UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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 Report (Date of earliest event reported): March 2530, 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. Employer

Identification No.)

1701 Village Center Circle

Las Vegas, NV

89134

(Address of principal executive offices)

(Zip Code)

(702) 323-7330

(Registrant’s telephone number, including area code)

(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 Symbols	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
Class A common stock, par value $0.0001 per share	BFT	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	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). ☒

If 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. ☐

~~Terms~~Introductory ~~used~~Note but not defined herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such terms in the proxy statement filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2021 (the “Proxy Statement”) by Foley Trasimene Acquisition Corp. II (“FTAC”) in the Section entitled “Frequently Used Terms” beginning on page 3 thereof, and such definitions are incorporated herein by reference.

~~Item~~As 5previously disclosed in the Current Report on Form 8-K filed by Foley Trasimene Acquisition Corp.07 II (“FTAC”) with the Securities and Exchange Commission (the “SEC”) on December 7, 2020, FTAC entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Paysafe Limited, an exempted limited company incorporated under the laws of Bermuda (the “Company”), Paysafe Merger Sub Inc., ~~Submission~~a Delaware corporation and direct, wholly owned subsidiary of ~~Matters~~the toCompany (“Merger Sub”), Paysafe Bermuda Holding LLC, a ~~Vote~~Bermuda exempted limited liability company (the “LLC”), Pi Jersey Holdco 1.5 Limited, a private limited company incorporated under the laws of ~~Security~~Jersey, ~~Holders~~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 2530, 2021 (the “Closing Date”), ~~FTAC~~in ~~held~~accordance with the ~~Special~~terms ~~Meeting.~~of Atthe Merger Agreement, the ~~close~~Parties ofcompleted the business combination ontransaction ~~February 17~~(the “Business Combination”) pursuant to which, ~~2021~~among other things, (i) Merger Sub merged with and into FTAC, with FTAC being the ~~record~~surviving ~~date~~corporation ~~for~~in ~~determination~~the merger and an indirect subsidiary of ~~stockholders~~the ~~entitled~~Company to(the ~~vote~~“Merger”) atand each outstanding share of common stock of FTAC (other than certain excluded shares) converted into the ~~Special~~right ~~Meeting,~~to ~~there~~receive ~~were~~one ~~183~~common share,~~379,181~~ ~~shares~~par value $0.001 per share, of ~~FTAC’s~~the ~~common~~Company ~~stock~~(the ~~outstanding~~“Company Common Shares”) and ~~entitled~~(ii) PGHL totransferred ~~vote~~and atcontributed ~~the~~Pi ~~Special~~Jersey ~~Meeting.~~Holdco Atto the ~~Special~~Company ~~Meeting,~~in ~~110~~exchange for Company Common Shares and cash (collectively,~~398,200~~ ~~shares~~the of“Paysafe ~~FTAC’s~~Contribution”, ~~common~~and ~~stock~~together ~~were~~with ~~represented~~the byother ~~proxy~~transactions contemplated by the Merger Agreement, ~~constituting~~the a“Transactions”). ~~quorum~~Capitalized ~~and~~terms ~~more~~not ~~than~~otherwise adefined ~~majority~~have ofthe meaning set forth in the ~~shares~~Merger Agreement. The description of ~~FTAC’s~~the ~~common~~Merger ~~stock~~Agreement ~~entitled~~and torelated ~~vote~~transactions (including, atwithout limitation, the ~~Special~~Business ~~Meeting.~~Combination) Atin 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 ~~Special~~full ~~Meeting~~text of the Merger Agreement, which is attached as Exhibit 2.1 to FTAC’s ~~stockholders~~Current ~~considered~~Report on Form 8-K filed with the ~~following~~SEC ~~proposals:~~on December 7, 2020 and incorporated herein by reference.

