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.

 

 (Exact Name of Registrant as Specified in Its Charter)

 

Delaware   85-0545098

(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: 333-238135

 

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. (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. 333-238135), originally filed with the Securities and Exchange Commission on May 8, 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
     
3.1   Amended 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. 333-238135), filed with the Securities and Exchange Commission on May 8, 2020).
     
3.2   Form of Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 filed with Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-238135), filed with the Securities and Exchange Commission on May 22, 2020).
     
3.3   Amended and Restated Bylaws (incorporated by reference to Exhibit 3.3 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-238135), filed with the Securities and Exchange Commission on May 8, 2020).
     
4.1   Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-238135), filed with the Securities and Exchange Commission on May 18, 2020).
     
4.2   Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 filed with Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-238135), filed with the Securities and Exchange Commission on May 18, 2020).
     
4.3   Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 filed with Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-238135), filed with the Securities and Exchange Commission on May 18, 2020).
     
4.4   Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.4 filed with Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-238135), filed with the Securities and Exchange Commission on May 22, 2020).
     
10.1   Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.1 filed with Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-238135), filed with the Securities and Exchange Commission on May 22, 2020).
     
10.2   Form of Registration Rights Agreement between the Registrant and certain security holders (incorporated by reference to Exhibit 10.2 filed with Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-238135), filed with the Securities and Exchange Commission on May 18, 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.
   
 
Date: May 26, 2020 By: /s/ Michael L. Gravelle
    Name: Michael L. Gravelle
    Title: General Counsel and Corporate Secretary