination ~~shares) converted into the right to receive one common share, par value $0.001 per share, of the Company~~ transaction (the “~~Company Common~~Business ~~Shares~~Combination”) ~~and~~with ~~(ii) PGHL~~Paysafe ~~transferred~~Limited, ~~and~~an ~~contributed~~exempted Pilimited ~~Jersey~~company ~~Holdco~~incorporated tounder the ~~Company~~laws inof ~~exchange~~Bermuda ~~for Company Common Shares and cash~~ (~~collectively, the~~ “Paysafe ~~Contribution~~”), following ~~and~~which ~~together~~FTAC ~~with~~became ~~the~~a ~~other transactions~~wholly-owned ~~contemplated~~subsidiary byof ~~the~~Paysafe. ~~Merger~~Immediately ~~Agreement,~~following the ~~“Transactions”).~~effective ~~Capitalized~~time ~~terms~~of ~~not~~the ~~otherwise~~Business ~~defined~~Combination, all ~~have~~of ~~the~~FTAC’s ~~meaning~~directors ~~set~~and ~~forth~~officers inresigned ~~the~~from ~~Merger Agreement~~FTAC. ~~The~~Following ~~description of~~ the ~~Merger~~closing ~~Agreement~~of ~~and related transactions (including, without limitation,~~ the Business Combination), inon ~~this~~April ~~Current~~12, ~~Report~~2021, onFTAC filed a Form ~~8-K~~15 ~~does~~with ~~not~~the ~~purport~~SEC to bedelist ~~complete~~ and isderegister ~~subject, and qualified in~~ its ~~entirety~~securities bypursuant ~~reference~~ to ~~the~~Rules ~~full text of the Merger Agreement, which is attached as Exhibit 2.~~12g-4(a)(1) ~~to FTAC’s Current Report on Form 8-K filed with the SEC on December 7, 2020~~ and ~~incorporated herein by reference~~12h-3(b)(1)(i).

~~Item~~On ~~1.01.~~April ~~Entry~~12, ~~into~~2021, the staff (the “Staff”) of the SEC issued a ~~Material~~statement ~~Definitive~~entitled ~~Agreement~~“Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.” In the statement, the Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as FTAC.

~~The~~In ~~information~~connection ~~set~~with ~~forth~~such statement, FTAC revisited the accounting for its public warrants and private placement warrants issued in connection with FTAC’s initial public offering (the ~~Introductory~~“Warrants”), ~~Note~~as well as for the forward purchase agreement entered into with an anchor investor (the “FPA”), and determined ~~Item~~that 2the Warrants and FPA should be treated as derivative liabilities pursuant to Accounting Standards Codification Subtopic 815-40, Contracts in Entity's Own Equity, rather than as components of equity as FTAC previously treated the Warrants and FPA.01 FTAC’s accounting for the Warrants and FPA as components of ~~this~~equity ~~Current~~rather ~~Report~~than onas ~~Form~~derivative ~~8-K~~liabilities isdid ~~incorporated~~not have any effect on FTAC’s ~~herein~~previously byreported ~~reference.~~operating expenses, cash flows or cash.

~~Upon~~As ~~the~~a ~~completion~~result of the ~~Business~~foregoing, ~~Combination~~on ~~(the~~May ~~“Effective Time”)~~18, ~~FTAC entered into that certain Warrant~~2021, ~~Assumption~~management ~~Agreement~~of ~~by and among FTAC,~~ the Company ~~and~~prior ~~Continental~~to ~~Stock~~the ~~Transfer &~~closing ~~Trust~~of ~~Company,~~the aBusiness ~~New~~Combination ~~York~~concluded ~~corporation~~that ~~(“Continental”, and~~ the ~~agreement,~~unaudited ~~the~~interim ~~“Warrant~~financial ~~Assumption~~statements ~~Agreement”). Pursuant to~~of ~~the~~FTAC ~~Warrant~~as ~~Assumption~~of ~~Agreement,~~and for the ~~Company~~period ~~assumed~~ended ~~all~~September of30, ~~FTAC’s~~2020 ~~rights~~ and ~~obligations under~~ the ~~Warrant~~audited ~~Agreement,~~financial ~~dated~~statements as of ~~August 21,~~and ~~2020~~for bythe ~~and~~year ~~between~~ended ~~FTAC~~December ~~and~~31, 2020 ~~Continental~~ (collectively, the “~~Warrant~~Non-Reliance ~~Agreement~~Periods”), ~~and~~should ~~each warrant~~no ~~entitling~~longer ~~the~~be ~~holder~~relied ~~thereof~~upon toand ~~purchase~~that ~~one~~the ~~share~~audited ofbalance ~~Class A~~sheet ~~Common Stock (~~as ~~defined~~of ~~below)~~August 21, at2020 abe ~~price~~revised, ofin ~~$11.50 per share (~~each ancase ~~“FTAC~~because ~~Warrant”) was exchanged for a warrant to purchase Company Common Share(s) pursuant to the terms and conditions~~ of the ~~Warrant~~errors ~~Agreement.~~identified therein.

