As filed with the U.S. Securities and Exchange Commission on April 29, 2021.

Registration No. 333-254801

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

AMENDMENT NO. 1

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Alight, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		6770		86-1849232
(Sate 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

Telephone: (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

Telephone: (702) 323-7330

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

 

 

Copies of all communications, including communications sent to agent for service, should be sent to:

 

Michael J. Aiello Sachin Kohli Weil, Gotshal & Manges LLP 767 5th Avenue New York, NY 10153 Telephone: (212) 310-8000		Paulette R. Dodson General Counsel and Corporate Secretary Alight Solutions LLC 4 Overlook Point Lincolnshire, IL 60069 Telephone: (224) 737-7000		Joshua N. Korff, P.C. Michael Kim, P.C. Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 Telephone: (212) 446-4800

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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, 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				Emerging growth company		☒

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.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer)  ☐

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered		Amount to be Registered(5)		Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Class A common stock(1)(4)		403,626,250		$9.95(5)		$4,016,081,188		$438,154.46(8)
Class A common stock issuable upon exercise of warrants(2)(4)		44,500,000		$11.50(6)		$511,750,000		$55,831.93(8)(9)
Warrants to purchase Class A common stock(3)(4)		44,500,000		N/A		N/A(7)		—(9)
Total								$493,986.38(10)

This registration statement relates to the registration of securities that will be issued by Alight, Inc., a Delaware corporation f/k/a Acrobat Holdings, Inc. (the “Company”), in connection with a series of transactions that comprise the business combination described in this registration statement and the accompanying proxy statement/prospectus/consent solicitation statement, including securities that may be issued in the future upon the exercise, exchange or conversion of certain of the securities issued in the business combination as described herein.

 

(1)

Represents shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), of the Company being registered in connection with the business combination. Calculated based on (i) 133,500,000 shares of Class A common stock, representing the one-for-one exchange of the 103,500,000 shares of Class A common stock of Foley Trasimene Acquisition Corp. (“FTAC”) that were registered pursuant to the Registration Statements on Form S-l (File Nos. 333-238135 and 333-238703) filed by FTAC with the Securities and Exchange Commission (the “IPO registration statement”) and offered by FTAC in its initial public offering and 30,000,000 shares of FTAC Class A common stock that will be issued by FTAC pursuant to certain forward purchase agreements (the “Forward Purchase Agreements”) immediately prior to the completion of the business combination, (ii) 23,287,500 shares of Class A common stock, reflecting the maximum number of shares of Class A common stock that may be issued in respect of FTAC’s outstanding shares of Class B common stock in connection with the business combination, (iii) 226,663,750 shares of Class A common stock, reflecting an estimate of the number of shares of Class A common stock that may be issued as consideration for the direct or indirect ownership interests in Tempo Holding Company, LLC (“Tempo”) in connection with the business combination (including shares of Class A common stock that may be issued upon the exchange of units of Alight Holding Company LLC that are issued in the business combination) and (iv) 20,175,000 shares of Class A common stock issuable upon conversion of the 20,175,000 shares of Class B common stock, par value $0.0001 per share, of the Company, the maximum number of shares of Class B common stock issuable in connection with the business combination and which automatically converts on a one-for-one basis into Class A common stock upon the occurrence of certain vesting event.

(2)

Represents shares of Class A common stock issuable upon the exercise of warrants to acquire shares of Class A common stock. Calculated based on (i) 34,500,000 redeemable warrants (the “Public Warrants”) to purchase shares of FTAC Class A common stock that were registered pursuant to the IPO registration statement and offered by FTAC in its initial public offering and (ii) 10,000,000 redeemable warrants to purchase shares of FTAC Class A common stock that will be issued pursuant to the Forward Purchase Agreements in a private placement immediately prior to the completion of the business combination (the “Forward Purchase Warrants” and, together with the Public Warrants, the “Warrants”). The Warrants will become warrants to acquire shares of Class A common stock in connection with the business combination.

(3)	Calculated based on (i) 34,500,000 Public Warrants and (ii) 10,000,000 Forward Purchase Warrants, which will become warrants to acquire shares of Class A common stock in connection with the business combination.

(4)	Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.

(5)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f)(1) of the Securities Act, based on the average of the high and low prices of the Class A common stock of FTAC on the New York Stock Exchange (the “NYSE”) on March 25, 2021. The Company will succeed FTAC following the business combination described in this registration statement and the accompanying proxy statement/prospectus/consent solicitation statement.

(6)	Pursuant to Rule 457(g)(1) of the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum offering price of the shares of Class A common stock underlying the Warrants is calculated based on the exercise price of the Warrants of $11.50 per share.

(7)

The maximum number of Warrants and shares of Class A common stock issuable upon exercise of the Warrants are being simultaneously registered hereunder. Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to the Warrants has been allocated to the Class A common stock underlying the Warrants and those shares are included in the registration fee calculated in footnote (7) above.

(8)	Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001091.

(9)	No separate registration fee is required pursuant to Rule 457(g) under the Securities Act.

(10)	Previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

 

 

 

The information in this preliminary proxy statement/prospectus/consent solicitation statement is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/prospectus/consent solicitation statement until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus/consent solicitation statement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT—SUBJECT TO COMPLETION, DATED APRIL 29, 2021

PROXY STATEMENT FOR

SPECIAL MEETING OF FOLEY TRASIMENE ACQUISITION CORP.,

CONSENT SOLICITATION STATEMENT FOR THE EQUITYHOLDERS OF

TEMPO HOLDING COMPANY, LLC, TEMPO BLOCKER I, LLC, TEMPO BLOCKER II, LLC,

BLACKSTONE TEMPO FEEDER FUND VII, L.P. AND

NEW MOUNTAIN PARTNERS IV SPECIAL (AIV-E), LP

AND

PROSPECTUS FOR

403,626,250 SHARES OF CLASS A COMMON STOCK, 44,500,000 WARRANTS TO PURCHASE CLASS A COMMON STOCK AND 44,500,000 SHARES OF CLASS A COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS OF ALIGHT, INC.

Dear Stockholders of Foley Trasimene Acquisition Corp.:

As previously announced, on January 25, 2021, Foley Trasimene Acquisition Corp., a Delaware corporation (“FTAC”), entered into a Business Combination Agreement with Alight, Inc. (f/k/a Acrobat Holdings, Inc.), a Delaware corporation and wholly owned subsidiary of FTAC (the “Company”), Tempo Holding Company, LLC (“Tempo Holdings”) and certain other parties thereto (as amended and restated as of April 29, 2021, and as it may be further amended, restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which FTAC and Tempo Holdings (the parent company of the “Alight” business) have agreed to combine through a series of transactions (collectively, the “Business Combination”) that will result, among other things, in the Company becoming a publicly traded company on the New York Stock Exchange (the “NYSE”) and acquiring a controlling interest in (and becoming the managing member of) Tempo Holdings (which will be renamed Alight Holding Company, LLC (“Alight Holdings”)) in an “Up-C” structure in which Alight Holdings will continue to hold the Alight business.

In connection with the Business Combination, we will hold a special meeting of FTAC stockholders (the “special meeting”) via live webcast on the Internet at [●] Eastern Time, on [●], 2021. Only FTAC stockholders of record as of [●], the record date for the special meeting, are entitled to notice of and to attend and vote at the special meeting. Such FTAC stockholders may attend the special meeting by visiting the special meeting website at [●], where they will be able to listen to the meeting live and vote during the meeting. Please note that there will not be any in person attendance at the special meeting and you will only be able to attend the special meeting by means of remote communication.

At the special meeting, FTAC stockholders will be asked to adopt the Business Combination Agreement and approve the Business Combination and other transactions contemplated by the Business Combination Agreement (the “Business Combination Proposal”), as well as to approve certain other proposals in connection with the consummation of the Business Combination, including, among other things (i) a proposal to approve the amended and restated certificate of incorporation of FTAC that will be adopted prior to the closing of the Business Combination (the “Closing”), as well as separate proposals to approve specific amendments thereto, as described herein (the “FTAC Charter Amendment Proposals”) and (ii) a proposal to approve certain equity issuances in connection with the Business Combination for purposes of complying with the applicable listing standards of the NYSE (the “NYSE Proposal”). Each of the proposals is more fully described in the accompanying Notice of Meeting for the special meeting and the proxy statement/prospectus/consent solicitation statement. If the Business Combination Proposal, the FTAC Charter Amendment Proposals or the NYSE Proposal is not approved at the special meeting, the Business Combination will not be completed.

Pursuant to the Business Combination Agreement, among other things:

 

(i)

The FTAC Merger; FTAC Stockholder Consideration: Acrobat SPAC Merger Sub, Inc., a wholly owned subsidiary of FTAC, will merge with and into FTAC, with FTAC surviving the merger as a subsidiary of the Company, and (i) each share of class A common stock, par value $0.0001 per share, of FTAC (“FTAC Class A common stock”) outstanding immediately prior to the merger will be converted into the right to receive one share of class A common stock, par value $0.0001 per share, of the Company (the “Company Class A common stock”) and (ii) the 25,875,000 outstanding shares of class B common stock, par value $0.0001 per share, of FTAC (“FTAC Class B common stock”) will be converted into 23,287,500 shares of Company Class A common stock, reflecting the forfeiture of 10% of the shares of FTAC Class B common stock (except that, in the event redemptions by FTAC stockholders in connection with the Business Combination result in the proceeds in FTAC’s trust account at the Closing, after giving effect to such redemptions but including any additional equity financing raised by FTAC prior to the Closing (the “Available Trust Proceeds”) being less than $892,200,000, up to an additional 20% of the shares of FTAC Class B common stock will be converted into non-voting shares of class B-3 common stock of the Company (the “Company Class B-3 common stock”) instead of Company Class A common stock). The Company Class B-3 common stock will be unvested and will vest and automatically convert into Company Class A common stock on a one-for-one basis if the volume weighted average trading price (the “VWAP”) of the Company Class A common stock equals or exceeds $13.75 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $13.75 per share valuation); and

 

(ii)

The Tempo Merger and Blocker Mergers; Tempo Equityholder Consideration: Acrobat Merger Sub LLC, a wholly owned subsidiary of FTAC, will merge with and into Tempo Holdings (the “Tempo Merger”), with Tempo Holdings being the surviving entity in the merger, and Acrobat Blocker Corp. 1, Acrobat Blocker Corp. 2, Acrobat Blocker Corp. 3 and Acrobat Blocker Corp. 4, each of which is a wholly owned subsidiary of the Company, will merge with and into Tempo Blocker I, LLC, Tempo Blocker II, LLC, Blackstone Tempo Feeder Fund VII, L.P. and New Mountain Partners IV Special (AIV-E), LP (or in lieu thereof, upon its formation and joinder to the Business Combination Agreement, a new parent company of New Mountain Partners IV Special (AIV-E), LP) (collectively, the “Tempo Blockers”), respectively, with the Tempo Blockers surviving such mergers (which are referred to as the “Blocker Mergers”) as wholly owned subsidiaries of the Company. As a result of the Tempo Merger, the Blocker Mergers and certain subsequent contributions and exchanges contemplated by the Business Combination Agreement, the equityholders of Tempo Holdings (other than the Tempo Blockers), which as of immediately prior to the Closing will include members of management of the Company who currently hold their equity in Tempo Holdings indirectly, and the equityholders of the Tempo Blockers will receive, in the aggregate:

 

a.

Cash Consideration: An aggregate amount equal to $1,000,000,000, minus the amount by which Tempo Holdings’ net debt at Closing exceeds $3,692,000,000 (or plus the amount by which Tempo Holdings’ net debt at closing is less than $3,692,000,000), minus the amount (up to but not to exceed $85,000,000) by which the Available Trust Proceeds are less than $835,000,000 (the “Redemption Offset Amount”).

 

b.

Equity Consideration: An aggregate number of shares of Company Class A common stock and/or corresponding class A units of Alight Holdings that will be exchangeable on a one-for-one basis for shares of Company Class A common stock (“Class A Units”) equal to 226,663,750, plus an additional number of shares of Company Class A common stock and/or Class A Units equal to the Redemption Offset Amount divided by the $10.00 per share price of the Company Class A common stock in the Business Combination. Each equityholder that receives Class A Units will also receive an equal number of shares of class V common stock of the Company, which will be voting but non-economic shares.

 

c.

Earnout Consideration: An aggregate of (i) 7,500,000 shares of non-voting class B-1 common stock of the Company (and/or corresponding class B-1 units of Alight Holdings), which will be unvested and will vest and convert into shares of Company Class A common stock (or Class A Units, as applicable) on a one-for-one basis if the VWAP of the Company Class A common stock

equals or exceeds $12.50 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $12.50 per share valuation) and (ii) 7,500,000 shares of non-voting class B-2 common stock of the Company (and/or corresponding class B-2 units of Alight Holdings), which will be unvested and will vest and convert into shares of Company Class A common stock (or Class A Units, as applicable) on a one-for-one basis if the VWAP of the Company Class A common stock equals or exceeds $15.00 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $15.00 per share valuation).

 

d.

Forfeiture Reallocation Shares: An aggregate number of (i) shares of class Z-A common stock of the Company and class Z-A units of Alight Holdings equal to the aggregate number of unvested shares of Company Class A common stock that comprises the equity consideration paid to management equityholders of Tempo Holdings whose pre-Closing equity in Tempo Holdings remains unvested as of the Closing under the terms of the applicable award agreement, (ii) shares of class Z-B-1 common stock of the Company and class Z-B-1 units of Alight Holdings equal to the aggregate number of unvested shares of Company class B-1 common stock issued as earnout consideration to such unvested management holders and (iii) shares of class Z-B-2 common stock of the Company and class Z-B-2 units of Alight Holdings equal to the aggregate number of unvested shares of Company class B-2 common stock issued as earnout consideration to such unvested management holders. The “Class Z” equity will be unvested, non-economic and non-voting and is intended to allow for the re-allocation of the consideration paid to the holders of unvested management equity to the other pre-closing equityholders of Tempo Holdings in the event such equity is forfeited under the terms of the applicable award agreement and will only vest in connection with any such forfeiture.

Concurrently with entering into the Business Combination Agreement, FTAC and the Company also entered into subscription agreements with various investors, including Cannae Holdings LLC (“Cannae”), pursuant to which such investors agreed to purchase shares of Company Class A common stock having an aggregate purchase price of $1,550,000,000 at a purchase price of $10.00 per share (the “PIPE Investment”). The closing of the PIPE Investment is conditioned on the satisfaction or waiver of all conditions set forth in the Business Combination Agreement as well as other customary closing conditions, and on the Business Combination being consummated immediately following the closing of the PIPE Investment. In addition, on May 8, 2020, FTAC entered into forward purchase agreements (the “Forward Purchase Agreements”) with Cannae and THL FTAC LLC pursuant to which each has agreed to purchase an aggregate of 15,000,000 shares of FTAC Class A common stock and 5,000,000 redeemable warrants to purchase one share of FTAC Class A common stock at a price of $11.50 per share (the “Forward Purchase Warrants”), for an aggregate purchase price of $150,000,000 each, in a private placement to occur concurrently with the closing of the Business Combination (resulting in aggregate proceeds to FTAC upon closing of the Forward Purchase Agreements of $300,000,000). The proceeds from the PIPE Investment and the Forward Purchase Agreements will be used to fund a portion of the cash consideration payable under the Business Combination Agreement as well as for the repayment of a portion of Alight’s indebtedness and other uses.

FTAC’s equity securities trade on the NYSE. FTAC’s units (each of which consists of one share of FTAC Class A common stock and one-third of one redeemable warrant to acquire a share of FTAC Class A common stock (an “FTAC Public Warrant”) are currently listed and trade under the symbol “WPF.U” while the FTAC Class A common stock and FTAC Public Warrants are listed under the symbols “WPF” and “WPF.WS,” respectively. The Company intends to apply for listing on the NYSE, effective upon the completion of the Business Combination, of the Company Class A common stock and Company warrants under the proposed symbols “ALIT” and “ALIT.WS” respectively.

FTAC’s units that have not previously been separated at the election of the holder will automatically separate into the component securities upon the Closing. Upon the Closing, the FTAC Public Warrants and Forward Purchase Warrants will automatically be modified in accordance with the terms of the warrant agreement and following the Closing will allow the holders thereof only to acquire an equivalent number of

shares of Company Class A common stock (in lieu of FTAC Class A common stock) per warrant on the same terms.

