Item 1.01. Entry into a Material Definitive Agreement
The information set forth in the Introductory Note and Item 2.01 of this Current
Report on Form 8-K is incorporated by reference into this Item 1.01.
In connection with the completion of the Business Combination, FTAC entered into
a Warrant Assumption Agreement, dated as of July 2, 2021, by and among FTAC, the
Company and Continental Stock Transfer & Trust Company, a New York corporation
("Continental", and such agreement, the "Warrant Assumption Agreement").
Pursuant to the Warrant Assumption Agreement, at the effective time of the FTAC
Merger (the "FTAC Effective Time"), FTAC assigned to the Company, and the
Company assumed, all of FTAC's rights and obligations under the Warrant
Agreement, dated as of May 29, 2020, by and between FTAC and Continental, as
warrant agent (the "Warrant Agreement"), including the obligation to issue
shares of Alight Class A Common Stock upon the exercise of the Converted FTAC
Warrants (as defined below) pursuant thereto.
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The foregoing description of the Warrant Assumption Agreement does not purport
to be complete and is subject, and qualified in its entirety by reference, to
the full text of the Warrant Assumption Agreement, which is attached hereto as
Exhibit 4.1 and is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets
The information set forth in the Introductory Note and Item 1.01 of this Current
Report on Form 8-K is incorporated herein by reference.
Consideration Paid to FTAC Stockholders
At the FTAC Effective Time, pursuant to the Business Combination Agreement,
(i) each share of FTAC's Class A common stock, par value $0.0001 per share (the
"FTAC Class A Common Stock") issued and outstanding as of immediately prior to
the FTAC Effective Time (other than treasury shares, shares held by FTAC or any
of its subsidiaries, and shares of FTAC Class A Common Stock in respect of which
redemption rights were validly exercised and not withdrawn) was automatically
cancelled and converted into the right to receive one share of Class A Common
Stock, par value $0.0001 per share, of Alight (the "Alight Class A Common
Stock") and (ii) all of the shares of FTAC's Class B common stock, par value
$0.0001 per share (the "FTAC Class B Common Stock") issued and outstanding as of
immediately prior to the FTAC Effective Time (after giving effect to the
forfeiture by each holder of FTAC Class B Common Stock of 10% of their
respective shares of FTAC Class B Common Stock pursuant to the Sponsor
Agreement) were automatically cancelled and converted into, in the aggregate,
23,287,500 shares of Alight Class A Common Stock, with each former holder of a
share of FTAC Class B Common Stock entitled to receive its applicable pro rata
share of such consideration.
At the FTAC Effective Time, each FTAC warrant that was outstanding immediately
prior to the FTAC Effective Time, each of which entitled the holder thereof to
purchase one share of FTAC Class A Common Stock at a price of $11.50 per share
(each, an "FTAC Warrant") was, pursuant to the Business Combination Agreement
and in accordance with the Warrant Agreement and the Warrant Assumption
Agreement, automatically and irrevocably modified and exchanged for a warrant to
purchase the same number of share(s) of Alight Class A Common Stock on the same
terms and otherwise pursuant to the Warrant Agreement, as assumed by Alight
(such warrants, the "Converted FTAC Warrants").
In connection with the consummation of the Business Combination, on the Closing
Date, but prior to the FTAC Effective Time, the FTAC Warrants held by Trasimene
Capital FT, LP and Bilcar FT, LP (collectively, the "Sponsors") were transferred
to FTAC in exchange for a number of shares of FTAC's newly created Class C
common stock, par value $0.0001 per share (the "FTAC Class C Common Stock")
equal to the number of FTAC Warrants held by each of the Sponsors. At the FTAC
Effective Time, pursuant to the Business Combination Agreement, each share of
FTAC Class C Common Stock was converted into a share of Class C common stock of
the FTAC Surviving Corporation. Each of the Sponsors immediately thereafter
transferred and contributed such shares of Class C common stock to Alight
Holdings in exchange for an equal number of Class C Units of Alight Holdings.
The Class C Units will be exchangeable for a number of shares of Alight Class A
. . .
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 by reference into this Item
3.01.
In connection with the Business Combination, on July 2, 2021, FTAC notified the
New York Stock Exchange (the "NYSE") of the consummation of the FTAC Merger and
requested that (i) the NYSE suspend trading of the FTAC Class A Common Stock,
the FTAC Warrants and the units of FTAC (the "FTAC Securities") on the NYSE
effective as of the close of trading on July 2, 2021 and (ii) file with the SEC
a Notification of Removal from Listing and/or Registration on Form 25 to report
that the FTAC Securities are no longer listed on the NYSE and to apply for the
deregistration thereof 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, including with respect to the issuance of shares of FTAC
Class C Common Stock to the Sponsors, is incorporated by reference into this
Item 3.02.