~~The~~Consequently, ~~description~~the ofCompany ~~the~~today ~~Warrant~~is ~~Assumption~~announcing that ~~Agreement~~it inwill ~~this~~restate ~~Form~~its ~~8-K~~historical ~~does~~financial ~~not~~results ~~purport~~for tothe beNon-Reliance ~~complete~~Periods and isits ~~subject,~~audited ~~and~~balance ~~qualified~~sheet inas ~~its~~of ~~entirety~~August by21, ~~reference~~2020, in each case to reflect the ~~full~~change ~~text~~in ofaccounting treatment (the ~~Warrant~~“Restatement”). ~~Assumption~~The ~~Agreement~~Company is filing its Form 10-K/A for the period ended December 31, ~~which~~2020 isto ~~attached~~reflect ~~hereto~~the asRestatement ~~Exhibit~~contemporaneously ~~4.1.~~with the filing of this Form 8-K.

~~Item~~Management ~~2.01.~~of ~~Completion~~FTAC ofprior ~~Acquisition~~to orthe ~~Disposition~~closing of ~~Assets~~the Business Combination has discussed the matters disclosed pursuant to this Item 4.02(a) with the Company’s independent accountant.

~~The~~Cautionary ~~information~~Statements ~~set~~Regarding ~~forth in the Introductory Note and Item 1.01 of this Current Report on Form 8~~Forward-KLooking isStatements ~~incorporated herein by reference.~~

OnThis ~~the~~Current ~~Closing~~Report ~~Date,~~on atForm 8-K includes “forward-looking statements” within the ~~Effective~~meaning ~~Time,~~of ~~each~~the ~~share~~safe harbor provisions of ~~FTAC’s~~the ~~Class A~~United ~~common~~States ~~stock,~~Private ~~par~~Securities ~~value~~Litigation $0Reform Act of 1995.~~0001~~ Certain ~~per~~of ~~share~~these (forward-looking statements can be identified by the use of words such as “believes,” “expects,” “~~Class A~~intends,” ~~Common~~“plans,” ~~Stock~~“estimates,”) ~~and~~“assumes,” ~~FTAC’s~~“may,” ~~Class B~~“should,” ~~common~~“will,” ~~stock~~“seeks,” ~~par~~or ~~value~~other $0similar expressions.~~0001~~ ~~per~~Such ~~share~~statements (may include, but are not limited to, statements regarding the ~~“Class B~~Company’s intent ~~Common~~to ~~Stock”~~restate ~~and~~certain ~~together~~historical ~~with~~financial statements and the ~~Class A~~timing ~~Common~~and ~~Stock,~~impact of the Restatement. These statements are based on ~~“FTAC~~current ~~Common~~expectations ~~Stock”),~~on ~~outstanding~~the asdate of ~~immediately~~this ~~prior~~Form to8-K ~~the~~and ~~Effective~~involve ~~Time,~~a ~~was~~number ~~cancelled~~of risks and ~~automatically~~uncertainties ~~converted~~that ~~into~~may ~~the~~cause ~~right~~actual results to ~~receive~~differ significantly. ~~one~~The Company ~~Common~~does ~~Share~~not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

Also on the Closing Date, at the Effective Time, each FTAC Warrant that was outstanding immediately prior to the Effective Time was, pursuant to and in accordance with the Warrant Agreement and the Warrant Assumption Agreement, automatically and irrevocably modified to provide that such FTAC Warrant will no longer entitle the holder thereof to purchase the amount of share(s) of FTAC Common Stock set forth therein and in substitution thereof such warrant will entitle the holder thereof to acquire the same number of Company Common Shares per FTAC Warrant on the same terms. SIGNATURE

InPursuant ~~connection~~to ~~with~~ the ~~consummation~~requirements of the ~~Business~~Securities ~~Combination,~~Exchange ~~and~~Act ~~immediately~~of ~~prior to the Effective Time~~1934, ~~the FTAC Warrants held by Trasimene Capital FT,~~ ~~LP II (~~the ~~“Sponsor”)~~registrant ~~were~~has ~~exchanged~~duly ~~for~~caused ~~shares~~this ofreport ~~FTAC’s Class C common stock, par value $0.0001 per share (the “Class C Common Stock”), and immediately thereafter the Sponsor transferred and contributed such shares of Class C Common Stock~~ to ~~the LLC in exchange for exchangeable units of the LLC. Such exchangeable units will~~ be ~~exchangeable~~signed ~~into~~on ~~Company~~its ~~Common~~behalf ~~Shares or cash, as determined~~ by the ~~LLC,~~undersigned ~~beginning~~hereunto ~~on March 30,~~duly ~~2022 and expiring on March 30, 2026~~authorized.

The description of the Business Combination set forth above does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed by FTAC as Exhibit 2.1 to FTAC’s Current Report on Form 8-K filed on December 7, 2020.

	Foley Trasimene Acquisition Corp. II

May 18, 2021	By:	/s/ Ismail Dawood
	Name:	Ismail Dawood
	Title:	Chief Executive Officer

Item 3.01. Notice of Delisting

The information set forth in the Introductory Note and Items 1.01 and 2.01 of this Current Report on Form 8-K are incorporated herein by reference.

