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BFT Foley Trasimene Acquisition II

Filed: 17 Aug 20, 4:23pm

 

 

 

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

FOLEY TRASIMENE ACQUISITION CORP. II

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware 85-1961020
(State or other jurisdiction of Incorporation or
Organization)
 (I.R.S. Employer Identification No.)
   
1701 Village Center Circle
Las Vegas, NV
 89134
(Address of Principal Executive Offices) (Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:    

 

Title of Each Class
to be Registered
 Name of Each Exchange on Which
Each Class is to be Registered
Units, each consisting of one share of Class A Common Stock and one-
third of one Warrant
 The New York Stock Exchange
   
Class A Common Stock, par value $0.0001 per share 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
 The New York Stock Exchange

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

 

Securities Act registration statement file number to which this form relates: 333-240285

 

Securities to be registered pursuant to Section 12(g) of the Act:

 

N/A

(Title of Class)

 

 

 

 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

 

The securities to be registered hereby are units, Class A common stock, par value $0.0001 per share, and redeemable warrants to purchase Class A common stock, of Foley Trasimene Acquisition Corp. II (the “Registrant”). The description of the units, Class A common stock and warrants set forth under the heading “Description of Securities” in the Registrant’s prospectus forming part of its Registration Statement on Form S-1 (File No. 333-240285), originally filed with the Securities and Exchange Commission on August 3, 2020, as thereafter amended and supplemented from time to time (the “Registration Statement”) to which this Form 8-A relates is incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.

 

Item 2. Exhibits.

 

The following exhibits have been filed as exhibits to the Registration Statement, as amended, and are incorporated herein by reference:

 

Exhibit
No.
Description
3.1Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-240285), filed with the Securities and Exchange Commission on August 3, 2020).
3.2Form of Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-240285), filed with the Securities and Exchange Commission on August 3, 2020).
3.3Amended and Restated Bylaws (incorporated by reference to Exhibit 3.3 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-240285), filed with the Securities and Exchange Commission on August 3, 2020).
4.1Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-240285), filed with the Securities and Exchange Commission on August 3, 2020).
4.2Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-240285), filed with the Securities and Exchange Commission on August 3, 2020).
4.3Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-240285), filed with the Securities and Exchange Commission on August 3, 2020).
4.4Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.4 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-240285), filed with the Securities and Exchange Commission on August 3, 2020).
10.1Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.1 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-240285), filed with the Securities and Exchange Commission on August 3, 2020).
10.2Form of Registration Rights Agreement between the Registrant and certain security holders (incorporated by reference to Exhibit 10.2 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-240285), filed with the Securities and Exchange Commission on August 3, 2020).

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

 FOLEY TRASIMENE ACQUISITION CORP. II
  
  
Date: August 17, 2020By:/s/ Michael L. Gravelle
  Name: Michael L. Gravelle
  Title: General Counsel and Corporate Secretary