Immediately prior to the FTAC Effective Time, (i) pursuant to that certain
Forward Purchase Agreement, dated as of May 8, 2020, by and between FTAC and
Cannae Holdings, Inc., a Delaware corporation ("Cannae Holdings"), as assigned
by Cannae Holdings to Cannae Holdings, LLC, a Delaware limited liability company
and wholly owned subsidiary of Cannae Holdings ("Cannae"), by that certain
Assignment and Assumption Agreement, dated as of January 25, 2021, by and
between Cannae Holdings and Cannae (the "Cannae Forward Purchase Agreement"),
Cannae purchased from FTAC, and FTAC issued to Cannae, 15,000,000 shares of FTAC
Class A Common Stock and 5,000,000 FTAC Warrants for an aggregate purchase price
of $150.0 million and (ii) pursuant to that certain Forward Purchase Agreement,
dated as of May 8, 2020 (the "THL Forward Purchase Agreement"), by and between
FTAC and THL FTAC LLC, a Delaware limited liability company ("THL"), THL
purchased from FTAC, and
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FTAC issued to THL, 15,000,000 shares of FTAC Class A Common Stock and 5,000,000
FTAC Warrants for an aggregate purchase price of $150.0 million. Such proceeds
formed a portion of the consideration used for the completion of the Business
Combination.
The foregoing description of the Forward Purchase Agreements does not purport to
be complete and is subject, and qualified in its entirety by reference, to the
full text of the Forward Purchase Agreements, which are attached as Exhibits
10.10 and 10.11, respectively, to FTAC's Registration Statement on Form S-1/A,
filed with the SEC on May 18, 2020 and incorporated by reference herein.
Item 3.03. Material Modification to Rights of Security Holders
The information set forth in the Introductory Note and in Items 1.01, 2.01,
3.01, 3.02 and 5.03 of this Current Report on Form 8-K are incorporated by
reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant
The information set forth in the Introductory Note and in Items 2.01, 3.01 and
5.03 of this Current Report on Form 8-K are incorporated by reference into this
Item 5.01.
As a result of the consummation of the Business Combination, including the FTAC
Merger, on July 2, 2021, a change in control of FTAC occurred and FTAC became a
wholly owned subsidiary of Alight.
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 in Item 2.01 and Item
5.01 of this Current Report on Form 8-K are incorporated by reference into this
Item 5.02.
As of the FTAC Effective Time, each of Richard N. Massey, Douglas K. Ammerman,
Hugh R. Harris and Frank R. Martire, Jr. voluntarily resigned from his position
as a member of FTAC's board of directors and from any committee thereof. As of
immediately following the FTAC Effective Time, each of Stephan D. Scholl, Katie
J. Rooney and Paulette R. Dodson became the directors of FTAC, with each to hold
office until his or her successor is duly elected and qualified, or until his or
her earlier death, resignation or removal.
As of the FTAC Effective Time, each of Richard N. Massey, David W. Ducommun,
Bryan D. Coy and Michael L. Gravelle resigned as an officer of FTAC. As of
immediately following the FTAC Effective Time, each of the following individuals
became the executive officers of FTAC, in each case to hold such positions until
their successors have been duly elected and qualified, or until their earlier
death, resignation or removal:
Name Position
Stephan D. Scholl Chief Executive Officer
Cathinka E. Wahlstrom President & Chief Commercial Officer
Katie J. Rooney Chief Financial Officer
Colin F. Brennan Chief Product Strategy & Services Officer
Gregory R. Goff Chief Product and Technology Officer
Cesar Jelvez Chief Customer Experience Officer
Dinesh V. Tulsiani Chief Strategy Officer
Ed J. Auriemma Chief Operations Officer
Paulette R. Dodson General Counsel & Corporate Secretary
Michael J. Rogers Chief Human Resources Officer
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On July 2, 2021, in connection with the completion of the Business Combination
and as previously approved by FTAC's stockholders at the special meeting of FTAC
stockholders held on June 30, 2021, the certificate of incorporation of FTAC was
amended and restated in in its entirety, to, among other things, authorize
30,000,000 shares of FTAC Class C Common Stock. A copy of the Third Amended and
Restated Certificate of Incorporation of FTAC (the "Third Amended and Restated
Charter") is attached hereto as Exhibit 3.1 and is incorporated by reference
herein.
Pursuant to the Business Combination Agreement, at the FTAC Effective Time, the
Third Amended and Restated Charter and the bylaws of FTAC were amended and
restated in their entirety to reflect FTAC's status as a wholly owned subsidiary
of Alight and changed its name to Alight Group, Inc. Copies of the Fourth
Amended and Restated Certificate of Incorporation of Alight Group, Inc. and the
amended and restated bylaws are filed as Exhibits 3.2 and 3.3, respectively, to
this Current Report on Form 8-K and are incorporated by reference herein.
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Item 8.01. Other Events
On July 6, 2021, FTAC and Alight 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* Amended and Restated Business Combination Agreement, dated as of
April 29, 2021, by and among Foley Trasimene Acquisition Corp., Tempo
Holding Company, LLC, Alight, Inc. and the other parties thereto
(incorporated by reference to Exhibit 2.1 to Foley Trasimene
Acquisition Corp.'s Current Report on Form 8-K, filed with the SEC on
April 30, 2021).
3.1 Third Amended and Restated Certificate of Incorporation of Foley
Trasimene Acquisition Corp.
3.2 Fourth Amended and Restated Certificate of Incorporation of Alight
Group, Inc.
3.3 Second Amended and Restated Bylaws of Alight Group, Inc.
4.1 Warrant Assumption Agreement, dated as of July 2, 2021, by and among
Foley Trasimene Acquisition Corp., Alight, Inc., and Continental Stock
Transfer & Trust Company.
99.1 Joint Press Release, dated July 6, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* 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.
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