~~Proposal~~Item ~~No.~~ 1. A proposal to approve the Business Combination, including (a) adopting the Merger Agreement, (b) the issuance of shares of FTAC’s Class C common stock in exchange for the warrants held by the Founder and (c) approving the other transactions contemplated by the Merger Agreement and related agreements described in the Proxy Statement01. ~~The following~~Entry isinto a ~~tabulation~~Material ofDefinitive ~~the votes with respect to this proposal, which was approved by FTAC’s stockholders:~~ Agreement

For		Against		Abstain
109,389,165		96,805		912,230

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

~~Prior~~Upon to the ~~Special~~completion ~~Meeting,~~of ~~holders~~the ofBusiness ~~98,846~~Combination ~~public~~(the ~~shares~~“Effective ofTime”), FTAC’s ~~Class A~~entered ~~common~~into ~~stock~~that ~~properly~~certain ~~exercised~~Warrant ~~their~~Assumption ~~right~~Agreement toby ~~have~~and ~~such~~among ~~shares~~FTAC, ~~redeemed~~the ~~for~~Company and Continental Stock Transfer & Trust Company, a ~~full~~New ~~pro~~York ~~rata~~corporation ~~portion~~(“Continental”, ofand the ~~trust~~agreement, ~~account~~the ~~holding~~“Warrant Assumption Agreement”). Pursuant to the ~~proceeds~~Warrant ~~from~~Assumption Agreement, the Company assumed all of FTAC’s ~~initial~~rights ~~public~~and ~~offering~~obligations under the Warrant Agreement, ordated ~~approximately~~as of August 21, 2020 by and between FTAC and Continental (the “Warrant Agreement”), and each warrant entitling the holder thereof to purchase one share of Class A Common Stock (as defined below) at a price of $1011.0050 per share (each an “FTAC Warrant”) was exchanged for a warrant to purchase Company Common Share(s) pursuant to the terms and ~~$988,460~~conditions inof the ~~aggregate~~Warrant Agreement.

~~Proposal~~The ~~No.~~description 2.of Athe ~~proposal~~Warrant toAssumption ~~approve~~Agreement ~~and~~in ~~adopt~~this ~~the~~Form ~~third~~8-K ~~amended~~does ~~and~~not ~~restated certificate~~purport ofto ~~incorporation~~be ofcomplete ~~FTAC.~~and ~~The~~is ~~following~~subject, isand aqualified ~~tabulation~~in ofits entirety by reference to the ~~votes~~full ~~with~~text ~~respect~~of tothe ~~this~~Warrant ~~proposal~~Assumption Agreement, which ~~was~~is ~~approved~~attached byhereto ~~FTAC’s~~as ~~stockholders:~~Exhibit 4.1.

For		Against		Abstain
109,239,464		112,502		1,046,234

Item 2.01. Completion of Acquisition or Disposition of Assets

~~Proposal~~The ~~No.~~information 3.set Aforth ~~proposal to vote upon, on a non-binding advisory basis, certain governance provisions~~ in the ~~amended~~Introductory Note and ~~restated~~Item ~~bye-laws~~1.01 of ~~Paysafe~~this ~~Limited,~~Current ~~presented~~Report ~~separately~~on inForm ~~accordance~~8-K ~~with the SEC requirements. The following~~ is ~~a tabulation of the votes~~incorporated ~~with~~herein ~~respect to this proposal, which was approved~~ by ~~FTAC’s~~reference. ~~stockholders:~~

For		Against		Abstain
94,032,436		15,212,240		1,153,524

On the Closing Date, at the Effective Time, each share of FTAC’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) and FTAC’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and together with the Class A Common Stock, the “FTAC Common Stock”), outstanding as of immediately prior to the Effective Time, was cancelled and automatically converted into the right to receive one Company Common Share.

~~Proposal~~Also ~~No.~~on 4.the AClosing ~~proposal~~Date, toat ~~approve~~the ~~and~~Effective ~~adopt~~Time, each FTAC Warrant that was outstanding immediately prior to the ~~Paysafe~~Effective ~~Limited~~Time ~~2021~~was, ~~Omnibus~~pursuant ~~Incentive~~to ~~Plan~~and in accordance with the Warrant Agreement and the ~~material~~ ~~terms~~Warrant ~~thereunder~~Assumption Agreement, ~~including~~automatically and irrevocably modified to provide that such FTAC Warrant will no longer entitle the ~~authorization~~holder ofthereof to purchase the ~~initial~~amount of share(s) ~~reserve~~of ~~thereunder.~~FTAC ~~The~~Common ~~following~~Stock set isforth atherein ~~tabulation~~and ofin ~~the~~substitution ~~votes~~thereof ~~with~~such ~~respect~~warrant will entitle the holder thereof to ~~this~~acquire ~~proposal,~~the ~~which~~same ~~was~~number ~~approved~~of byCompany Common Shares per FTAC’s ~~stockholders:~~Warrant on the same terms.

