Attached files

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EX-23.1 - EXHIBIT 23.1 - Alight, Inc. / Delawaretm2015214d14ex23-1.htm
EX-5.1 - EXHIBIT 5.1 - Alight, Inc. / Delawaretm2015214d14ex5-1.htm

 

As filed with the Securities and Exchange Commission on May 26, 2020.

 

Registration No. 333-

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

Foley Trasimene Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

Delaware 6770 85-0545098
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification No.)

 

 

 

1701 Village Center Circle

Las Vegas, NV 89134

(702) 323-7330

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

 

Michael L. Gravelle

General Counsel and Corporate Secretary

1701 Village Center Circle

Las Vegas, NV 89134

(702) 323-7330

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

Copies to:

Alexander D. Lynch, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Tel: (212) 310-8000
Fax: (212) 310-8007

Derek J. Dostal, Esq.

Deanna L. Kirkpatrick, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Tel: (212) 450-4000
Fax: (212) 701-5800

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ¨

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-238135

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

 

Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer x Smaller reporting company ¨
    Emerging Growth company x

 

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 7(a)(2)(B) of the Securities Act. ¨

 

CALCULATION OF REGISTRATION FEE

Title of each class of
securities to be registered
Amount
to be
Registered
Proposed
maximum
offering price
per unit(1)
Proposed
maximum

aggregate

offering
price(1)
Amount of
registration fee
Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-third of one redeemable warrant(2) 17,250,000 Units $10.00 $172,500,000 $22,391
Class A Common Stock included as part of the Units(3) 17,250,000 Shares (4)
Redeemable warrants included as part of the Units(3) 5,750,000 Warrants (4)
Total     $172,500,000 $22,391(5)

 

(1) Estimated solely for the purpose of calculating the registration fee.
(2) Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-238135). Includes 2,250,000 units, consisting of 2,250,000 Class A common stock and 750,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
(3) Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(4) No fee pursuant to Rule 457(g).
(5) The Registrant previously registered securities having a proposed maximum aggregate offering price of $862,500,000 on its Registration Statement on Form S-1, as amended (File No. 333-238135), which was declared effective by the Securities and Exchange Commission on May 26, 2020. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $172,500,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

 

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-1 is being filed by Foley Trasimene Acquisition Corp., a Delaware corporation (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-238135) (the “Prior Registration Statement”), initially filed by the Registrant on May 8, 2020 and declared effective by the Securities and Exchange Commission on May 26, 2020. This Registration Statement covers the registration of an additional 17,250,000 of the Registrant’s units (including 2,250,000 units, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any), each consisting of one share of the Registrant’s Class A common stock, $0.0001 par value per share, and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of the Registrant’s Class A common stock. The required opinion of counsel and related consent and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

 

 

 

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16. Exhibits and Financial Statement Schedules.

 

(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-238135) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

 

Exhibit

No.

  Description
5.1   Opinion of Weil, Gotshal & Manges LLP, Counsel to Registrant.
     
23.1   Consent of WithumSmith+Brown, PC.
     
23.2   Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).
     
24   Power of Attorney (included on signature page to the Registrant’s Prior Registration Statement (File No. 333-238135) filed on May 8, 2020.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, State of New York on the 26th day of May 2020.

 

  FOLEY TRASIMENE ACQUISITION CORP.
     
 

By:

  /s/ Michael L. Gravelle
  Name:      Michael L. Gravelle
  Title:      General Counsel and Corporate Secretary

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Name   Position   Date

*

Richard N. Massey

  Chief Executive Officer and Director (Principal Executive Officer)   May 26, 2020
         

*

Richard L. Cox

  Chief Financial Officer (Principal Financial and Accounting Officer)   May 26, 2020
         

*

William P. Foley, II

  Founder and Chairman   May 26, 2020
         

/s/ Douglas K. Ammerman

Douglas K. Ammerman

 

  Director   May 26, 2020

/s/ Thomas M. Hagerty

Thomas M. Hagerty

 

  Director   May 26, 2020

/s/ Hugh R. Harris

Hugh R. Harris

 

  Director   May 26, 2020

/s/ Frank R. Martire, Jr.

Frank R. Martire, Jr.

 

  Director   May 26, 2020

 

*By:

/s/ Michael L. Gravelle

 
  Michael L. Gravelle  
  Attorney-in-Fact