FTAC is providing this proxy statement/prospectus/consent solicitation statement and the accompanying proxy card to its stockholders in connection with the solicitation of proxies to be voted at the special meeting and any adjournments or postponements thereof, if applicable. The proxy statement/prospectus/consent solicitation statement contains detailed information about the Business Combination and the proposals to be considered at the special meeting. We encourage all FTAC stockholders to read this entire document, including the financial information and annexes, carefully and in its entirety. In particular, you should carefully review the matters discussed under the caption “Risk Factors” beginning on page 69.

Your vote is very important regardless of the number of shares that you own. Whether or not you plan to attend special meeting, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” you should contact your bank, broker or nominee to ensure the shares that you beneficially own are properly voted. If you return your proxy card without an indication of how you wish to vote, your shares will be voted in accordance with the recommendation of the FTAC board of directors, “FOR” each of the proposals at the special meeting.

After careful consideration, the FTAC board of directors unanimously recommends that FTAC stockholders vote “FOR” the Business Combination Proposal, the FTAC Charter Amendment Proposals, the NYSE Proposal and each of the other proposals to be presented at the special meeting. When you consider the recommendation of the FTAC board, however, you should keep in mind that FTAC’s directors may have interests in the Business Combination that are different from, or in addition to or that conflict with, your interests as a stockholder. Please see the section of the proxy statement/prospectus/consent solicitation statement titled “Proposal No. 1—The Business Combination Proposal—Interests of FTAC’s Directors and Officers and Others in the Business Combination.”

In accordance with our certificate of incorporation, FTAC stockholders who hold shares of FTAC Class A common stock that were originally sold as part of the units issued in our initial public offering, which closed on May 29, 2020, may elect to have all or a portion of such shares of FTAC Class A common stock redeemed for cash in connection with the Closing at the applicable redemption price calculated in accordance with our certificate of incorporation. FTAC stockholders who wish to have their shares of FTAC Class A common stock redeemed will be required to follow the procedures described in the accompanying proxy statement/prospectus/consent solicitation.

We look forward to your support and the successful completion of the Business Combination.

 

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE FTAC REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN FTAC’s TRUST ACCOUNT AND TENDER YOUR SHARES TO FTAC’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO PROVIDE INSTRUCTIONS TO YOUR BANK OR BROKER IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. PLEASE SEE THE SECTION ENTITLED “SPECIAL MEETING OF FTAC STOCKHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the transactions described in the accompanying proxy statement/prospectus/consent solicitation statement, passed upon the merits or fairness of the Business Combination or related transactions or passed upon the adequacy or accuracy of the disclosure in the accompanying proxy statement/prospectus/consent solicitation statement. Any representation to the contrary constitutes a criminal offense.

This proxy statement/prospectus/consent solicitation statement is dated                 , 2021

and is first being mailed to FTAC stockholders on or about                 , 2021.

FOLEY TRASIMENE ACQUISITION CORP.

1701 Village Center Circle,

Las Vegas, NV 89134

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [●], 2021

TO THE STOCKHOLDERS OF FOLEY TRASIMENE ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “FTAC special meeting”) of Foley Trasimene Acquisition Corp., a Delaware corporation (“FTAC”), will be held on [●], 2021 at [●] Eastern Time. The FTAC special meeting will be a completely virtual meeting of stockholders, which will be conducted on the Internet via live webcast. FTAC stockholders will be able to attend the FTAC special meeting remotely and vote their shares during the meeting by visiting the virtual meeting website at [●] and entering the individualized control number appearing on their proxy card.

We are pleased to utilize virtual stockholder meeting technology to (a) provide ready access and cost savings to FTAC stockholders and FTAC and (b) to promote social distancing pursuant to guidance provided by the Centers for Disease Control and Prevention and the U.S. Securities and Exchange Commission (“SEC”) due to the novel coronavirus (COVID-19) pandemic. The virtual meeting format will allow attendance by FTAC stockholders from any location in the world.

You are cordially invited to attend the FTAC special meeting, which will be held for the following purposes:

 

(1)

Proposal No. 1—The Business Combination Proposal: To consider and vote upon a proposal (the “Business Combination Proposal”) to adopt the Amended and Restated Business Combination Agreement, dated as of April 29, 2021 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among FTAC, Tempo Holding Company, LLC (“Tempo Holdings”), Alight, Inc. (f/k/a Acrobat Holdings, Inc.) (the “Company”), Acrobat SPAC Merger Sub, Inc. (“FTAC Merger Sub”), Acrobat Merger Sub, LLC, Acrobat Blocker 1 Corp., Acrobat Blocker 2 Corp., Acrobat Blocker 3 Corp., Acrobat Blocker 4 Corp., Tempo Blocker I, LLC (“Tempo Blocker 1”), Tempo Blocker II, LLC (“Tempo Blocker 2”), Blackstone Tempo Feeder Fund VII, L.P. (“Tempo Blocker 3”), upon its formation and joinder to the Business Combination Agreement, an affiliate and new parent company of New Mountain Partners IV Special (AIV-E), LP (“Tempo Blocker 4”) and New Mountain Partners IV Special (AIV-E), LP (“Tempo Blocker 5” and, together with Tempo Blocker 1, Tempo Blocker 2, Tempo Blocker 3 and Tempo Blocker 4, the “Tempo Blockers”), and approve the business combination and other transactions contemplated by the Business Combination Agreement and the other agreements contemplated thereby (collectively, the “Business Combination”). Pursuant to the Business Combination Agreement, on the terms and subject to the satisfaction of the conditions set forth therein, among other things, (i) FTAC Merger Sub will merge with and into FTAC, with FTAC being the surviving company in the merger (the “FTAC Surviving Corporation”) and becoming a subsidiary of the Company and (ii) the Company will, through a series of mergers and related transactions, including the merger of Tempo Merger Sub with and into Tempo Holdings, with Tempo Holdings being the surviving entity in such merger (in its capacity as the surviving entity, “Alight Holdings”), acquire each of the Tempo Blockers as well as a controlling equity interest in (and become the managing member of) Alight Holdings. A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus/consent solicitation statement as Annex A.

 

(2)

Proposal No. 2—The FTAC Charter Amendment Proposals: To consider and vote on the approval of the following proposals (the “FTAC Charter Amendment Proposals”) related to the amendment and restatement of the second amended and restated certificate of incorporation of FTAC (the “FTAC Charter”):

 

(a)

FTAC Charter Amendment Proposal No. 2A: To approve and adopt the third amended and restated certificate of incorporation of FTAC (the “Amended FTAC Charter”). A copy of the Amended FTAC Charter is attached to the accompanying proxy statement/prospectus/consent solicitation statement as Annex B.

(b)

FTAC Charter Amendment Proposal No. 2B: To approve the amendment and restatement of the FTAC Charter to create a new class of Class C common stock of FTAC.

 

(c)

FTAC Charter Amendment Proposal No. 2C: To approve the amendment and restatement of the FTAC Charter to increase the number of authorized shares of FTAC from 441,000,000 to 471,000,000 in order to authorize 30,000,000 shares of new FTAC Class C common stock.

 

(3)

Proposal No. 3—NYSE Proposal: To consider and vote upon a proposal (the “NYSE Proposal”) to approve, (a) all issuances of shares of common stock of the Company (including any securities convertible into or exercisable for common stock of the Company) pursuant to or contemplated by the Business Combination Agreement, (b) the issuance of shares of common stock of FTAC (including any securities convertible into or exercisable for common stock of FTAC) pursuant to certain forward purchase agreements entered into by FTAC, (c) the issuance of shares of class C common stock of FTAC to Trasimene Capital FT, LP and Bilcar FT, LP (the “Founders”) in exchange for the existing private placement warrants held by the Founders, (d) all issuances of shares of Company common stock pursuant to certain subscription agreements entered into by FTAC and the Company in connection with the Business Combination (or that under the Business Combination Agreement may be entered into by FTAC and the Company prior to the completion of the Business Combination) and (e) all issuances of shares of common stock of the Company upon the conversion of shares of any other class of Company common stock or the exchange of any units of Alight Holdings issued in connection with the Business Combination, in each case, for purposes of complying with the applicable listing standards of the New York Stock Exchange, including Section 312.03 of the Listed Company Manual.

 

(4)

Proposal No. 4—The Governance Proposals: To consider and vote, on a non-binding advisory basis, on the approval of certain governance provisions in the amended and restated certificate of incorporation of the Company (the “Company Charter”) that will be in effect upon completion of the Business Combination that reasonably require a separate vote under SEC or NYSE rules:

 

(a)

Governance Proposal No. 4A: To authorize the classification of the board of directors of the Company (the “Company Board”) into three classes of directors, with staggered three-year terms of office;

 

(b)

Governance Proposal No. 4B: To approve changes to the ability of stockholders to remove directors from the Company Board; and

 

(c)

Governance Proposal No. 4C: To approve the adoption of certain supermajority voting requirements in connection with the amendment of certain provisions of the Company Charter and bylaws of the Company.

 

(5)

Proposal No. 5—The Omnibus Incentive Plan Proposal: To consider and vote upon a proposal to approve and adopt the Alight, Inc. 2021 Omnibus Incentive Plan (the “Omnibus Incentive Plan”), which, among other things, provides for the reservation of a number of shares of Company common stock for issuance under the Omnibus Incentive Plan, subject to annual increases in such reserves as provided in the plan. A copy of the Omnibus Incentive Plan is attached to the accompanying proxy statement/prospectus/consent solicitation statement as Annex K.

 

(6)

Proposal No. 6—The Employee Stock Purchase Plan Proposal: To consider and vote upon a proposal to approve and adopt the Alight, Inc. 2021 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) and the material terms thereof, which, among other things, assists eligible employees in acquiring a stock ownership interest in the Company. A copy of the Employee Stock Purchase Plan is attached to the accompanying proxy statement/prospectus/consent solicitation statement as Annex L.

 

(7)

Proposal No. 7—The Adjournment Proposal: To consider and vote upon a proposal to adjourn the FTAC special meeting to a later date or dates, if necessary or appropriate, (a) to permit further solicitation and vote of proxies in the event that there are insufficient votes for purposes of obtaining the approval of the Business Combination Proposal, the FTAC Charter Amendment Proposals, the NYSE Proposal, the Governance Proposals, the Omnibus Incentive Plan Proposal or the Employee Stock Purchase Plan Proposal or if otherwise necessary or appropriate in connection with the Business Combination or (b) to ensure that any supplement or amendment to the accompanying proxy statement/prospectus/consent solicitation statement to be timely disseminated to FTAC stockholders prior to the FTAC special meeting.

 

Each of these proposals is described in the accompanying proxy statement/prospectus/consent solicitation statement, which we encourage you to read in its entirety before voting. Only FTAC stockholders of record at the close of business on [●], 2021 (the “Record Date”) are entitled to notice of the FTAC special meeting and to vote and have their votes counted at the FTAC special meeting and any adjournments or postponements thereof.

After careful consideration, the board of directors of FTAC (the “FTAC Board”) has determined that the Business Combination Proposal, the FTAC Charter Amendment Proposals, the NYSE Proposal, the Governance Proposals, the Omnibus Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal are advisable and in the best interests of FTAC and its stockholders and recommends that FTAC stockholders vote:

“FOR” the Business Combination Proposal; “FOR” the FTAC Charter Amendment Proposals; “FOR” the NYSE Proposal; “FOR” the Governance Proposals; “FOR” the Omnibus Incentive Plan Proposal; “FOR” the Employee Stock Purchase Plan Proposal; and, if presented, “FOR” the Adjournment Proposal.

See the section of the accompanying proxy statement/prospectus/consent solicitation statement entitled “Proposal No. 1—The Business Combination Proposal—The FTAC Board’s Reasons for the Approval of the Business Combination” for additional information regarding the reasons for the FTAC Board’s recommendation. The consummation of the Business Combination is conditioned on the approval of the Business Combination Proposal, each of the FTAC Charter Amendment Proposals and the NYSE Proposal. If any of these proposals are not approved, FTAC will not complete the Business Combination.

All FTAC stockholders as of the Record Date are cordially invited to attend the FTAC special meeting virtually. To ensure your shares are voted at the FTAC special meeting, however, you are urged to mark, sign and date the enclosed proxy card and return it as soon as possible in the pre-addressed postage paid envelope provided. If you are a record holder of FTAC common stock as of the Record Date, you may also cast your vote by means of remote communication during the FTAC special meeting by navigating to the virtual meeting website at [●] and entering the control number on your proxy card.

If your shares are held in an account at a brokerage firm or bank, or by a nominee, you must instruct your broker, bank or nominee how to vote your shares. If you wish to attend the virtual FTAC special meeting you must also obtain a proxy from your broker, bank or other nominee and follow the instructions provided to obtain a control number that will allow you to vote your shares by remote communication during the FTAC special meeting.

The list of FTAC stockholders entitled to vote at the FTAC special meeting will be available for examination by any FTAC stockholder during the FTAC special meeting via the FTAC special meeting website at [●].

Whether or not you plan to attend the FTAC special meeting, we urge you to read the accompanying proxy statement/prospectus/consent solicitation statement (including the annexes thereto and any documents incorporated into the accompanying proxy statement/prospectus/consent solicitation statement by reference) carefully. Please pay particular attention to the section entitled “Risk Factors” in the accompanying proxy statement/prospectus/consent solicitation statement.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the virtual FTAC special meeting or not, please mark, sign and date the enclosed proxy card and return it as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

 

[●], 2021

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED “FOR” EACH OF THE PROPOSALS.

YOU MAY EXERCISE YOUR RIGHTS TO DEMAND THAT FTAC REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT WHETHER YOU VOTE FOR OR AGAINST ANY OF THE PROPOSALS BEFORE THE FTAC SPECIAL MEETING OR DO NOT VOTE ON THE PROPOSALS AND WHETHER OR NOT YOU ARE HOLDER OF SHARES AS OF THE RECORD DATE OR ACQUIRED YOUR SHARES AFTER THE RECORD DATE. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST TENDER YOUR SHARES TO FTAC’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE DATE OF THE FTAC SPECIAL MEETING. YOU MAY TENDER YOUR SHARES FOR REDEMPTION BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO FTAC’S TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT/WITHDRAWAL AT CUSTODIAN (“DWAC”) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE TENDERED SHARES WILL NOT BE REDEEMED FOR CASH AND WILL BE RETURNED TO THE APPLICABLE STOCKHOLDER. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER OR BANK TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE THE SECTION ENTITLED “SPECIAL MEETING OF FTAC STOCKHOLDERS—REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

NOTICE OF SOLICITATION OF WRITTEN CONSENTS OF

THE MEMBERS OF TEMPO HOLDING COMPANY, LLC

To Members of Tempo Holding Company, LLC:

On January 25, 2021, Tempo Holding Company, LLC (“Tempo Holdings”) entered into a Business Combination Agreement, which was amended and restated on April 29, 2021 (as it may be further amended, restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Tempo Holdings, Foley Trasimene Acquisition Corp. (“FTAC”), Alight, Inc. (f/k/a Acrobat Holdings, Inc.) (the “Company”), Acrobat SPAC Merger Sub, Inc. (“FTAC Merger Sub”), Acrobat Merger Sub, LLC (“Tempo Merger Sub”), Acrobat Blocker 1 Corp., Acrobat Blocker 2 Corp., Acrobat Blocker 3 Corp., Acrobat Blocker 4 Corp., Tempo Blocker I, LLC (“Tempo Blocker 1”), Tempo Blocker II, LLC (“Tempo Blocker 2”), Blackstone Tempo Feeder Fund VII, L.P. (“Tempo Blocker 3”), upon its formation and joinder to the Business Combination Agreement, an affiliate of New Mountain Partners IV Special (AIV-E), LP (“Tempo Blocker 4”) and New Mountain Partners IV Special (AIV-E), LP (“Tempo Blocker 5” and, together with Tempo Blocker 1, Tempo Blocker 2, Tempo Blocker 3 and Tempo Blocker 4, the “Tempo Blockers”).

Pursuant to the Business Combination Agreement, on the terms and subject to the satisfaction of the conditions set forth therein, among other things, (i) FTAC Merger Sub will merge with and into FTAC, with FTAC being the surviving corporation and becoming a subsidiary of the Company and (ii) the Company will, through a series of mergers and related transactions, including the merger of Tempo Merger Sub with and into Tempo Holdings, with Tempo Holdings being the surviving entity in such merger and thereafter being referred to as “Alight Holdings”, acquire each of the Tempo Blockers as well as a controlling equity interest in (and become the managing member of) Alight Holdings.

The accompanying proxy statement/prospectus/consent solicitation statement is being delivered to you on behalf of the Tempo Holdings board of directors to request that holders of common units of Tempo Holdings execute and return written consents to adopt the Business Combination Agreement and approve the business combination and other transactions contemplated thereby (collectively, the “Business Combination”).