For		Against		Abstain
90,879,397		18,290,492		1,228,311

In connection with the consummation of the Business Combination, and immediately prior to the Effective Time, the FTAC Warrants held by Trasimene Capital FT, LP II (the “Sponsor”) were exchanged for shares of 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 into Company Common Shares or cash, as determined by the LLC, beginning on March 30, 2022 and expiring on March 30, 2026.

~~Proposal~~The ~~No.~~description 5.of ~~Because~~the ~~Proposals~~Business ~~Nos.~~Combination 1,set 2,forth 3above does not purport to be complete and is 4qualified ~~were~~in ~~approved~~its entirety by reference to the ~~requisite~~Merger ~~number~~Agreement, ofwhich ~~shares~~was ~~of FTAC’s~~filed ~~common~~by ~~stock,~~FTAC as ~~described~~Exhibit ~~above,~~2.1 ~~the~~to ~~vote~~FTAC’s Current Report on ~~Proposal~~Form ~~No. 5,~~8-K ~~the~~filed ~~Adjournment~~on ~~Proposal~~December 7, ~~was not called~~2020.

Item 83.01.~~Other~~ ~~Events.~~Notice of Delisting

OnThe ~~March 25,~~information ~~2021,~~set forth in the ~~parties~~Introductory ~~issued~~Note aand ~~joint~~Items ~~press~~1.01 ~~release~~and ~~announcing~~2.01 ~~the results~~ of ~~the~~this ~~Special~~Current ~~Meeting,~~Report aon ~~copy~~Form of8-K ~~which is~~are ~~furnished~~incorporated asherein ~~Exhibit~~by 99reference.1 ~~hereto.~~

~~The~~In ~~information~~connection ~~set~~with ~~forth~~the inBusiness ~~this~~Combination, ~~Item~~on March ~~8.01~~30, ~~including~~2021, FTAC notified the ~~text~~New York Stock Exchange (“NYSE”) of the ~~press~~consummation of ~~releases~~the ~~attached~~Business ~~hereto,~~Combination isand ~~being furnished~~requested (i) that NYSE suspend trading of the Class A Common Stock effective March 30, 2021 and ~~shall~~(ii) file ~~not~~with bethe ~~deemed~~SEC ~~“filed”~~a ~~for~~Form ~~purposes~~25 to delist the Class A Common Stock, the FTAC Warrants and the units of FTAC (the “FTAC Securities”) under Section 1812(b) of the ~~U.S.~~ Securities Exchange Act of 1934, as amended, or(the ~~otherwise~~“Exchange ~~subject~~Act”). FTAC intends to ~~the~~file ~~liabilities~~a ofcertification ~~such~~on ~~section.~~Form ~~Such~~15 ~~information~~with ~~shall~~the ~~not~~SEC beto ~~incorporated~~deregister bythe ~~reference~~FTAC ~~into~~Securities ~~any~~and ~~registration~~suspend ~~statement~~FTAC’s orreporting ~~other~~obligations ~~document~~under ~~pursuant~~Sections to13 ~~the~~and ~~U.S.~~15(d) ~~Securities Act~~ of ~~1933,~~the asExchange ~~amended~~Act.

Item 93.0102. ~~Financial~~Unregistered ~~Statement~~Sales ~~and~~of ~~Exhibits.~~Equity Securities

~~(d)~~The ~~Exhibits~~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 ~~Exhibit~~description ~~Index~~of the Forward Purchase Agreement in this Current Report on Form 8-K does not purport to be complete and is ~~incorporated~~subject, byand 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.

~~EXHIBIT~~At ~~INDEX~~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.

Exhibit No.		Description
99.1		Press Release of Foley Trasimene Acquisition Corp. II, dated March 25, 2021.

Item 3.03. Material Modification to Rights of Security Holders

~~SIGNATURE~~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.

~~Pursuant~~Item to5.01. ~~the~~Changes ~~requirements~~in ofControl ~~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.~~ Registrant

~~Dated:~~The ~~March 25~~information set forth in the Introductory Note, ~~2021~~Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K are incorporated herein by reference.

~~Foley~~As ~~Trasimene~~of ~~Acquisition~~the ~~Corp.~~Effective IITime ~~By:~~and ~~/s/~~as ~~Michael~~a L.result ~~Gravelle~~of ~~Name:~~the ~~Michael~~Merger, L.a ~~Gravelle~~change ~~Title:~~in ~~General~~control ~~Counsel~~of FTAC occurred and ~~Corporate~~FTAC ~~Secretary~~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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