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): April 22, 2021
FOLEY TRASIMENE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39299 | 85-0545098 | ||
(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)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communication 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-commencements 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 redeemable warrant | WPF.U | The New York Stock Exchange | ||
| Class A common stock, par value $0.0001 per share | WPF | The New York Stock Exchange | ||
| Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | WPF 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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 22, 2021, William P. Foley II resigned as a member and Chairman of the board of directors (the “Board”) of Foley Trasimene Acquisition Corp. (the “Company”) and Thomas M. Hagerty resigned as a member of the Board. Mr. Foley and Mr. Hagerty each resigned to reduce the overall number of public company boards on which each serves. Their respective resignations were not due to any disagreement with the Company or any matter relating to the Company’s operations, policies or practices. The Board has reduced the size of the Board to four members to eliminate the vacancies created by Mr. Foley’s and Mr. Hagerty’s resignations. In connection with Mr. Foley’s resignation, the Board appointed current Board member, Richard N. Massey, to serve as Chairman of the Board, effective immediately. Following his resignation, Mr. Foley will continue to be involved with the Company to advise on the Company’s strategic initiatives, including with respect to its pending business combination with Alight Solutions. Mr. Foley will become Chairman of the Alight, Inc. board as planned upon consummation of the business combination.
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.
| Foley Trasimene Acquisition Corp. | ||||||
| Date: April 22, 2021 | By: | /s/ Michael L. Gravelle | ||||
| Name: | Michael L. Gravelle | |||||
| Title: | General Counsel and Corporate Secretary | |||||