Concurrent with the execution of the Business Combination Agreement, certain holders representing a majority of the outstanding common units of Tempo Holdings (“Tempo Supporting Holders”) entered into a support agreement (the “Tempo Holdings Support Agreement”) with Tempo Holdings. Under the Tempo Holdings Support Agreement, the Tempo Supporting Holders agreed, among other things, to (i) deliver a written consent adopting the Business Combination Agreement and approving the Business Combination, within twenty-four (24) hours after the registration statement on Form S-4, of which the accompanying proxy statement/prospectus/consent solicitation statement forms a part, is declared effective by the U.S. Securities and Exchange Commission, and (ii) prior to the closing of the Business Combination, but effective upon the closing of the Business Combination, execute and deliver certain other transaction agreements.

The accompanying proxy statement/prospectus/consent solicitation statement describes the proposed Business Combination and the actions to be taken in connection with the Business Combination and provides additional information about the parties involved. Please give this information your careful attention. A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus/consent solicitation statement as Annex A.

The Tempo Holdings board of directors has considered the Business Combination and the terms of the Business Combination Agreement and has unanimously determined that the Business Combination and the Business Combination Agreement are advisable, fair to and in the best interests of Tempo Holdings and its members and recommends that the members of Tempo Holdings adopt the Business Combination Agreement and approve the Business Combination and transactions contemplated thereby by delivering a written consent.

Please complete, date and sign the written consent furnished with this proxy statement/prospectus/consent solicitation statement and return it promptly to Tempo Holdings by one of the means described in the section of the proxy statement/prospectus/consent solicitation statement entitled “Tempo Holdings’ and the Tempo Blockers’ Solicitation of Written Consents.”

 

NOTICE OF SOLICITATION OF WRITTEN CONSENTS OF

THE MEMBERS OF TEMPO BLOCKER I, LLC

To Members of Tempo Blocker I, LLC:

On January 25, 2021, Tempo Blocker I, LLC (“Tempo Blocker 1”) entered into a Business Combination Agreement, which was amended and restated on April 29, 2021 (as it may be further amended, restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Tempo Holding Company, LLC (“Tempo Holdings”), Foley Trasimene Acquisition Corp. (“FTAC”), Alight, Inc. (f/k/a Acrobat Holdings, Inc.) (the “Company”), Acrobat SPAC Merger Sub, Inc. (“FTAC Merger Sub”), Acrobat Merger Sub, LLC (“Tempo Merger Sub”), Acrobat Blocker 1 Corp., Acrobat Blocker 2 Corp., Acrobat Blocker 3 Corp., Acrobat Blocker 4 Corp., Tempo Blocker 1, Tempo Blocker II, LLC (“Tempo Blocker 2”), Blackstone Tempo Feeder Fund VII, L.P. (the “Blackstone Blocker”), upon its formation and joinder to the Business Combination Agreement, an affiliate of New Mountain Partners IV Special (AIV-E), LP (“Tempo Blocker 4”) and New Mountain Partners IV Special (AIV-E), LP (the “Tempo Blocker 5” and, together with Tempo Blocker 1, Tempo Blocker 2, the Blackstone Blockers and Tempo Blocker 4, the “Tempo Blockers”).

Pursuant to the Business Combination Agreement, on the terms and subject to the satisfaction of the conditions set forth therein, among other things, (i) FTAC Merger Sub will merge with and into FTAC, with the FTAC Surviving Corporation becoming a subsidiary of the Company and (ii) the Company will, through a series of mergers and related transactions, including the merger of Tempo Merger Sub with and into Tempo Holdings, with Tempo Holdings being the surviving entity in the merger and thereafter being referred to as “Alight Holdings,” acquire each of the Tempo Blockers, including Tempo Blocker 1, as well as a controlling equity interest in (and become the managing member of) Alight Holdings.

This proxy statement/prospectus/consent solicitation statement is being delivered to you on behalf of the Tempo Blocker 1 board of directors to request that holders of units of Tempo Blocker 1 execute and return written consents to adopt the Business Combination Agreement and approve the business combination and other transactions contemplated thereby (collectively, the “Business Combination”).

Concurrent with the execution of the Business Combination Agreement, certain holders representing a majority of the outstanding units of Tempo Blocker 1 (the “Tempo Blocker 1 Supporting Holders”) entered into a support agreement (the “Tempo Blocker 1 Support Agreement”) with Tempo Holdings. Under the Tempo Blocker 1 Support Agreement, the Tempo Blocker 1 Supporting Holders agreed, among other things, to (i) deliver a written consent adopting the Business Combination Agreement and approving the Business Combination, within eighteen (18) hours after the registration statement on Form S-4, of which the accompanying proxy statement/prospectus/consent solicitation statement forms a part, is declared effective by the U.S. Securities and Exchange Commission, and (ii) prior to the closing of the Business Combination, but effective upon the closing of the Business Combination, execute and deliver certain other Transaction Agreements.

The accompanying proxy statement/prospectus/consent solicitation statement describes the proposed Business Combination and the actions to be taken in connection with the Business Combination and provides additional information about the parties involved. Please give this information your careful attention. A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus/consent solicitation statement as Annex A.

The Tempo Blocker 1 board of directors has considered the Business Combination and the terms of the Business Combination Agreement and has unanimously determined that the Business Combination and the Business Combination Agreement are advisable, fair to and in the best interests of Tempo Blocker 1 and its members and recommends that the members of Tempo Blocker 1 adopt the Business Combination Agreement and transactions contemplated thereby by delivering a written consent.

Please complete, date and sign the written consent furnished with this proxy statement/prospectus/consent solicitation statement and return it promptly to Tempo Blocker 1 by one of the means described in the section of the proxy statement/prospectus/consent solicitation statement entitled “Tempo Holdings’ and the Tempo Blockers’ Solicitation of Written Consents.”

NOTICE OF SOLICITATION OF WRITTEN CONSENTS OF

THE MEMBERS OF TEMPO BLOCKER II, LLC

To Members of Tempo Blocker II, LLC:

On January 25, 2021, Tempo Blocker II, LLC (“Tempo Blocker 2”) entered into a Business Combination Agreement, which was amended and restated on April 29, 2021 (as it may be further amended, restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Tempo Holding Company, LLC (“Tempo Holdings”), Foley Trasimene Acquisition Corp. (“FTAC”), Alight, Inc. (f/k/a Acrobat Holdings, Inc.) (the “Company”), Acrobat SPAC Merger Sub, Inc. (“FTAC Merger Sub”), Acrobat Merger Sub, LLC (“Tempo Merger Sub”), Acrobat Blocker 1 Corp., Acrobat Blocker 2 Corp., Acrobat Blocker 3 Corp., Acrobat Blocker 4 Corp., Tempo Blocker 1 (“Tempo Blocker 1”), Tempo Blocker 2, Blackstone Tempo Feeder Fund VII, L.P. (the “Blackstone Blocker”), upon its formation and joinder to the Business Combination Agreement, an affiliate of New Mountain Partners IV Special (AIV-E), LP (“Tempo Blocker 4”) and New Mountain Partners IV Special (AIV-E), LP (the “Tempo Blocker 5” and, together with Tempo Blocker 1, Tempo Blocker 2, the Blackstone Blockers and Tempo Blocker 4, the “Tempo Blockers”).

Pursuant to the Business Combination Agreement, on the terms and subject to the satisfaction of the conditions set forth therein, among other things, (i) FTAC Merger Sub will merge with and into FTAC, with FTAC Surviving Corporation becoming a subsidiary of the Company and (ii) the Company will, through a series of mergers and related transactions, including the merger of Tempo Merger Sub with and into Tempo Holdings, with Tempo Holdings being the surviving entity in such merger and thereafter being referred to as “Alight Holdings”, acquire each of the Tempo Blockers, including Tempo Blocker 2, as well as a controlling equity interest in (and become the managing member of) Alight Holdings.

This proxy statement/prospectus/consent solicitation statement is being delivered to you on behalf of the Tempo Blocker 2 board of directors to request that holders of units of Tempo Blocker 2 execute and return written consents to adopt the Business Combination Agreement and approve the business combination and other transactions contemplated thereby (collectively, the “Business Combination”).

Concurrent with the execution of the Business Combination Agreement, certain holders representing a majority of the outstanding units of Tempo Blocker 2 (the “Tempo Blocker 2 Supporting Holders”) entered into a support agreement (the “Tempo Blocker 2 Support Agreement”) with Tempo Holdings. Under the Tempo Blocker 2 Support Agreement, the Tempo Blocker 2 Supporting Holders agreed, among other things, to (i) deliver a written consent adopting the Business Combination Agreement and approving the Business Combination, within eighteen (18) hours after the registration statement on Form S-4, of which the accompanying proxy statement/prospectus/consent solicitation statement forms a part, is been declared effective by the U.S. Securities and Exchange Commission, and (ii) prior to the closing of the Business Combination, but effective upon the closing of the Business Combination, execute and deliver certain other Transaction Agreements.

The accompanying proxy statement/prospectus/consent solicitation statement describes the proposed Business Combination and the actions to be taken in connection with the Business Combination and provides additional information about the parties involved. Please give this information your careful attention. A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus/consent solicitation statement as Annex A.

The Tempo Blocker 2 board of directors has considered the Business Combination and the terms of the Business Combination Agreement and has unanimously determined that the Business Combination and the Business Combination Agreement are advisable, fair to and in the best interests of Tempo Blocker 2 and its members and recommends that the members of Tempo Blocker 2 adopt the Business Combination Agreement and transactions contemplated thereby by delivering a written consent.

Please complete, date and sign the written consent furnished with this proxy statement/prospectus/consent solicitation statement and return it promptly to Tempo Blocker 2 by one of the means described in the section of the proxy statement/prospectus/consent solicitation statement entitled “Tempo Holdings’ and the Tempo Blockers’ Solicitation of Written Consents.”

 

NOTICE OF SOLICITATION OF WRITTEN CONSENTS OF

THE LIMITED PARTNERS OF BLACKSTONE TEMPO FEEDER FUND VII L.P.

To Limited Partners of Blackstone Tempo Feeder Fund VII L.P.:

On January 25, 2021, Blackstone Tempo Feeder Fund VII, L.P. (the “Blackstone Blocker”) entered into a Business Combination Agreement, which was amended and restated on April 29, 2021 (as it may be further amended, restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Tempo Holding Company, LLC (“Tempo Holdings”), Foley Trasimene Acquisition Corp. (“FTAC”), Alight, Inc. (f/k/a Acrobat Holdings, Inc.) (the “Company”), Acrobat SPAC Merger Sub, Inc. (“FTAC Merger Sub”), Acrobat Merger Sub, LLC (“Tempo Merger Sub”), Acrobat Blocker 1 Corp., Acrobat Blocker 2 Corp., Acrobat Blocker 3 Corp., Acrobat Blocker 4 Corp., Tempo Blocker I, LLC (“Tempo Blocker 1”), Tempo Blocker II, LLC (“Tempo Blocker 2”), the Blackstone Blocker, upon its formation and joinder to the Business Combination Agreement, an affiliate of New Mountain Partners IV Special (AIV-E), LP (“Tempo Blocker 4”), and New Mountain Partners IV Special (AIV-E), LP (“Tempo Blocker 5” and, together with Tempo Blocker 1, Tempo Blocker 2, the Blackstone Blocker and Tempo Blocker 4, the “Tempo Blockers”).

Pursuant to the Business Combination Agreement, on the terms and subject to the satisfaction of the conditions set forth therein, among other things, (i) FTAC Merger Sub will merge with and into FTAC, with FTAC being the surviving corporation and becoming a subsidiary of the Company and (ii) the Company will, through a series of mergers and related transactions, including the merger of Tempo Merger Sub with and into Tempo Holdings, with Tempo Holdings being the surviving entity in such merger and thereafter being referred to as “Alight Holdings”, acquire each of the Tempo Blockers, including the Blackstone Blocker, as well as a controlling equity interest in (and become the managing member of) Alight Holdings.

The accompanying proxy statement/prospectus/consent solicitation statement is being delivered to you on behalf of the general partner of the Blackstone Blocker to request that limited partnership interests of the Blackstone Blocker execute and return written consents to adopt the Business Combination Agreement and approve the business combination and other transactions contemplated thereby (collectively, the “Business Combination”).

Concurrent with the execution of the Business Combination Agreement, the general partner of the Blackstone Blocker (“Blackstone Blocker Supporting General Partner”) entered into a support agreement (the “Blackstone Blocker Support Agreement”) with Tempo Holdings. Under the Blackstone Blocker Support Agreement, the Blackstone Blocker Supporting General Partner agreed, among other things, to (i) deliver a written consent adopting the Business Combination Agreement and approving the Business Combination, within eighteen (18) hours after the registration statement on Form S-4, of which the accompanying proxy statement/prospectus/consent solicitation statement forms a part, is declared effective by the U.S. Securities and Exchange Commission, and (ii) prior to the closing of the Business Combination, but effective upon the closing of the Business Combination, execute and deliver certain other transaction agreements.

The accompanying proxy statement/prospectus/consent solicitation statement describes the proposed Business Combination and the actions to be taken in connection with the Business Combination and provides additional information about the parties involved. Please give this information your careful attention. A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus/consent solicitation statement as Annex A.

The Blackstone Blocker Supporting General Partner has considered the Business Combination and the terms of the Business Combination Agreement and has determined that the Business Combination and the Business Combination Agreement are advisable, fair to and in the best interests of the Blackstone Blocker and its limited partners and recommends that the limited partners of the Blackstone Blocker adopt the Business Combination Agreement and approve the Business Combination and transactions contemplated thereby by delivering a written consent.

Please complete, date and sign the written consent furnished with this proxy statement/prospectus/consent solicitation statement and return it promptly to the Blackstone Blocker by one of the means described in the section of the proxy statement/prospectus/consent solicitation statement entitled “Tempo Holdings’ and the Tempo Blockers’ Solicitation of Written Consents.”

 

NOTICE OF SOLICITATION OF WRITTEN CONSENTS OF

THE LIMITED PARTNERS OF NEW MOUNTAIN PARTNERS IV SPECIAL (AIV-E), LP

To Limited Partners of New Mountain Partners IV Special (AIV-E), LP:

On January 25, 2021, New Mountain Partners IV Special (AIV-E), LP (“Tempo Blocker 5”) entered into a Business Combination Agreement, which was amended and restated on April 29, 2021 (as it may be further amended, restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Tempo Holding Company, LLC (“Tempo Holdings”), Foley Trasimene Acquisition Corp. (“FTAC”), Alight, Inc. (f/k/a Acrobat Holdings, Inc.) (the “Company”), Acrobat SPAC Merger Sub, Inc. (“FTAC Merger Sub”), Acrobat Merger Sub, LLC (“Tempo Merger Sub”), Acrobat Blocker 1 Corp., Acrobat Blocker 2 Corp., Acrobat Blocker 3 Corp., Acrobat Blocker 4 Corp., Tempo Blocker I, LLC (“Tempo Blocker 1”), Tempo Blocker II, LLC (“Tempo Blocker 2”), upon its formation and joinder to the Business Combination Agreement, an affiliate of New Mountain Partners IV Special (AIV-E), LP (“Tempo Blocker 4”), Blackstone Tempo Feeder Fund VII, L.P. (the “Blackstone Blocker” and, together with Tempo Blocker 1, Tempo Blocker 2, Tempo Blocker 4 and the Tempo Blocker 5, the “Tempo Blockers”).

Pursuant to the Business Combination Agreement, on the terms and subject to the satisfaction of the conditions set forth therein, among other things, (i) FTAC Merger Sub will merge with and into FTAC, with FTAC being the surviving corporation and becoming a subsidiary of the Company and (ii) the Company will, through a series of mergers and related transactions, including the merger of Tempo Merger Sub with and into Tempo Holdings, with Tempo Holdings being the surviving entity in such merger and thereafter being referred to as “Alight Holdings”, acquire each of the Tempo Blockers, including Tempo Blocker 5, as well as a controlling equity interest in (and become the managing member of) Alight Holdings.

The accompanying proxy statement/prospectus/consent solicitation statement is being delivered to you on behalf of the general partner of Tempo Blocker to request that limited partnership interests of Tempo Blocker execute and return written consents to adopt the Business Combination Agreement and approve the business combination and other transactions contemplated thereby (collectively, the “Business Combination”).