In connection with the Business Combination, on March 30, 2021, FTAC notified the New York Stock Exchange (“NYSE”) of the consummation of the Business Combination and requested (i) that NYSE suspend trading of the Class A Common Stock effective March 30, 2021 and (ii) file with the SEC a Form 25 to delist the Class A Common Stock, the FTAC Warrants and the units of FTAC (the “FTAC Securities”) under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). FTAC intends to file a certification on Form 15 with the SEC to deregister the FTAC Securities and suspend FTAC’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.02. Unregistered Sales of Equity Securities

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K are incorporated herein by reference.

Immediately prior to the Effective Time, pursuant to that certain Forward Purchase Agreement, dated as of July 31, 2020, by and between FTAC and Cannae Holdings, Inc., a Delaware corporation, as assigned by that certain Assignment and Assumption Agreement dated as of December 7, 2020 by and among Cannae Holdings, Inc. and Cannae Holdings, LLC, a Delaware limited liability company (“Cannae”, and the agreements together, the “Forward Purchase Agreement”), Cannae purchased Class A Common Stock in an aggregate share amount equal to 15,000,000 shares, plus an aggregate of 5,000,000 FTAC Warrants for $150.0 million. The description of the Forward Purchase Agreement in this Current Report on Form 8-K does not purport to be complete and is subject, and qualified in its entirety by reference to the full text of the Forward Purchase Agreement, which is attached as Exhibit 10.10 to FTAC’s Registration Statement on Form S-1 filed with the SEC on July 31, 2020 and incorporated herein by reference.

At the Effective Time, the FTAC Warrants held by the Sponsor were exchanged for an equal number of shares of Class C Common Stock, and immediately thereafter the Sponsor transferred and contributed such shares of Class C Common Stock to the LLC in exchange for exchangeable units of the LLC that will be exchangeable into Company Common Shares or cash, as determined by the LLC, on the same terms as such warrants, beginning on March 30, 2022 and expiring on March 30, 2026.

Item 3.03. Material Modification to Rights of Security Holders

The information set forth in the Introductory Note, Items 1.01, 2.01, 3.01, 3.02 and 5.03 of this Current Report on Form 8-K are incorporated herein by reference.

Item 5.01. Changes in Control of Registrant

The information set forth in the Introductory Note, Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K are incorporated herein by reference.

As of the Effective Time and as a result of the Merger, a change in control of FTAC occurred and FTAC became a wholly-owned subsidiary of the Company.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K are incorporated herein by reference.

Immediately following the Effective Time, each of William P. Foley, II, C. Malcolm Holland, Mark D. Linehan, Erika Meinhardt and Richard N. Massey voluntarily resigned from his or her position as a member of FTAC’s board of directors and any committee thereof.

Immediately following the Effective Time, all of the incumbent officers of FTAC, as of immediately prior to the Effective Time, were removed as officers of FTAC.

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

On March 30, 2021, pursuant to the terms of the Merger Agreement, the certificate of incorporation of FTAC was amended and restated in in its entirety (the “Third Amended and Restated Charter”), to, among other things, authorize 30,000,000 shares of Class C Common Stock. Immediately following the Effective Time FTAC amended and restated its certificate of incorporation (the “Fourth Amended and Restated Charter”) and bylaws (the “Second Amended and Restated Bylaws”) in their entirety, each effective as of March 30, 2021. Copies of the Third Amended and Restated Charter, the Fourth Amended and Restated Charter and the Second Amended and Restated Bylaws are filed as Exhibits 3.1, 3.2 and 3.3 hereto, respectively, each of which is incorporated herein by reference.

Item 8.01. Other Events

On March 30, 2021, FTAC and the Company issued a joint press release announcing the closing of the Business Combination, a copy of which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Number		Description
2.1*		Agreement and Plan of Merger by and among Foley Trasimene Acquisition Corp. II, Paysafe Limited, Paysafe Merger Sub Inc., Paysafe Bermuda Holding LLC, Pi Jersey Holdco 1.5 Limited and Paysafe Group Holdings Limited (incorporated herein by reference to Exhibit 2.1 to Foley Trasimene Acquisition Corp. II’s Current Report on Form 8-K filed with the SEC by Foley Trasimene Acquisition Corp. II on December 7, 2020).
3.1		Third Amended and Restated Certificate of Incorporation of Foley Trasimene Acquisition Corp. II.
3.2		Fourth Amended and Restated Certificate of Incorporation of Foley Trasimene Acquisition Corp. II.
3.3		Second Amended and Restated Bylaws of Foley Trasimene Acquisition Corp. II.
4.1		Warrant Assumption Agreement by and among Foley Trasimene Acquisition Corp. II, Paysafe Limited, and Continental Stock Transfer & Trust Company, dated March 30, 2021.
99.1		Joint Press Release of Foley Trasimene Acquisition Corp. II and Paysafe Group Holdings Limited, dated March 30, 2021.

* Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished as a supplement to the SEC upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 30, 2021

Foley Trasimene Acquisition Corp. II By: /s/ Michael L. Gravelle Name: Michael L. Gravelle Title: General Counsel and Corporate Secretary

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