BFT SEC filings, in plain English
Everything Foley Trasimene Acquisition II has filed with the SEC that we hold — 40 filings, newest first, 4 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: First annual report, covering inception on July 15, 2020 through December 31, 2020. Trust held $1,467,439,625 at December 31, 2020, funded with $1,467,033,450 plus $406,175 of interest. Cash outside trust was $410,446 against a working capital deficit of about $6,228,000, driven by $6,325,936 of accrued expenses and a $1,627,997 related-party payable for costs paid directly by a sponsor affiliate. Deferred underwriting was $51,346,171. 140,486,561 Class A shares were redeemable at $10.00, or $1,404,865,610, and equity was $5,000,005. Net loss was $6,962,027. Why it matters: For a five-month-old shell, $7,302,194 of formation and operating costs is very large and points to live transaction expense rather than administration. The company is effectively insider-financed at the working capital line: a sponsor affiliate is paying bills directly and booking them as a related-party payable, and only $410,446 of unrestricted cash remains against roughly $6.3 million of accruals. Trust is a bare $10.00 per share with negligible interest, so redemption offers no premium, and forward purchase commitments from Cannae Holdings are unfunded and unreserved.
What changed: Foley Trasimene Acquisition Corp. II issued definitive merger materials for a virtual special meeting at 12:00 p.m. Eastern Time on March 25, 2021, on the Agreement and Plan of Merger dated effective as of December 7, 2020 with Paysafe Limited, a Bermuda exempted limited company, and related entities. Paysafe Merger Sub Inc. merges into FTAC, which survives as an indirect subsidiary of Paysafe Limited, and each outstanding FTAC Class A and Class B share other than certain excluded shares converts into one Paysafe Limited common share of $0.001 par value. Why it matters: A separate item on the same ballot converts the sponsor's position rather than the public's: under Section 312.03(b) of the NYSE Listed Company Manual, FTAC would issue Class C common stock to Trasimene Capital FT, LP II in exchange for the private placement warrants that entity already holds, turning the founder's warrant exposure into stock. Class A and Class B holders alike receive one Paysafe share each, so the founder share class collapses into the same currency. Completion is conditioned on both the Business Combination Proposal and the Charter Amendment Proposal passing.
What changed: First 10-Q of a company incorporated July 15, 2020, and one of the largest trusts in the corpus: cash and marketable securities held in Trust Account are $1,467,159,824 at September 30, 2020, with 141,181,096 Class A shares subject to possible redemption at $10.00 = $1,411,810,960, 5,522,249 Class A outside, and a deferred underwriting fee of $51,346,171. Cash outside trust $547,218 with working capital of about $997,000; the period's loss is $123,513 of formation and administrative expenses. The Sponsor's $500,000 note has been repaid. Why it matters: The Class B count differs between the two places it appears - 37,375,000 on the balance sheet against 36,675,836 on the November 6, 2020 cover - and the document explains it: footnote (1) says the balance-sheet figure INCLUDES up to 699,164 shares subject to forfeiture after the underwriters only partially exercised the over-allotment, and 37,375,000 - 699,164 = 36,675,836 exactly. A cover-versus-balance-sheet share test would flag this and be wrong; the forfeiture footnote resolves it.
What changed: Item 8.01 (Other Events): Foley Trasimene II reports that on August 26, 2020 it consummated the sale of 16,703,345 over-allotment units at $10.00, for $167,033,450 gross, under the underwriters' partial exercise of their option, together with the private sale of 2,227,113 additional private placement warrants at $1.50 to the sponsor for $3,340,669. The filing states that following those closings a total of $1,467,033,450 was placed in trust with Continental Stock Transfer as trustee. A press release announcing the closings is Exhibit 99.2 and the audited balance sheet is Exhibit 99.1. Why it matters: Completes the capitalisation begun at the August 21 IPO closing and gives the final trust figure. The filing states the $1,467,033,450 comprises approximately $1,435,692,781 of unit proceeds, which it says includes about $29,340,669 of underwriters' deferred discount, plus $31,340,669 of private placement proceeds — so the deferred fee sits inside the headline trust balance. The over-allotment was partial: 16,703,345 of the 19,500,000 units available.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.