Concurrent with the execution of the Business Combination Agreement, the general partner of Tempo Blocker 5 (“Tempo Blocker 5 Supporting General Partner”) entered into a support agreement (the “Tempo Blocker 5 Support Agreement”) with Tempo Holdings. Under the Tempo Blocker 5 Support Agreement, the Tempo Blocker 5 Supporting General Partner agreed, among other things, to (i) deliver a written consent adopting the Business Combination Agreement and approving the Business Combination, within eighteen (18) hours after the registration statement on Form S-4, of which the accompanying proxy statement/prospectus/consent solicitation statement forms a part, is declared effective by the U.S. Securities and Exchange Commission, and (ii) prior to the closing of the Business Combination, but effective upon the closing of the Business Combination, execute and deliver certain other transaction agreements.

The accompanying proxy statement/prospectus/consent solicitation statement describes the proposed Business Combination and the actions to be taken in connection with the Business Combination and provides additional information about the parties involved. Please give this information your careful attention. A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus/consent solicitation statement as Annex A.

The Tempo Blocker 5 Supporting General Partner has considered the Business Combination and the terms of the Business Combination Agreement and has determined that the Business Combination and the Business Combination Agreement are advisable, fair to and in the best interests of Tempo Blocker 5 and its limited partners and recommends that the limited partners of Tempo Blocker 5 adopt the Business Combination Agreement and approve the Business Combination and transactions contemplated thereby by delivering a written consent.

Please complete, date and sign the written consent furnished with this proxy statement/prospectus/consent solicitation statement and return it promptly to Tempo Blocker 5 by one of the means described in the section of the proxy statement/prospectus/consent solicitation statement entitled “Tempo Holdings’ and the Tempo Blockers’ Solicitation of Written Consents.”

 

TABLE OF CONTENTS

 

		Page
FREQUENTLY USED TERMS			2
MARKET AND INDUSTRY DATA			16
TRADEMARKS AND SERVICE MARKS			16
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			17
QUESTIONS AND ANSWERS			19
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT			39
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			65
COMPARATIVE PER SHARE INFORMATION			67
RISK FACTORS			69
SPECIAL MEETING OF FTAC STOCKHOLDERS			106
PROPOSAL NO. 1—THE BUSINESS COMBINATION PROPOSAL			113
PROPOSAL NO. 2—THE FTAC CHARTER AMENDMENT PROPOSALS			171
PROPOSAL NO. 3—THE NYSE PROPOSAL			174
PROPOSAL NO. 4—THE GOVERNANCE PROPOSALS			177
PROPOSAL NO. 5—THE OMNIBUS INCENTIVE PLAN PROPOSAL			182
PROPOSAL NO. 6—THE EMPLOYEE STOCK PURCHASE PLAN PROPOSAL			191
PROPOSAL NO. 7—THE ADJOURNMENT PROPOSAL			196
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			202
INFORMATION ABOUT FTAC			218
DIRECTORS, OFFICERS, EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE OF FTAC PRIOR TO THE BUSINESS COMBINATION			224
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF FTAC			233
DESCRIPTION OF THE COMPANY’S SECURITIES			238
COMPARISON OF STOCKHOLDERS’ RIGHTS			254
BENEFICIAL OWNERSHIP OF SECURITIES			265
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			267
INFORMATION ABOUT ALIGHT			271
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ALIGHT			284
EXECUTIVE COMPENSATION OF ALIGHT			300
MANAGEMENT OF THE COMPANY FOLLOWING THE BUSINESS COMBINATION			334
SECURITIES ACT RESTRICTIONS ON RESALE OF THE COMPANY’S SECURITIES			341
APPRAISAL RIGHTS			343
FTAC SPECIAL MEETING PROPOSALS			343
FUTURE STOCKHOLDER PROPOSALS			343
STOCKHOLDER COMMUNICATIONS			343
LEGAL MATTERS			343
EXPERTS			343
HOUSEHOLDING; DELIVERY OF DOCUMENTS TO STOCKHOLDERS			344
TRANSFER AGENT AND REGISTRAR			344
WHERE YOU CAN FIND MORE INFORMATION			344
INDEX TO FINANCIAL STATEMENTS			F-1
ANNEX A: AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT			A-1
ANNEX B: FORM OF FTAC CHARTER			B-1
ANNEX C: FORM OF COMPANY CHARTER			C-1

 

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		Page
ANNEX D: FORM OF COMPANY BYLAWS			D-1
ANNEX E: FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ALIGHT HOLDINGS			E-1
ANNEX F: AMENDED AND RESTATED SPONSOR AGREEMENT			F-1
ANNEX G: FORM OF SUBSCRIPTION AGREEMENT			G-1
ANNEX H: FORM OF INVESTOR RIGHTS AGREEMENT			H-1
ANNEX I: FORM OF REGISTRATION RIGHTS AGREEMENT			I-1
ANNEX J: FORM OF TAX RECEIVABLE AGREEMENT			J-1
ANNEX K: FORM OF ALIGHT, INC. OMNIBUS INCENTIVE PLAN			K-1
ANNEX L: FORM OF ALIGHT, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN			L-1

 

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ABOUT THIS PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT

This document, which forms part of a registration statement on Form S-4 (File No. 333-254801) filed with the U.S. Securities and Exchange Commission (the “SEC”) by Alight, Inc. (the “Company”), constitutes a prospectus under Section 5 of the U.S. Securities Act of 1933, as amended, with respect to certain securities of the Company to be issued in connection with the Business Combination described below and a notice of meeting and a proxy statement of FTAC under Section 14(a) of the Securities Exchange Act of 1934, as amended, for the special meeting of FTAC stockholders to be held in connection with the Business Combination and at which FTAC stockholders will be asked to consider and vote upon a proposal to adopt the Business Combination Agreement and approve the Business Combination, among other matters. This document also constitutes a consent solicitation statement of each of Tempo Holdings, Tempo Blocker 1, Tempo Blocker 2, the Blackstone Blocker and the New Mountain Blocker, because the boards of directors of each of Tempo Holdings, Tempo Blocker 1 and Tempo Blocker 2 and the general partners of each of the Blackstone Blocker and New Mountain Blocker are soliciting written consents from its members or limited partners, as applicable, using this proxy statement/prospectus/consent solicitation statement to adopt the Business Combination Agreement and approve the transactions contemplated thereby, among other matters.

This registration statement and the accompanying proxy statement/prospectus/consent solicitation statement is available without charge to stockholders of FTAC upon written or oral request. This document and other filings by FTAC with the SEC may be obtained by either written or oral request to Foley Trasimene Acquisition Corp., 1701 Village Center Circle, Las Vegas, NV, 89134 or by telephone at (702) 323-7330.

The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You may obtain copies of the materials described above at the commission’s internet site at www.sec.gov.

In addition, if you are an FTAC stockholder and have questions about the proposals to be considered at the FTAC special meeting or the accompanying proxy statement/prospectus/consent solicitation statement, would like additional copies of the accompanying proxy statement/prospectus/consent solicitation statement, or need to obtain proxy cards or other information related to the proxy solicitation, please contact Morrow Sodali LLC (“Morrow”), our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing WPF.info@investor.morrowsodali.com. You will not be charged for any of the documents that you request.

See the section entitled “Where You Can Find More Information” of the accompanying proxy statement/prospectus/consent solicitation statement for further information.

Information contained on the FTAC website, the Alight website or any other website, is expressly not incorporated by reference into the accompanying proxy statement/prospectus/consent solicitation statement.

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the FTAC special meeting, or no later than [●], 2021.

 

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FREQUENTLY USED TERMS

Unless the context otherwise requires, all references in this proxy statement/prospectus/consent solicitation statement to “we,” “us” or “our” refer to (i) FTAC prior to the consummation of the Business Combination and to (ii) the Company following the consummation of the Business Combination.

Definitions

The following terms used in this document have the meaning set forth below:

“Adjournment Proposal” means the proposal to adjourn the FTAC special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies in the event that there are not sufficient votes at the time of the FTAC special meeting to approve one or more proposals at the FTAC special meeting.

“Alight” means Tempo Holdings and its subsidiaries.

“Alight Holdings” means Tempo Holdings, following the Tempo Merger, at which time Tempo Holdings, as the surviving entity in the Tempo Merger, is expected to be renamed Alight Holding Company, LLC and the Company will be the managing member and hold a controlling interest.

“Alight Holdings Operating Agreement” means the Second Amended and Restated Limited Liability Company Agreement of Alight Holdings, which will become effective at the effective time of the Tempo Merger. The form of the Alight Holdings Operating Agreement is attached to this proxy statement/prospectus/consent solicitation statement as Annex E.

“Alight Holdings Units” means the Class A Units, the Class B Units and the Class C Units.

“Allocation Schedule” means the schedule to be delivered by Tempo Holdings under the Business Combination Agreement setting forth the allocation of the Closing Cash Consideration, the Closing Seller Equity Consideration, the Tempo Earnout Consideration and the Forfeiture Reallocation Shares at the Closing among the Tempo Investor, the Continuing Member Contributors, the Continuing Tempo Unitholders, the Participating Management Holders and the Tempo Blocker Owners.

“Available Cash Amount” means, as of immediately prior to the Closing, the aggregate amount of all available Cash and Cash Equivalents of FTAC and its subsidiaries (including the Company), including (i) the Available Trust Proceeds, (ii) the aggregate amount funded and paid to the Company by the PIPE Investors pursuant to their Subscription Agreements, (iii) the Permitted Equity Financing Proceeds, and (iv) the aggregate amount of cash proceeds from the FTAC Financing.

“Available Trust Proceeds” means, as of immediately prior to the Closing, an amount equal to (i) the proceeds available from the Trust Account (after reduction for the aggregate amount of any payments required to be made in connection with redemptions pursuant to the FTAC Stockholder Redemption) plus (ii) the Permitted Equity Financing Proceeds.

“Bilcar” means Bilcar FT, LP.

“Blackstone” means The Blackstone Group Inc.

“Blackstone Blocker” means Blackstone Tempo Feeder Fund VII L.P.

“Blackstone Investors” means certain funds affiliated with Blackstone and their affiliated transferees.

“Blocker effective time” means the effective time of the applicable Blocker Mergers.

 

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“Blocker Merger Subs” means, collectively, Acrobat Blocker 1 Corp., Acrobat Blocker 2 Corp., Acrobat Blocker 3 Corp. and Acrobat Blocker 4 Corp.

“Blocker Mergers” means, immediately following the Tempo Merger, the merger of each of the Blocker Merger Subs with and into the applicable Tempo Blocker, with the Tempo Blockers being the surviving entities in their respective mergers.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Amended and Restated Business Combination Agreement, dated as of April 29, 2021, by and among the Company, FTAC, the Blocker Merger Subs, FTAC Merger Sub, Tempo Merger Sub, Tempo Holdings and the Tempo Blockers, as it may be amended, supplemented or otherwise modified from time to time. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus/consent solicitation statement as Annex A.

“Business Combination Proposal” means the proposal to be considered at the FTAC special meeting to adopt the Business Combination Agreement and approve the transactions contemplated thereby.

“Cannae” means Cannae Holdings and Cannae LLC.

“Cannae Holdings” means Cannae Holdings, Inc.

“Cannae LLC” means Cannae Holdings LLC, a wholly-owned subsidiary of Cannae Holdings.

“Cash and Cash Equivalents” means, for purposes of the Business Combination Agreement, all cash and cash equivalents (including marketable securities, checks and bank deposits) of any person, calculated in accordance with GAAP. With respect to Tempo Holdings and its subsidiaries, cash and cash equivalents does not include certain segregated account funds.

“Change of Control” means the occurrence of any transaction or series of related transactions in which: (a) any person or any group of persons (other than the Company or any of its subsidiaries, including the FTAC Surviving Corporation or any Blocker) that would constitute a “group” for purposes of Section 13(d) of the Exchange Act becomes the beneficial owner, directly or indirectly, of securities of the Company, the FTAC Surviving Corporation or Alight Holdings representing more than 50% of the combined voting power of the Company’s, the FTAC Surviving Corporation’s or Alight Holdings’, as applicable, then outstanding voting securities (excluding a transaction or series of related transactions described in the following clause (b) that would not constitute a Change of Control), (b) there is consummated a merger or consolidation of the Company, the FTAC Surviving Corporation or Alight Holdings with any other person, and, immediately after the consummation of such merger or consolidation, the outstanding voting securities of the Company, the FTAC Surviving Corporation or Alight Holdings, as applicable, immediately prior to such merger or consolidation do not continue to represent or are not converted into more than 50% of the combined voting power of the then outstanding voting securities of the person resulting from such merger or consolidation or, if the Company, the FTAC Surviving Corporation or Alight Holdings, as applicable (or its successor) is a subsidiary of such person, the ultimate parent thereof, or (c) there is consummated an agreement or series of related agreements resulting in the sale or transfer, directly or indirectly, by the Company of all or substantially all of the Company’s and its subsidiaries’ assets (including equity interests in the FTAC Surviving Corporation or Alight Holdings). However, a “Change of Control” will not be deemed to have occurred by virtue of the consummation of any transaction or series of related transactions immediately following which the record holders of the shares of the Company immediately prior to such transaction or series of related transactions continue to have substantially the same proportionate ownership in, and voting control over, and own substantially all of the shares of, an entity which owns, directly or indirectly, all or substantially all of the assets of the Company immediately following such transaction or series of related transactions.

 

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“Class A Units” means the Class A limited liability company interests of Alight Holdings following the Business Combination, having the rights and privileges as set forth in the Alight Holdings Operating Agreement, and which are exchangeable for cash or shares of Company Class A common stock as set forth in the Alight Holdings Operating Agreement.

“Class B Units” means, collectively, the Class B-1 Units, the Class B-2 Units and the Class B-3 Units.

“Class B Vesting Event” means any Class B-1 Vesting Event, Class B-2 Vesting Event or Class B-3 Vesting Event.

“Class B-1 Units” means the Class B-1 limited liability company interests of Alight Holdings following the Business Combination, having the rights and privileges as set forth in the Alight Holdings Operating Agreement, and which are restricted subject to vesting and will vest and automatically convert into an equivalent number of Class A Units upon the occurrence of a Class B-1 Vesting Event, in accordance with the terms and conditions set forth in the Alight Holdings Operating Agreement.

“Class B-1 Vesting Event” means, with respect to each Class B-1 Unit and each share of Class B-1 common stock, during the period beginning on the Closing Date and ending on the seventh (7th) anniversary of the Closing Date, (1) the first day on which the VWAP of the Class A common stock equals or exceeds $12.50 per share (subject to adjustment and to be decreased for the aggregate per share amount of any dividends actually paid in respect of a share of Class A common stock following the Closing Date) for any 20 trading days within a period of 30 consecutive trading days or (2) the occurrence of a Change of Control or a Dissolution Event in which the valuation of a Class A Unit or a share of Company Class A common stock is equal to or in excess of $12.50 per share (subject to adjustment).

“Class B-2 Units” means the Class B-2 limited liability company interests of Alight Holdings following the Business Combination, having the rights and privileges as set forth in the Alight Holdings Operating Agreement, and which are restricted subject to vesting and will vest and automatically convert into an equivalent number of Class A Units upon the occurrence of a Class B-1 Vesting Event, in accordance with the terms and conditions set forth in the Alight Holdings Operating Agreement.

“Class B-2 Vesting Event” means, with respect to each Class B-2 Unit and each share of Class B-2 common stock, during the period beginning on the Closing Date and ending on the seventh (7th) anniversary of the Closing Date, (1) the first day on which the VWAP of the Class A common stock equals or exceeds $15.00 per share (subject to adjustment and to be decreased for the aggregate per share amount of any dividends actually paid in respect of a share of Class A common stock following the Closing Date) for any 20 trading days within a period of 30 consecutive trading days or (2) the occurrence of a Change of Control or a Dissolution Event in which the valuation of a Class A Unit or a share of Company Class A common stock is equal to or in excess of $15.00 per share (subject to adjustment).

“Class B-3 Units” means the Class B-3 limited liability company interests of Alight Holdings following the Business Combination, having the rights and privileges as set forth in the Alight Holdings Operating Agreement, and which are restricted subject to vesting and will vest and automatically convert into an equivalent number of Class A Units upon the occurrence of a Class B-3 Vesting Event, in accordance with the terms and conditions set forth in the Alight Holdings Operating Agreement.

“Class B-3 Vesting Event” means, with respect to each Class B-3 Unit and each share of Class B-3 common stock, during the period beginning on the Closing Date and ending on the seventh (7th) anniversary of the Closing Date, (1) the first day on which the VWAP of the Class A common stock equals or exceeds $13.75 per share (subject to adjustment and to be decreased for the aggregate per share amount of any dividends actually paid in respect of a share of Class A common stock following the Closing Date) for any 20 trading days within a period of 30 consecutive trading days or (2) the occurrence of a Change of Control or a Dissolution Event in

 

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which the valuation of a Class A Unit or a share of Company Class A common stock is equal to or in excess of $13.75 per share (subject to adjustment).

“Class C Units” means the Class C units representing limited liability company interests of Alight Holdings following the Business Combination that are held by the Founders as a result of the Founder FTAC Warrant Recapitalization and Founder LLC Contribution.

“Class Z-A Tranche” means the aggregate number of shares of Company Class Z-A common stock and Class Z-A Units to be issued to certain direct or indirect equity holders of Tempo Holdings in connection with the Business Combination, which number will be equal to the aggregate number of unvested shares of Company Class A common stock that are issued in accordance with the Allocation Schedule.

“Class Z-A Units” means the Class Z-A limited liability company interests of Alight Holdings following the Business Combination, having the rights and privileges as set forth in the Alight Holdings Operating Agreement.

“Class Z-B-1 Tranche” means the aggregate number of shares of Company Class Z-B-1 common stock and Class Z-B-1 Units to be issued to certain direct or indirect equity holders of Tempo Holdings in connection with the Business Combination, which number will be equal to the aggregate number of unvested shares of Company Class B-1 common stock that are issued in accordance with the Allocation Schedule.

“Class Z-B-1 Units” means the Class Z-B-1 limited liability company interests of Alight Holdings following the Business Combination, having the rights and privileges as set forth in the Alight Holdings Operating Agreement.

“Class Z-B-2 Tranche” means the aggregate number of shares of Company Class Z-B-2 common stock and Class Z-B-2 Units to be issued to certain direct or indirect equity holders of Tempo Holdings in connection with the Business Combination, which number will be equal to the aggregate number of unvested shares of Company Class B-2 common stock that are issued in accordance with the Allocation Schedule.

“Class Z-B-2 Units” means the Class Z-B-2 limited liability company interests of Alight Holdings following the Business Combination, having the rights and privileges as set forth in the Alight Holdings Operating Agreement.

“Closing” means the closing of the transactions contemplated by the Business Combination Agreement.

“Closing Cash Consideration” means an amount equal to the sum of (i) $1,000,000,000 minus (ii) the Net Debt Adjustment Amount, minus (iii) the Redemption Offset Amount (if any).

“Closing Date” means the date on which the transactions contemplated by the Business Combination Agreement are completed.

“Closing Seller Equity Consideration” means a number of shares of Company Class A common stock and Class A Units (together with one share of Company Class B common stock to be issued in respect of each Class A Unit), to be allocated as set forth on the Allocation Schedule, equal to (i) 226,663,750, plus (ii) the quotient obtained by dividing the Redemption Offset Amount by $10.00.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” means Alight, Inc., a Delaware corporation f/k/a Acrobat Holdings, Inc.

“Company Board” means the board of directors of the Company subsequent to the completion of the Business Combination.

 

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“Company Bylaws” mean the bylaws of the Company to be in effect upon completion of the Business Combination, a form of which is attached to this proxy statement/prospectus/consent solicitation statement as Annex D.

“Company Charter” means the certificate of incorporation of the Company to be in effect upon completion of the Business Combination, a form of which is attached to this proxy statement/prospectus/consent solicitation statement as Annex C.

“Company Class A common stock” means the Class A common stock, par value $0.0001 per share, of the Company to be authorized pursuant to the Company Charter.

“Company Class B common stock” means, collectively, the Class B-1 common stock, the Class B-2 common stock and Class B-3 common stock to be authorized pursuant to the Company Charter.

“Company Class B-1 common stock” means the Class B-1 common stock, par value $0.0001 per share, of the Company to be authorized pursuant to the Company Charter.

“Company Class B-2 common stock” means the Class B-2 common stock, par value $0.0001 per share, of the Company to be authorized pursuant to the Company Charter.

“Company Class B-3 common stock” means the Class B-3 common stock, par value $0.0001 per share, of the Company to be authorized pursuant to the Company Charter.

“Company Class V common stock” means the Class V common stock, par value $0.0001 per share, of the Company to be authorized pursuant to the Company Charter.

“Company Class Z common stock” means, collectively, the Class B-1 common stock, the Class B-2 common stock and Class B-3 common stock to be authorized pursuant to the Company Charter.

“Company Class Z-A common stock” means the Class B-1 common stock, par value $0.0001 per share, of the Company to be authorized pursuant to the Company Charter.

“Company Class Z-B-1 common stock” means the Class B-2 common stock, par value $0.0001 per share, of the Company to be authorized pursuant to the Company Charter.

“Company Class Z-B-2 common stock” means the Class B-3 common stock, par value $0.0001 per share, of the Company to be authorized pursuant to the Company Charter.

“Company common stock” means the Company Class A common stock, the Company Class B common stock, the Company Class V common stock and the Company Class Z common stock.

“Company Net Debt Amount” means as of immediately prior to the Closing, an amount (without taking into account any of the transactions consummated on the Closing Date) equal to (i) the aggregate indebtedness for borrowed money of Tempo Holdings, the Tempo Blockers and their respective subsidiaries and indebtedness issued by Tempo Holdings, the Tempo Blockers or their respective subsidiaries in substitution or exchange for borrowed money, excluding certain items set forth on the disclosure schedules to the Business Combination Agreement minus (ii) the aggregate amount of payments made by Tempo Holdings, the Tempo Blockers or any of their respective subsidiaries prior to the close of business on the business day prior to the Closing in respect of amounts that would have constituted transaction expenses under the Business Combination Agreement (excluding certain transaction expenses), minus (iii) the Cash and Cash Equivalents of Tempo, the Tempo Blockers and their respective subsidiaries.

 

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“Company Warrants” means the FTAC Warrants that following the Business Combination will entitle the holder thereof to purchase one share of Company Class A common stock for a purchase price of $11.50 per share in lieu of one share of FTAC Class A common stock (subject to adjustment in accordance with the warrant agreement).

“Continuing Member Contribution” means, immediately following the Blocker Mergers, in accordance with the Contribution and Exchange Agreements, the contribution (i) by Blackstone Capital Partners VII NQ LP, Blackstone Capital Partners VII.2 NQ LP, BCP VII SBS Holdings L.L.C., Blackstone Family Investment Partnership VII - ESC NQ L.P. and BTAS NQ Holdings L.L.C., collectively, of a total of 100,000 Class A Units to the Company in exchange for an equal number of shares of Company Class A common stock and (ii) by New Mountain IV (AIV-E), LP of a total of 100,000 Class A Units to the Company in exchange for an equal number of shares of Company Class A common stock.

“Continuing Member Contributors” means Blackstone Capital Partners VII NQ LP, Blackstone Capital Partners VII.2 NQ LP, BCP VII SBS Holdings L.L.C., Blackstone Family Investment Partnership VII - ESC NQ L.P., BTAS NQ Holdings L.L.C. and New Mountain IV (AIV-E), LP, in each case to the extent it has delivered an executed Contribution and Exchange Agreement prior to the Closing

“Continuing Tempo Unitholders” means the holders of Tempo Units outstanding as of immediately prior to the Closing (other than the Tempo Blockers, the Tempo Investor, the Continuing Member Contributors (to the extent such Continuing Member Contributor does not hold any Alight Holdings Units after the Continuing Member Contribution) and the Participating Management Holders that deliver contribution and exchange agreements).

“COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions thereof or any other epidemics, pandemics or disease outbreaks.

“Default Founder Merger Consideration” means 23,287,500 shares of Company Class A common stock.

“DGCL” means the Delaware General Corporation Law, as amended.

“Dissolution Event” means any of the following events (a) the entry of a decree of judicial dissolution of Alight Holdings under Section 18-802 of the DLLCA upon the finding by a court of competent jurisdiction that it is not reasonably practicable to carry on the business of Alight Holdings in conformity with the Alight Holdings Operating Agreement, (b) any event which makes it unlawful for the business of Alight Holdings to be carried on by its members, (c) the written consent of all members of Alight Holdings, (d) there are no members of Alight Holdings, unless Alight Holdings is continued in accordance with the DLLCA or (e) the Company (or any successor, as the managing member of Alight Holdings) determines to dissolve Alight Holdings, which will require the consent of the representative of the Continuing Tempo Unitholders under the Alight Holdings Operating Agreement for so long as the Continuing Tempo Unitholders hold Alight Holdings Units and is subject to certain other requirements as set forth in the Alight Holdings Operating Agreement.

“DLLCA” means the Delaware Limited Liability Company Act.

“DTC” means the Depository Trust Company.

“Employee Stock Purchase Plan” means the Alight, Inc. 2021 Employee Stock Purchase Plan, which will become effective on the Closing Date if approved by FTAC stockholders. A copy of the Employee Stock Purchase Plan is attached to this accompanying proxy statement/prospectus/consent solicitation statement as Annex L.

“Employee Stock Purchase Plan Proposal” means the proposal to approve the adoption of the Employee Stock Purchase Plan.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

 

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“Existing Investor Lock-Up Period” means the period commencing on the date of the Closing and ending on the date that is 180 days following the date of the Closing, or, if earlier, on the 60th day following the date on which the VWAP of the Company Class A common stock equals or exceeds $12.00 per share for 20 Trading Days out of a period of 30 consecutive Trading Days.

“Existing Investors” means the Blackstone Investors, the PF Investors, the GIC Investors and the New Mountain Investors.

“FNF Subscribers” means, collectively, Chicago Title Insurance Company, Commonwealth Land Title Insurance Company and Fidelity National Title Insurance Company.

“Forfeiture Reallocation Shares” means the Class Z-A Tranche, the Class Z-B-1 Tranche and the Class Z-B-2 Tranche.

“Forward Purchase Agreements” or “FPAs” means (i) the forward purchase agreement, dated as of May 8, 2020, between FTAC and Cannae Holdings, as assigned to Cannae LLC, and (ii) the forward purchase agreement, dated as of May 8, 2020, between FTAC and THL.

“Forward Purchase Warrants” means the warrants to purchase shares of FTAC Class A common stock sold pursuant to the Forward Purchase Agreements.

“Founder FTAC Warrant Recapitalization” means the recapitalization of the Private Placement Warrants for shares of FTAC Class C common stock, which will be consummated prior to the FTAC Merger.

“Founder LLC Contribution” means the contribution by the Founders of the shares of Class C common stock of the FTAC Surviving Corporation received in the FTAC Merger to Alight Holdings in exchange for Class C Units.

“Founder Merger Consideration” means, the Default Founder Merger Consideration or, if the Available Trust Proceeds are less than $892,200,000, the Redemption Founder Merger Consideration.

“Founders” means Trasimene Capital and Bilcar.

“FTAC” means Foley Trasimene Acquisition Corp.

“FTAC Amended Charter” means the third amended and restated certificate of incorporation of FTAC to be in effect prior to the Business Combination if the FTAC Charter Amendment Proposals are approved.

“FTAC Board” means the board of directors of FTAC.

“FTAC Charter” means the second amended and restated certificate of incorporation of FTAC.

“FTAC Charter Amendment Proposals” means the proposal to approve the amendment and restatement of the FTAC Charter, a form of which is attached to this proxy statement/prospectus/consent solicitation statement as Annex B, as well as separate proposals to approve the increase in the number of authorized shares of FTAC common stock and to create a separate class of FTAC Class C common stock in connection therewith.

“FTAC Class A common stock” means the shares of Class A common stock, par value $0.0001 per share, of FTAC.

“FTAC Class B common stock” means the Class B common stock, par value $0.0001 per share, of FTAC.

 

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“FTAC Class C common stock” means the Class C common stock, par value $0.0001 per share, of FTAC, to be authorized pursuant to the FTAC Amended Charter.

“FTAC common stock” means the FTAC Class A common stock and FTAC Class B common stock.

“FTAC effective time” means the effective time of the FTAC Merger.

“FTAC Financing” means the equity financing to be provided pursuant to the Forward Purchase Agreements.

“FTAC Independent Directors” means Douglas K. Ammerman, Thomas M. Hagerty, Hugh R. Harris and Frank R. Martire, Jr., the independent members of the FTAC Board at the time of completion of the IPO and of FTAC’s initial entry into the Business Combination Agreement on January 25, 2021.

“FTAC Insiders” means each of the directors and executive officers of FTAC.

“FTAC Merger” means the merger of FTAC Merger Sub with and into FTAC, with FTAC being the surviving corporation in the merger and becoming a subsidiary of the Company.

“FTAC Merger Sub” means Acrobat SPAC Merger Sub, Inc., a Delaware corporation.

“FTAC Organizational Documents” means the FTAC Charter and FTAC’s bylaws.

“FTAC Public Shares” means shares of FTAC Class A common stock initially included in the FTAC Units sold in the IPO (whether they were purchased in the IPO or thereafter in the open market).

“FTAC Public Stockholders” means the holders of FTAC Public Shares or FTAC Public Warrants that were sold in the IPO, including the Founders and the FTAC management team with respect to any shares of FTAC Class A common stock (but not FTAC Class B common stock) held by them.

“FTAC Public Warrants” means the redeemable warrants to purchase shares of FTAC Class A common stock initially included in the FTAC Units sold in the IPO.

“FTAC special meeting” means the special meeting of holders of FTAC common stock to be held virtually via live webcast at [●], on [●] to consider and vote on the FTAC Stockholder Proposals, or on such other date or at such other time or place to which the meeting may be adjourned.

“FTAC Stockholder Proposals” refers to collectively, (1) the Business Combination Proposal, (2) the FTAC Charter Amendment Proposals, (3) the NYSE Proposal, (4) the non-binding Governance Proposals, (5) the Omnibus Incentive Plan Proposal, (6) the Employee Stock Purchase Plan Proposal and (7) the Adjournment Proposal.

“FTAC Stockholder Redemption” means the redemption (effective upon the completion of the Business Combination) of an FTAC Public Stockholder’s shares of FTAC Class A common stock for the aggregate Redemption Price in connection with an FTAC Public Stockholder’s exercise of its Redemption Right.

“FTAC stockholders” means holders of shares of FTAC common stock.

“FTAC Surviving Corporation” means the surviving corporation of the FTAC Merger.

“FTAC Units” means the units sold in the IPO (including pursuant to the exercise of the underwriters’ overallotment option), each consisting of one FTAC Public Share and one-third of a FTAC Public Warrant.

 

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“FTAC Warrants” means the Public Warrants, the Private Placement Warrants and the Forward Purchase Warrants.

“GAAP” means U.S. generally accepted accounting principles.

“GIC Investors” means Jasmine Ventures Pte. Ltd., a private company limited by shares formed under the laws of Singapore, and its affiliated transferees.

“Governance Proposals” means the proposals to approve, a non-binding advisory basis, certain governance provisions in the Company Charter, presented separately in accordance with SEC guidance.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Investor Rights Agreement” means the Investor Rights Agreement to be entered into by Company, the Founders, Cannae LLC, THL and the Existing Investors upon the completion of the Business Combination. The form of the Investor Rights Agreement is attached to this proxy statement/prospectus/consent solicitation statement as Annex H.

“IPO” means the initial public offering of FTAC Units, which was completed on May 29, 2020.

“Maximum Redemptions” means the maximum number of shares of FTAC Class A common stock that may be redeemed in connection with the proposed Business Combination, while still satisfying the Minimum Cash Condition, assuming that the full $300.0 million in aggregate proceeds are received from the closing of the purchases under the Forward Purchase Agreements, the full $1,550.0 million in aggregate proceeds are received from the PIPE Investment and that there is no Permitted Equity Financing.

“Merger Subs” means the FTAC Merger Sub, the Tempo Merger Sub and the Blocker Merger Subs.

“Minimum Cash Condition” means the condition to the Closing, as set forth in the Business Combination Agreement, that the Available Cash Amount is not less than $2,600,000,000.

“Morrow Sodali” means Morrow Sodali LLC, FTAC’s proxy solicitor.

“Net Debt Adjustment Amount” means an amount (which may be a positive or negative number), equal to (i) the Company Net Debt Amount, minus (ii) $3,692,000,000.

“New Mountain Blocker” means New Mountain Partners IV Special (AIV-E), LP.

“New Mountain Investors” means New Mountain Partners IV (AIV-E) L.P. and certain other affiliated entities and investment vehicles of New Mountain Partners that hold equity in the Company or Alight Holdings upon the Closing.

“No Redemptions” means no holder of shares of Class A common stock elects to have such shares redeemed in connection with the Business Combination.

“Non-Founder FTAC Warrants” means all FTAC Warrants other than the Private Placement Warrants.

“NYSE” means The New York Stock Exchange.

 

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“NYSE Proposal” means the proposal to approve (i) all issuances of shares of Company common stock (and securities convertible into or exercisable for Company common stock) pursuant to or contemplated by the Business Combination Agreement, (ii) all issuances of shares of FTAC common stock (or securities convertible into or exercisable for FTAC common stock) pursuant to the Forward Purchase Agreements, (iii) the issuance of shares of FTAC Class C common stock to the Founders in exchange for their Private Placement Warrants, (iv) all issuances of shares of Company common stock in connection with the PIPE Investment and any Permitted Equity Financing and (v) all issuances of shares of Company common stock upon the conversion of any shares of any other class of Company common stock or the exchange of any alight Holdings Units, for purposes of complying with the applicable listing standards of the NYSE, including Section 312.03 of the Listed Company Manual.

“Omnibus Incentive Plan” means the Alight, Inc. 2021 Omnibus Incentive Plan, which will become effective on the Closing Date if approved by FTAC stockholders. A copy of the Omnibus Incentive Plan is attached to this proxy statement/prospectus/consent solicitation statement as Annex K.

“Omnibus Incentive Plan Proposal” means the proposal to approve the adoption of the Omnibus Incentive Plan.

“Original Registration Rights Agreement” means the Registration Rights Agreement, dated as of May 29, 2020, by and among FTAC, the Sponsors and the other parties thereto.

“Participating Management Holders” means holders of unvested Class A-1 units or vested or unvested Class B units in Tempo Management, LLC who receive Class A-1 common units or Class B common units of Tempo Holdings in the Tempo Management Distribution.

“Permitted Equity Financing” means purchases of FTAC Class A common stock at or prior to the Closing by equity financing sources that enter into subscription agreements with FTAC as permitted under the Business Combination Agreement with respect to a number of shares of FTAC Class A common stock not to exceed the number of shares that are redeemed in connection with the FTAC Stockholder Redemption.

“Permitted Equity Financing Proceeds” means the aggregate amount funded and paid to FTAC pursuant to subscription agreements entered into in connection with any Permitted Equity Financing.

“PF Investors” means Platinum Falcon B 2018 RSC Limited, a restricted scope company incorporated in the Abu Dhabi Global Market and its affiliated transferees.

“PIPE Investment” means the private placement pursuant to which PIPE Investors have committed to purchase shares of FTAC Class A common stock in the aggregate amount of $1,550,000 on the terms and subject to the conditions set forth in the Subscription Agreements, including the subscriptions by Cannae LLC and the FNF Subscribers.

“PIPE Investors” means the investors that have signed Subscription Agreements, including Cannae LLC.

“Private Placement Warrants” means warrants to purchase shares of FTAC Class A common stock sold to the Founders simultaneously with the closing of the IPO in a private placement at a price of $1.50 per warrant.

“proxy statement/prospectus/consent solicitation statement” means the proxy statement/prospectus/consent solicitation statement forming a part of this registration statement on Form S-4.

“Record Date” means [●], 2021.

“Redemption Founder Merger Consideration” means (1) a number of shares of Class B-3 common stock (capped at 5,175,000 shares) equal to the 25,875,000 shares of FTAC Class B common stock outstanding prior to

 

11

the Business Combination multiplied by the proportionate amount by which the Available Trust Proceeds are less than the trust proceeds (without giving effect to any Redemptions) and (2) a number of shares of Class A common stock equal to 23,287,500 less the number of shares of Class B-3 common stock issued.

“Redemption Offset Amount” means the amount (up to $85,000,000) by which the Available Trust Proceeds are less than $835,000,000.

“Redemption Price” means an amount equal to a pro rata portion (based on the number of shares of FTAC Class A common stock to be redeemed relative to the total number of shares of Class A common stock offered in the IPO) of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination in accordance with the FTAC Charter.

“Redemption Right” means the right of each FTAC Public Stockholder to redeem all or a portion of such holder’s shares of FTAC Class A common stock, at the Redemption Price in connection with the FTAC special meeting in accordance with the FTAC Charter and as provided in the accompanying proxy statement/prospectus/consent solicitation statement.

“Required Stockholder Proposals” means the Business Combination Proposal, the FTAC Charter Amendment Proposals and the NYSE Proposal.

“Restricted Founder Shares” means any shares of Class B-3 common stock issued in connection with the Business Combination, which will automatically vest and convert into shares of Company Class A common stock in accordance with the Company Charter.

“Rule 144” means Rule 144 under the Securities Act.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Sponsor Agreement” means the amended and restated letter agreement, dated as of January 25, 2021, entered into by and among the Company, FTAC, the Founders, THL, Cannae and certain other parties thereto, as amended, restated, modified or supplemented from time to time.

“Sponsor Investors” means the Founders, Cannae and THL and their affiliated transferees.

“Sponsor Parties” means the Founders, the FTAC Insiders, Cannae and THL.

“Sponsor Party Lock-Up Period” means the period commencing on the date of the Closing and ending on the date that is 270 days following the date of the Closing, or on the 150th day following the Closing Date if the VWAP of the Company Class A common stock equals or exceeds $12.00 per share for 20 trading days out of a period of 30 consecutive trading days.

“Subscription Agreements” means the subscription agreements entered into between the Company and each PIPE Investor in connection with the PIPE Investment, in each case, dated as of January 25, 2021 and in the form of the Subscription Agreement attached hereto as Annex G.

“Tax Receivable Agreement” means the Tax Receivable Agreement to be entered into at the Closing among the Company and certain existing direct or indirect equityholders of Tempo Holdings in the form attached to this proxy statement/prospectus/consent solicitation statement as Annex J.

 

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“Tempo Blocker Owners” means, collectively, the equityholders of each of the Tempo Blockers, which are: (i) Jasmine Ventures Pte. Ltd., a private company limited by shares formed under the laws of Singapore, (ii) Platinum Falcon B 2018 RSC Limited, a restricted scope company incorporated in the Abu Dhabi Global Market, (iii) Randolph Street Investment Partners, L.P.—2016 DIF, a Delaware limited partnership, (iv) Blackstone Management Associates VII L.L.C., a Delaware limited liability company (on behalf of the limited partners of Blackstone Capital Partners VII, L.P. that elected to become a limited partner of Blackstone Tempo Feeder Fund VII, L.P.), with Blackstone Management Associates VII NQ L.L.C., as its general partner and (v) New Mountain Investments IV, L.L.C., a Delaware limited liability company (as its general partner and on behalf of the limited partners of New Mountain Partners IV, L.P. that elected to become a limited partner of New Mountain Partners IV, L.P.).

“Tempo Blockers” means Tempo Blocker 1, Tempo Blocker 2, Tempo Blocker 4, the Blackstone Blocker and the New Mountain Blocker.

“Tempo Blocker 1” means Tempo Blocker I, LLC, a Delaware limited liability company.

“Tempo Blocker 2” means Tempo Blocker II, LLC, a Delaware limited liability company.

“Tempo Blocker 4” means upon its formation and joinder to the Business Combination Agreement, an affiliate and new parent company of New Mountain Partners IV Special (AIV-E), LP.

“Tempo Blocker 5” means the New Mountain Blocker.

“Tempo Earnout Consideration” means (1) 7,500,000 shares of Class B-1 common stock and Class B-1 Units, collectively, and (2) 7,500,000 shares of Class B-2 common stock and Class B-2 Units, collectively, to be allocated as set forth on the Allocation Schedule.

“Tempo effective time” means the effective time of the Tempo Merger.

“Tempo Holdings” means Tempo Holding Company, LLC, a Delaware limited liability company.

“Tempo Investor Contribution” means, following the Blocker Mergers, the contribution by the Tempo Investor all of the Alight Holdings Units held by the Tempo Investor as a result of the Tempo Merger in exchange for the issuance to the Tempo Investor of the investor’s applicable portion of the Closing Seller Equity Consideration and the Tempo Earnout Consideration in accordance with the Business Combination Agreement.

“Tempo Investor” means Blackstone Management Associates VII NQ LLC.

“Tempo Merger” means, immediately following the FTAC Merger, the merger of Tempo Merger Sub with and into Tempo Holdings, with Tempo Holdings being the surviving entity in the merger and being known as “Alight Holdings”.

“Tempo Merger Sub” means Acrobat Merger Sub, LLC, a Delaware limited liability company.

“Tempo Sellers” means, collectively, the Continuing Tempo Unitholders, the Participating Management Unitholders, the Tempo Blocker Owners, the Continuing Member Contributors and the Tempo Investor.

“Tempo Units” means the Class A common units, Class A-1 common units and Class B common units of Tempo Holdings prior to the Business Combination.

“THL” means THL FTAC LLC.

 

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“Trading Day” means a day on which the New York Stock Exchange, or such other principal United States securities exchange on which the Class A Common Stock is listed, quoted or admitted to trading, is open for the transaction of business (unless such trading shall have been suspended for the entire day).

“Transaction Agreements” means certain other agreements to be entered into in connection with the Business Combination Agreement as further described in this proxy statement/prospectus/consent solicitation statement, including the Investor Rights Agreement, the Tax Receivable Agreement, the Registration Rights Agreement and the Alight Holdings Operating Agreement.

“Transfer Agent” means Continental Stock Transfer & Trust Company.

“Trasimene Capital” means Trasimene Capital FT, LP.

“Treasury Regulations” means the regulations, including proposed and temporary regulations, promulgated under the Code.

“Trust Account” means the trust account of FTAC, which holds the net proceeds from the IPO and certain of the proceeds from the sale of the Private Placement Warrants, together with interest earned thereon, less amounts released to pay taxes.

“VWAP” means the dollar volume-weighted average price for the applicable security on the principal securities exchange or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Refinitiv Workspace (or an equivalent successor if such page is not available) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Refinitiv Workspace (or an equivalent successor if such page is not available), or, if no dollar volume-weighted average price is reported for such security by Refinitiv Workspace (or an equivalent successor if such page is not available) for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets Group Inc. If the VWAP cannot be calculated for such security on such date(s) on any of the foregoing bases, the VWAP of such security on such date(s) shall be the fair market value per share on such date(s) as reasonably determined by the Company Board.

Share Calculations and Ownership Percentages

Unless otherwise specified, the share calculations and ownership percentages set forth in this proxy statement/prospectus/consent solicitation statement with respect to the ownership of the Company immediately following the consummation of the Business Combination are for illustrative purposes only and assume the following:

 

1.

The PIPE Investors acquire 155,000,000 shares of Company Class A common stock in connection with the Closing, for an aggregate purchase price of $1.55 billion, reflecting the full anticipated amount of the PIPE Investment.

 

2.

Cannae LLC and THL acquire an aggregate of 30,000,000 shares of FTAC Class A common stock and 10,000,000 Forward Purchase Warrants immediately prior to the Closing for an aggregate purchase price of $300 million, reflecting the full amount of the anticipated subscriptions under the Forward Purchase Agreements. The forward purchase securities are then converted into an equal number of shares of Company Class A common stock and Company Warrants as a result of the FTAC Merger.

 

3.

No FTAC stockholders exercise their redemption rights in connection with the Business Combination, and as a result there is no Permitted Equity Financing.

 

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4.

The balance of the Trust Account as of the Closing is (and, as a result of the foregoing assumptions, the Available Trust Proceeds are) $1,035,849,267 (the Trust Account balance as of December 31, 2021). As a result, the Available Cash Amount is equal to approximately $2,885,849,267 and the Redemption Offset Amount is $0.

 

5.

The Company Net Debt Amount (i.e., the net indebtedness of Tempo Holdings as of immediately prior to the Closing) is equal to $3.692 billion. As a result, there is no adjustment to the Closing Cash Consideration for Tempo Holdings’ net debt at Closing.

 

6.

The Tempo Investor, the Continuing Member Contributors and all of the Participating Management Unitholders deliver contribution and exchange agreements contributing their applicable Alight Holdings Units to the Company in exchange for the issuance of consideration in the form of Company common stock.

 

7.

None of the Company Warrants have been exercised and no shares of Company Class A common stock reserved for issuance under the Omnibus Incentive Plan have been issued, other than shares of Company Class A common stock issued as part of the Closing Seller Equity Consideration in respect of unvested class B units or class A-1 units of Tempo Holdings that remain unvested as of the Closing and are subject to the terms of the Omnibus Incentive Plan.

 

8.

No Class A Units or Class C Units of Alight Holdings or shares of Company Class B common stock or Company Class Z common stock have been converted into Company Class A common stock in accordance with the terms of such securities.

As a result of the assumptions set forth above:

 

•

The Closing Cash Consideration will be equal to $1 billion;

 

•

The Closing Seller Equity Consideration will be comprised of an aggregate of 226,663,750 shares of Company Class A common stock and Class A Units (with each holder of a Class A Unit getting an equal number of voting shares of Company Class V common stock); and

 

•

The Founders and FTAC Insiders that hold shares of FTAC Class B common stock will receive the Default Founder Merger Consideration, comprised of an aggregate of 23,287,500 shares of Company Class A common stock, and no shares of Company Class B-3 common stock will be issued.

 

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MARKET AND INDUSTRY DATA

This proxy statement/prospectus/consent solicitation statement includes market and industry data and forecasts that Alight has derived from independent consultant reports, publicly available information, various industry publications, other published industry sources and Alight’s internal data and estimates. Independent consultant reports, industry publications and other published industry sources generally indicate that the information contained therein was obtained from sources believed to be reliable.

Although Alight believes that these third-party sources are reliable, neither the Company nor Alight guarantee the accuracy or completeness of this information, and neither the Company nor Alight has independently verified this information. Some market data and statistical information are also based on Alight’s good faith estimates, which are derived from Alight management’s knowledge of its industry and such independent sources referred to above. Certain market, ranking and industry data included elsewhere in this proxy statement/prospectus/consent solicitation statement, including the size of certain markets and Alight’s size or position and the positions of Alight’s competitors within these markets, including Alight’s services relative to its competitors, are based on estimates of Alight management. These estimates have been derived from Alight management’s knowledge and experience in the markets in which it operates, as well as information obtained from surveys, reports by market research firms, Alight’s customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which Alight operates and have not been verified by independent sources. Unless otherwise noted, all of Alight’s market share and market position information presented in this proxy statement/prospectus/consent solicitation statement is an approximation. Alight’s market share and market position in each of its lines of business, unless otherwise noted, is based on Alight’s sales relative to the estimated sales in the markets it served. References herein to Alight being a leader in a market or product category refer to Alight’s belief that it has a leading market share position in each specified market, unless the context otherwise requires. As there are no publicly available sources supporting this belief, it is based solely on Alight’s internal analysis of its sales as compared to Alight’s estimates of sales of its competitors. In addition, the discussion herein regarding Alight’s various end markets is based on how Alight defines the end markets for its products, which products may be either part of larger overall end markets or end markets that include other types of products and services.

Alight’s internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which Alight operates and Alight management’s understanding of industry conditions. Although Alight believes that such information is reliable, Alight has not had this information verified by any independent sources. The estimates and market and industry information provided in this proxy statement/prospectus/consent solicitation statement are subject to change based on various factors, including those described in the section entitled “Risk Factors — Risks Related to Alight’s Business and Industry and the Company Following the Business Combination” and elsewhere in this proxy statement/prospectus/consent solicitation statement.

TRADEMARKS AND SERVICE MARKS

Alight owns or has rights to trademarks, service marks or trade names that it uses in connection with the operation of its business. In addition, Alight’s names, logos and domain names are its service marks or trademarks. Alight does not intend its use or display of other companies’ trademarks, service marks or trade names to imply a relationship with, or endorsement or sponsorship of Alight by, any other companies.

Solely for convenience, the trademarks, service marks and trade names referred to in this proxy statement/prospectus/consent solicitation statement are used without the ^® and ^™ symbols, but such references are not intended to indicate, in any way, that Alight will not assert, to the fullest extent under applicable law, its rights or the rights of the applicable licensors to these trademarks, service marks, and trade names. All trademarks, service marks and trade names appearing in this proxy statement/prospectus/consent solicitation statement are the property of their respective owners.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus/consent solicitation statement contains forward-looking statements. These forward-looking statements include, but are not limited to, statements that relate to expectations regarding future financial performance, business strategies or expectations for our business, and the timing and ability of FTAC and Tempo Holdings to complete the Business Combination. Specifically, forward-looking statements may include statements relating to:

 

•

our ability to consummate the Business Combination;

 

•

the benefits of the Business Combination;

 

•

the future financial and operational performance of, and anticipated financial impact on, the Company following the Business Combination; and

 

•

expansion plans and opportunities.

Forward-looking statements can often be identified by the use of words such as “anticipate,” “appear,” “approximate,” “believe,” “continue,” “could,” “estimate,” “expect,” “foresee,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “would” or similar expressions or the negative thereof.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus/consent solicitation statement and FTAC and Alight managements’ current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of FTAC, Alight and their respective directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing FTAC’s, the Company’s or Alight’s views as of any subsequent date. Neither FTAC nor the Company undertakes any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

FTAC stockholders should not place undue reliance on these forward-looking statements in deciding how to vote (or instruct the voting of) their shares in connection with the Business Combination. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

 

•

the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Business Combination Agreement;

 

•

the outcome of any known or unknown litigation or regulatory proceedings, including legal proceedings that may be instituted against Alight or FTAC following announcement of the proposed Business Combination and transactions contemplated thereby;

 

•

the inability to complete the Business Combination, including due to the failure to obtain approval from FTAC stockholders of the Required Stockholder Proposals, FTAC Stockholder Redemptions resulting in the failure of FTAC to have sufficient cash in the Trust Account, or the failure to meet any other conditions to closing in the Business Combination Agreement;

 

•

the amount of redemptions made by FTAC Public Stockholders;

 

•

the inability to maintain the listing of the FTAC Class A common stock on the NYSE or the failure to receive approval to list the Company Class A common stock on the NYSE following the Business Combination;

 

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•

the risk that the proposed Business Combination disrupts the plans and operations of FTAC, Alight or the Company as a result of the announcement and consummation of the transactions described herein;

 

•

the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, and the ability of the Company to grow and manage growth profitably and retain its key employees;

 

•

changes in applicable laws or regulations;

 

•

costs related to the Business Combination;

 

•

the inability of the Company to develop and maintain effective internal controls;

 

•

the COVID-19 pandemic and future outbreak of any other highly infectious or contagious disease, including the global economic uncertainty and measures taken in response;

 

•

the possibility that the Company may be adversely affected by other economic, business or competitive factors;

 

•

risks associated with the Company’s international operations;

 

•

risks associated with competition with the Company’s competitors;

 

•

risks associated with changes in regulations that could have an adverse effect on the Company’s business;

 

•

the inability to adequately protect key intellectual property rights or proprietary technology;

 

•

the diversion of management’s attention and consumption of resources as a result of the proposed Business Combination or any potential acquisitions of other companies;

 

•

risks associated with past and prospective acquisitions, including the failure to successfully integrate operations, personnel, systems, technologies and products of the acquired companies, adverse tax consequences of acquisitions, greater than expected liabilities of the acquired companies and charges to earnings from acquisitions;

 

•

failure to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows;

 

•

cyber attacks and security vulnerabilities and other significant disruptions in the Company’s information technology systems and networks that could expose the Company to legal liability, impair its reputation or negative effect on the Company’s results of operations;

 

•

the potential for conflicts of interest arising out of any members of the Company Board allocating their time to other businesses and not exclusively to the Company, and that the Company Charter will contain a corporate opportunities waiver so directors will not be required to present potential business opportunities to the Company;

 

•

the possibility of a decline in economic activity that could impact the Company’s results of operations;

 

•

failure to compete successfully with the Company’s competitors;

 

•

risks associated with the Company’s failure to apply and develop new technologies as quick as the Company’s competitors;

 

•

the possibility of a decline in continued interest in outsourced services; and

 

•

other risks and uncertainties indicated in this proxy statement prospectus, including those set forth under the section entitled “Risk Factors.”

 

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions about the FTAC special meeting and the proposals to be presented, including with respect to the proposed Business Combination, as well as regarding the consent solicitation being undertaken by Tempo Holdings and the Tempo Blockers. The following questions and answers do not include all of the information that is important to FTAC stockholders or Tempo Sellers. FTAC stockholders and Tempo Sellers are urged to read carefully this entire proxy statement/prospectus/consent solicitation statement, including the financial statements and Annexes attached hereto and the other documents referred to herein.

Questions and Answers about the FTAC Special Meeting and the Business Combination

 

Q. Why am I receiving this proxy statement/prospectus/ consent solicitation statement?		A. FTAC has entered into the Business Combination Agreement with the Company, Tempo Holdings and the other parties thereto, pursuant to which FTAC and Tempo Holdings (the parent company of the Alight business) have agreed to combine through a series of transactions that will result in the Company becoming a publicly traded company on the NYSE and holding a controlling interest in (and becoming the managing member of) Alight Holdings.   Pursuant to the Business Combination Agreement, among other things, (i) FTAC Merger Sub will merge with and into FTAC, with FTAC being the surviving company in the merger and becoming a subsidiary of the Company and (ii) the Company will, through a series of mergers and related transactions, acquire each of the Tempo Blockers as well as a controlling interest in (and become the managing member of) Alight Holdings, which will continue to hold the Alight business following the combination. FTAC stockholders are being asked to consider and vote upon a proposal to adopt the Business Combination Agreement and approve the transactions contemplated thereby, among other proposals related to the proposed Business Combination.   This proxy statement/prospectus/consent solicitation statement and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the FTAC special meeting. You should read this proxy statement/prospectus/consent solicitation statement and its annexes carefully and in their entirety. For more information about the Business Combination, see the section entitled “Proposal No. 1—The Business Combination Proposal.”
Q. When and where is the FTAC special meeting?		A. The FTAC special meeting will be held on [●], 2021, at [●], Eastern Time. The FTAC special meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast on the Internet through the meeting website at [●].
Q. Can I attend the FTAC special meeting in person?		A. No. FTAC stockholders will not be able to attend the FTAC special meeting in person. FTAC will be hosting the FTAC special meeting remotely via live webcast on the Internet and FTAC stockholders will only be able to attend the FTAC special meeting remotely.   FTAC stockholders may vote their shares electronically during the FTAC special meeting by visiting the virtual meeting website at [●] and entering the control number included on their proxy card. See the question below titled “How do I vote?” for additional information on how to vote your shares at the FTAC special meeting.

 

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Q. What do I need in order to attend the FTAC special meeting online?		A. FTAC stockholders of record can attend the FTAC special meeting by visiting the virtual meeting website at [●] and entering the control number included on their proxy card.   If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided by your bank, broker or nominee and obtain a control number in order to attend the FTAC special meeting.
Q. What is being voted on at the FTAC special meeting?		A. At the FTAC special meeting, FTAC stockholders will be asked to consider and vote upon the following proposals, each of which is described in this proxy statement/prospectus/consent solicitation statement:   Proposal No. 1—The Business Combination Proposal: A proposal to adopt the Business Combination Agreement and approve the business combination and other transactions contemplated by the Business Combination Agreement and the other agreements contemplated thereby. See the section entitled “Proposal No. 1—The Business Combination Proposal” and the Business Combination Agreement, a copy of which is attached hereto as Annex A.
		Proposal No. 2—The FTAC Charter Amendment Proposals: A proposal to approve and adopt the third amended and restated certificate of incorporation of FTAC as well as separate proposals to (a) approve the increase in the number of authorized shares of FTAC common stock and (b) approve the creation of a new class of FTAC Class C common stock in connection therewith. See the section entitled “Proposal No. 2—The FTAC Charter Amendment Proposals” and the form of the third amended and restated certificate of incorporation, which is attached hereto as Annex B.
		Proposal No. 3—The NYSE Proposal: A proposal to approve, for purposes of complying with the applicable listing standards of the NYSE, (a) all issuances of shares of Company common stock (and any securities convertible into or exercisable for Company common stock) pursuant to (or contemplated by) the Business Combination Agreement, the Subscription Agreements and any subscription agreements entered into in connection with any Permitted Equity Financing, (b) the issuance of shares of FTAC common stock (and any securities convertible into or exercisable for FTAC common stock) pursuant to the Forward Purchase Agreements, (c) the issuance of shares of FTAC Class C common stock in connection with the Founder FTAC Warrant Recapitalization and (d) all issuance of shares of Company common stock upon the conversion of any shares of Company common stock or the exchange of any Alight Holdings Units that are issued in connection with the Business Combination. See the section entitled “Proposal No. 3—The NYSE Proposal”.
		Proposal No. 4—The Governance Proposals: Proposals to approve, on a non-binding, advisory basis, each provision of the Company Charter that will be in effect upon completion of the Business Combination that reasonably requires a separate vote under SEC or NYSE rules. See the section entitled “Proposal No. 4—The Governance Proposals”.
		Proposal No. 5—The Omnibus Incentive Plan Proposal: A proposal to approve and adopt the Omnibus Incentive Plan. See the section entitled “Proposal No. 5—The Omnibus Incentive Plan Proposal” and the Omnibus Incentive Plan, which is attached hereto as Annex K;

 

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		Proposal No. 6—The Employee Stock Purchase Plan Proposal: A proposal to approve and adopt the Employee Stock Purchase Plan. See the section entitled “Proposal No. 6—The Employee Stock Purchase Plan Proposal” and the Employee Stock Purchase Plan, which is attached hereto as Annex L; and   Proposal No. 7—The Adjournment Proposal: A proposal to adjourn the FTAC special meeting to a later date or dates, if necessary or appropriate, to (a) permit further solicitation and vote of proxies in the event that there are insufficient votes to approve any of the FTAC Stockholder Proposals, or if otherwise necessary or appropriate in connection with the Business Combination or (b) ensure that that any supplement or amendment to this proxy statement/prospectus/consent solicitation statement is timely disseminated to FTAC stockholders prior to the FTAC special meeting. See the section entitled “Proposal No. 7—The Adjournment Proposal.”
Q. Are the proposals conditioned on one another?		A. Unless the Business Combination Proposal is approved, the FTAC Charter Amendment Proposals, the NYSE Proposal, the Governance Proposals, the Omnibus Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal will not be presented to FTAC stockholders at the FTAC special meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus/consent solicitation statement. However, the Adjournment Proposal will only be presented to FTAC stockholders if necessary or appropriate in connection with the Business Combination.   It is important for you to note that in the event that the Business Combination Proposal is not approved, then FTAC will not consummate the Business Combination. In addition, FTAC will not consummate the Business Combination if any of the FTAC Charter Amendment Proposals or the NYSE Proposal is not approved. If FTAC does not consummate the Business Combination and fails to complete an initial business combination by May 29, 2022 (or such later date as FTAC stockholders may approve in accordance with the FTAC Charter), FTAC will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the FTAC Public Stockholders.
		Your vote is important. FTAC stockholders are encouraged to submit their completed proxy card as soon as possible after carefully reviewing this proxy statement/prospectus/consent solicitation statement.
Q. Why is FTAC proposing the Business Combination?		A. FTAC was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. FTAC received $1,035,000,000 in net proceeds from the sale of FTAC Units in the IPO (including the full exercise by the underwriters of their over-allotment option) and the sale of the Private Placement Warrants. The proceeds were placed in the Trust Account to serve as a source of funds for FTAC’s initial business combination.   Since FTAC’s IPO, the FTAC Board and FTAC management has sought to identify suitable candidates in order to effect an initial business combination. In its review, the FTAC Board considered a wide variety of factors weighing positively and negatively in connection with the Business Combination, which are described in more detail in the section entitled “Proposal No. 1—The

 

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		Business Combination Proposal—The FTAC Board’s Reasons for Approving the Business Combination.” After careful consideration, the FTAC Board determined that the Business Combination with Alight, a leading cloud-based provider of mission-critical integrated digital human capital and business solutions, presents a highly attractive business combination opportunity and is advisable and in the best interests of FTAC and its stockholders.   There can be no assurance that the Business Combination can be achieved, or that the anticipated benefits of the Business Combination will be realized. Consummation of the Business Combination is conditioned on the approval of the Business Combination Proposal, each of the FTAC Charter Amendment Proposals and the NYSE Proposal. If any of these proposals is not approved, FTAC will not consummate the Business Combination. For additional risks associated with the Business Combination and the Alight business, see the section entitled “Risk Factors”.
Q. What will happen in the Business Combination?		A. At the closing of the Business Combination, among other things:   (i) Founder FTAC Warrant Recapitalization: The Private Placement Warrants held by the Founders will be exchanged for newly created shares of FTAC Class C common stock, which (after being converted into shares of class C common stock of the FTAC Surviving Corporation) the Founders will contribute to Alight Holdings in exchange for Class C Units.   (ii)  FTAC Merger: FTAC Merger Sub will merge with and into FTAC, with FTAC being the surviving company in the merger and becoming a subsidiary of the Company, and as a result of which the Company will become the new public company holders of FTAC common stock and FTAC warrants will have their securities exchanged for Company common stock and Company warrants as described in the next question.   (iii)  Tempo Merger and Blocker Mergers: The parties will complete a series of mergers, including the Tempo Merger and the Blocker Mergers, as a result of which, the Tempo Blockers will become subsidiaries of the Company and the Company will acquire a controlling interest in (and become the managing member of) Alight Holdings.   (iv) Investor and Management Contributions: Members of management of Alight and certain entities affiliated with Blackstone and New Mountain will contribute the Alight Holdings Units that they received in the Tempo Merger to the Company in exchange for shares of Company common stock.
What consideration will I receive in the Business Combination?		In connection with the FTAC Merger, (a) each outstanding share of FTAC Class A common stock will be converted into the right to receive one share of Company Class A common stock, (b) the 25,875,000 outstanding shares of FTAC Class B common stock will be converted into 23,287,500 shares of Company Class A common stock (reflecting the agreement of the Founders and the FTAC Independent Directors to forfeit 10% of the shares of FTAC Class B common stock), except that, if the Available Trust Proceeds are less than $892,200,000, up to an additional 20% of the outstanding shares of FTAC

 

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		Class B common stock (determined proportionately based on the amount by which the Available Trust Proceeds is less than the proceeds in the Trust Account before giving effect to any FTAC Stockholder Redemptions) will be converted into shares of Company Class B-3 common stock rather than Company Class A common stock and (c) each outstanding FTAC Public Warrant and Forward Purchase Warrant will be exchanged for and become a Company Warrant that entitles the holder thereof to purchase one share of Company Common Class A common stock rather than one share of FTAC Class A common stock on the same terms.
Q. What equity stake will current stockholders of FTAC, the PIPE Investors and the Tempo Sellers hold in the Company after the consummation of the Business Combination?		A. Upon consummation of the Business Combination, the Company will become the new public company. See the section entitled “Beneficial Ownership of Securities.”   It is anticipated that, upon consummation of the Business Combination and assuming no redemptions by FTAC stockholders: (i) FTAC Public Stockholders will own shares of Company Class A common stock representing approximately 19.2% of the voting power in the Company and a 19.2% economic interest in the combined company; (ii) the PIPE Investors (other than Cannae) will own shares of Company Class A common stock representing approximately 24.2% of the voting power in the Company and a 24.2% economic interest in the combined company; (iii) the Founders and FTAC Independent Directors will own shares of Company Class A common stock representing approximately 4.3% of the voting power in the Company and a 4.3% economic interest in the combined company; (iv) Cannae will own shares of Company Class A common stock representing approximately 7.4% of the voting power in the Company and THL will own shares of Company Class A common stock representing approximately 2.8% of the voting power in the Company and Cannae and THL will have a 7.4% and 2.8% economic interest, respectively, in the combined company and (v) the Tempo Sellers (including the Blackstone Investors, the GIC Investors, the New Mountain Investors and the PF Investors) will own a combination of shares of Company Class A common stock and Class A Units of Alight Holdings (with each such holder having an equal number of shares of Company Class V common stock providing voting rights in the Company) representing, collectively, approximately 42.1% of the voting power in the Company and a 42.1% economic interest in the combined company. These estimates do not include any shares of Company Class A common stock issuable upon exercise of Company Warrants, shares that are reserved for issuance under the Omnibus Incentive Plan or shares of Company Class A common stock that may be issuable upon the vesting and conversion of any shares of Company Class B common stock.
Q. What are the U.S. Federal income tax consequences of the Business Combination to U.S. holders of FTAC Class A common stock and/or Non-Founder FTAC Warrants?		A. As described more fully under the section entitled “Proposal No. 1—The Business Combination Proposal—Material U.S. Federal Income Tax Considerations”, the FTAC Merger, taken together with the related transactions in the Business Combination, will qualify as a transaction described in Section 351 of the Code, and assuming it so qualifies then the U.S. federal income tax treatment of U.S. holders (as that term is defined in that section) of FTAC Class A common stock and/or Non-Founder FTAC Warrants is as follows: (1) a U.S. holder that owns only FTAC Class A common stock but not Non-Founder FTAC Warrants and that exchanges such FTAC Class A common stock for Company Class A common stock in the FTAC Merger will not

 

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		recognize gain or loss, (2) a U.S. holder that owns only Non-Founder FTAC Warrants but not FTAC Class A common stock and whose Non-Founder FTAC Warrants convert into Company Warrants will recognize gain or loss equal to the difference between the fair market value of the Company Warrants received and such U.S. holder’s adjusted tax basis in the Non-Founder FTAC Warrants, and (3) a U.S. holder that owns both FTAC Class A common stock and Non-Founder FTAC Warrants and that exchanges FTAC Class A common stock for Company Class A common stock and whose Non-Founder FTAC Warrants convert into Company Warrants in the FTAC Merger will recognize gain (if any) in an amount equal to the lesser of (i) the excess (if any) of the fair market value of the Company Class A common stock and Company Warrants received over such U.S. holder’s tax basis in its FTAC Class A common stock and Non-Founder FTAC Warrants or (ii) the fair market value of the Company Warrants received. Any loss realized by a U.S. holder would not be recognized.   If the FTAC Merger, taken together with the related transactions in the Business Combination, does not qualify as a transaction described in Section 351 of the Code, then the FTAC Merger would be treated as a taxable transaction for U.S. federal income tax purposes in which a U.S. holder would recognize gain or loss in an amount equal to the difference between (i) the fair market value of the Company Class A common stock and Company Warrants (if any) received and (ii) such U.S. holder’s adjusted tax basis in its FTAC Class A common stock and Non-Founder FTAC Warrants (if any).   The summary above is qualified in its entirety by the more detailed discussion provided in the section entitled “Proposal No. 1—The Business Combination Proposal—Material U.S. Federal Income Tax Considerations.” We did not obtain a ruling from the IRS regarding the U.S. federal income tax consequences of the Business Combination, including the FTAC Merger, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation. You are urged to consult your own tax advisor regarding the tax consequences of the Business Combination to you
Q. What are the U.S. federal income tax consequences of exercising my redemption rights?		A. The receipt of cash by a U.S. holder of FTAC Class A common stock upon the redemption of such shares in connection with the Business Combination will be a taxable transaction for U.S. federal income tax purposes. Please see the section entitled “Proposal No. 1—The Business Combination Proposal—Material U.S. Federal Income Tax Considerations—Redemption of FTAC Class A common stock Pursuant to the FTAC Stockholder Redemption” for additional information. You are urged to consult your tax advisors regarding the tax consequences of exercising your redemption rights.
Q. What conditions must be satisfied to complete the Business Combination?		A. The consummation of the Business Combination is subject to customary conditions for transactions involving special purpose acquisition companies, including, among others:
		•  approval by FTAC stockholders of the Business Combination Proposal, each of the FTAC Charter Amendment Proposals and the NYSE Proposal;

 

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		•  receipt of requisite regulatory approvals, including the expiration or termination of the waiting period under the HSR Act and receipt of required approvals from FINRA and the competition authorities in Russia;   •  no order, statute, rule or regulation enjoining or prohibiting the consummation of the transactions contemplated by the Business Combination Agreement being in effect;
		•  the Company Class A common stock to be issued in connection with the Business Combination having been approved for listing on the NYSE, subject only to official notice of issuance thereof;   •  the effectiveness of the registration statement on Form S-4, of which this proxy statement/prospectus/consent solicitation statement forms a part, and the absence of any stop order;   •  the Available Cash Amount being least $2,600,000,000;
		•  FTAC having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to any payments required in connection with FTAC Stockholder Redemptions; and
		•  FTAC having received the requisite consents of the Tempo Sellers (as equityholders of Tempo Holdings or the Tempo Blockers, as applicable) adopting the Business Combination Agreement and approving the transactions contemplated thereby.
		For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “Proposal No. 1—The Business Combination Proposal—The Business Combination Agreement.”
Q. How many votes do I have at the FTAC special meeting?		A. FTAC stockholders are entitled to one vote at the FTAC special meeting for each share of FTAC class A common stock and each share of FTAC class B common stock held of record as of [●], 2021, the record date for the FTAC special meeting. As of the close of business on the Record Date, there were [●] shares of FTAC Class A common stock outstanding and [●] shares of FTAC Class B common stock outstanding. The holders of FTAC Warrants have no voting rights with respect to such securities.
Q. Why is FTAC proposing the Governance Proposals?		A. FTAC is requesting that FTAC stockholders vote, on a non-binding advisory basis, on proposals to approve certain governance provisions contained in the Company Charter that may reasonably be considered to materially affect the rights of stockholders and therefore require a separate vote under SEC or NYSE rules. This vote is not otherwise required by Delaware law, but, consistent with SEC and NYSE guidance, FTAC is submitting these provisions to FTAC stockholders separately for approval. The stockholder vote on the Governance Proposals is an advisory vote only and is not binding on FTAC or the Company or their respective boards of directors. Furthermore, the consummation of the Business Combination is not conditioned on the approval of the Governance Proposals. For more information, see the section entitled “Proposal No. 4—The Governance Proposals.”

 

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Q. What vote is required to approve the proposals presented at the FTAC special meeting?		A. Approval of the Business Combination Proposal and each of the FTAC Charter Amendment Proposals will require the affirmative vote of a majority of the shares of FTAC Class A common stock and FTAC Class B common stock outstanding as of the Record Date, voting together as a single class. Accordingly, if a quorum is present at the FTAC special meeting, abstentions or an FTAC stockholder’s failure to vote by proxy or to vote at the FTAC special meeting will have the same effect as a vote “AGAINST” these proposals.   Approval of FTAC Charter Amendment Proposal No. 2A (approving the amendment and restatement of the FTAC Charter) will also require the affirmative vote of a majority of the shares of FTAC Class B common stock outstanding as of the Record Date, voting separately as a single class. The Founders and the FTAC Independent Directors, who hold all of the outstanding shares of FTAC Class B common stock, have agreed to vote all such shares in favor of each of the FTAC Charter Amendment Proposals.   Approval of the NYSE Proposal will require the affirmative vote of a majority of the votes cast on the proposal by holders of shares of FTAC Class A common stock and FTAC Class B common stock represented at the FTAC special meeting by attendance via the virtual meeting website or by proxy and entitled to vote on the proposal, voting together as a single class. Accordingly, if a quorum is present, abstentions will have the same effect as a vote “AGAINST” the NYSE Proposal, while an FTAC stockholder’s failure to vote by proxy or to vote at the FTAC special meeting will have no effect on the NYSE Proposal.   Approval of each of the Governance Proposals (each of which is a non-binding, advisory vote), the Omnibus Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of FTAC Class A common stock and FTAC Class B common stock represented at the FTAC special meeting by attendance via the virtual meeting website or by proxy and entitled to vote on the proposal, voting together as a single class. Accordingly, if a quorum is present, abstentions will have the same effect as a vote “AGAINST” such proposals, while an FTAC stockholder’s failure to vote by proxy and to attend the FTAC special meeting (such that the FTAC stockholder is not present or represented at the FTAC special meeting) will have no effect on the outcome of such proposals.   Each of the FTAC Stockholder Proposals is considered to be a “non-routine” matter under applicable NYSE and Nasdaq rules. As a result, banks, brokers and nominees will not have authority to vote shares that are held on behalf of beneficial owners in street name without instruction from the beneficial owner. A broker non-vote occurs when a bank, broker or nominee has discretionary authority to vote on one or more “routine” proposals at a meeting, but does not receive instruction to vote on a “non-routine” proposal at the same meeting. Because all of the proposals to be considered are “non-routine,” FTAC believes that there cannot be any broker non-votes at the FTAC special meeting.
Q. What constitutes a quorum at the FTAC special meeting?		A. The presence at the FTAC special meeting by attendance via the virtual meeting website or representation by proxy of the holders of a majority of the shares of FTAC common stock outstanding as of the Record Date will constitute a quorum for purposes of the FTAC special meeting. As of the Record Date, [●] shares of FTAC common stock are required to achieve a quorum. The Founders

 

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		and each of the FTAC Insiders, who collectively hold, in the aggregate, approximately 20% of the outstanding shares of FTAC common stock have agreed to cause all of their shares to be present at the FTAC special meeting for purposes of establishing a quorum.   Under the terms of the Business Combination Agreement, FTAC is entitled to postpone or adjourn the FTAC special meeting (without requiring Tempo Holdings’ prior written consent) for a period of no longer than 20 days in the event there are not enough shares present at the FTAC special meeting to constitute a quorum.
Q. How do the Founders and FTAC’s directors and officers intend to vote on the proposals?		A. The Founders and each of the FTAC Insiders, who collectively hold 100% of the issued and outstanding shares of FTAC Class B common stock and are entitled to vote, in the aggregate, approximately 20% of all outstanding shares of FTAC Class A common stock, has agreed to vote all of the shares of FTAC common stock held by them in favor of the Business Combination Proposal and each of the other FTAC Stockholder Proposals.
Q. Do I have redemption rights?		A. Yes. Pursuant to the FTAC Charter, each holder of shares of FTAC Class A common stock may elect to have their shares of FTAC Class A common stock redeemed for such stockholder’s full pro rata portion of the Trust Account in connection with the completion of the Business Combination. If a stockholder elects to have their shares redeemed and the Business Combination is completed, the stockholder will no longer own or have any rights as a stockholder in respect of the redeemed shares following the consummation of the Business Combination nor be entitled to receive shares of Company Class A common stock or any other form of consideration in connection with the Business Combination. Under the Sponsor Agreement, each of the Sponsor Parties has agreed not to seek redemption of any shares of FTAC common stock owned by them.   The amount of cash held in the Trust Account was $[●] as of the Record Date, which would result in a redemption price of $[●] per share of FTAC Class A common stock. Holders of FTAC Class A common stock are entitled to receive cash for their shares if they properly demand redemption in accordance with the procedures set forth in this proxy statement/prospectus/consent solicitation statement, which includes delivering the applicable shares of FTAC Class A common stock (either physically or electronically) to FTAC’s transfer agent at least two business days prior to the FTAC special meeting. See the section titled “Special Meeting of FTAC Stockholders—Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.
Q. Will how I vote affect my ability to exercise redemption rights?		A. No. Holders of FTAC Class A common stock may seek to have their shares redeemed for cash, regardless of whether they vote “FOR” or “AGAINST”, or whether they abstain from voting on, the Business Combination Proposal. As a result, the Business Combination Proposal can be approved by stockholders who wish redeem their shares of FTAC Class A common stock and no longer remain FTAC stockholders.

 

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Q. How do I exercise my redemption rights?		A. If you are a holder of shares of FTAC Class A common stock and wish to exercise your right to have your shares of FTAC Class A common stock redeemed, you must:   •  submit a written request to Continental Stock Transfer & Trust Company, FTAC’s transfer agent at: [●] no later than 5:00 pm Eastern Time on [●], 2021 (two business days prior to the FTAC special meeting), in which you (a) request that FTAC redeem all or a portion of your shares of FTAC Class A common stock for cash in connection with the Business Combination and (b) identify yourself as the beneficial holder of the shares and provide your legal name, phone number and address; and   •  deliver your shares, either physically or electronically using DTC’s DWAC System, to Continental Stock Transfer & Trust Company no later than 5:00 pm Eastern Time on [●], 2021 (two business days prior to the FTAC special meeting).   The address for Continental Stock Transfer & Trust Company, FTAC’s transfer agent, is: 1 State Street, 30th Floor, New York, New York 10004.   FTAC stockholders who hold their shares in street name will have to coordinate with their broker to have their shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed and will not be converted into cash.   A holder of shares of FTAC Class A common stock, together with any affiliate of such holder and any person with whom such holder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act) may not seek to have shares redeemed in an amount in excess of 15% of the aggregate number of outstanding shares of FTAC Class A common stock that were issued as part of the FTAC Units in connection with the IPO, without the consent of FTAC.   There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC System. FTAC’s transfer agent will typically charge the tendering broker a fee of approximately $80 and it would be up to the broker whether or not to pass this cost on to the converting stockholder. In the event the proposed Business Combination is not consummated, shares will not be redeemed and this may result in an additional cost to stockholders for the return of their shares.   Any request by an FTAC Public Stockholder to have their shares redeemed may be withdrawn at any time up to two business days prior to the vote on the Business Combination Proposal at the FTAC special meeting. If an FTAC Public Stockholder delivers any shares for redemption and later decides prior to the FTAC special meeting that it does not want to have such shares redeemed, the stockholder may request that FTAC consent to the return of its shares. Such a request must be made by contacting Continental Stock Transfer & Trust Company, FTAC’s transfer agent, at the phone number or address set out elsewhere in this proxy statement/prospectus/consent solicitation statement.

 

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Q. If I hold FTAC Warrants, can I exercise redemption rights with respect to my FTAC Warrants?		A. No. Holders of FTAC Warrants have no redemption rights with respect to their warrants.

Q. If I hold FTAC Units, can I exercise redemption rights with respect to my FTAC Units?		A. No. Holders of FTAC Units do not have redemption rights with respect to their FTAC Units. Holders of FTAC Units must elect to separate their FTAC Units into the underlying shares of FTAC Class A common stock and FTAC Warrants prior to exercising redemption rights with respect to the shares of FTAC Class A common stock.   If you hold FTAC Units registered in your own name, you must submit a written instruction to Continental Stock Transfer & Trust Company, FTAC’s transfer agent, to separate such FTAC Units into the underlying shares of FTAC Class A common stock and FTAC Public Warrants and deliver your FTAC Units to FTAC’s transfer agent. If you hold your FTAC Units through a bank, broker or other nominee, you must instruct such broker, bank or nominee to separate your FTAC Units.
		This must be completed far enough in advance to permit FTAC’s transfer agent to separate your shares so that you may then exercise your redemption rights no later than 5:00 pm Eastern Time on [●], 2021 (two business days prior to the FTAC special meeting). If you fail to cause your shares of FTAC Class A common stock to be separated in a timely manner, you will likely not be able to exercise your redemption rights.   See “How do I exercise my redemption rights?” above and “Who can help answer my questions?” below for additional information on exercising your redemption rights and to contact Continental Stock Transfer & Trust Company, FTAC’s transfer agent, with any questions on the redemption or separation procedures.
Q. Do I have appraisal rights if I object to the proposed Business Combination?		A. No. None of the stockholders, unit holders or warrant holders of FTAC have appraisal rights under the DGCL in connection with the Business Combination.
Q. I hold FTAC Warrants. Why am I receiving this proxy statement/prospectus/consent solicitation statement?		A. As a holder of FTAC Warrants, You are receiving this proxy statement/prospectus/consent solicitation statement because your FTAC Warrants will become Company Warrants upon consummation of the Business Combination. As a result, upon consummation of the Business Combination your warrants will represent the right to purchase one share of Company Class A common stock at a purchase price of $11.50 per share instead of one share of FTAC Class A common stock.   This proxy statement/prospectus/consent solicitation statement includes important information about the Company and the business of Alight following consummation of the Business Combination. Since your FTAC Warrants will become Company Warrants upon consummation of the Business Combination, and you thereafter will become a holder of Company Class A common stock upon exercise of such Company Warrants, we urge you to read the information contained in this proxy statement/prospectus/consent solicitation statement carefully.

 

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Q. What happens to the funds deposited in the Trust Account after consummation of the Business Combination?		A. Of the net proceeds of FTAC’s IPO (including the net proceeds of the underwriters’ full exercise of their over-allotment option) and simultaneous sale of the Private Placement Warrants, a total of $1,035,000,000 was placed in the Trust Account following the IPO.   Upon consummation of the Business Combination, the funds in the Trust Account will be released to FTAC and will be used by FTAC to, among other potential uses, (a) pay the holders of shares of FTAC Class A common stock who have validly exercised their redemption rights in connection with the Business Combination, (b) pay a portion of the cash consideration payable to the Tempo Sellers pursuant to the Business Combination Agreement, (c) repay a portion of the existing indebtedness of Alight and (d) pay fees and expenses incurred in connection with the Business Combination (including fees of an aggregate of approximately $36,225,000 in deferred underwriter fees to certain underwriters in connection with the IPO).
Q. What happens if a substantial number of FTAC stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?		A. Holders of shares of FTAC Class A common stock may vote in favor of the Business Combination Proposal and also exercise their redemption rights.   The FTAC Charter requires, and it is a condition to the closing under the Business Combination Agreement that, FTAC have at least $5,000,001 in net tangible assets upon consummation of the Business Combination (after giving effect to the payment of amounts that FTAC will be required due to FTAC Stockholder Redemptions). In addition, it is a condition precedent to Tempo Holdings’ and the Tempo Blockers’ obligation to consummate the Business Combination that the Available Cash Amount be not less than $2,600,000,000. As a result, either of these requirements may not be met.   In the event of a significant number of stockholder redemptions, there will be fewer holders of shares of FTAC Class A common stock and fewer shares of FTAC Class A common stock that will be converted into Company Class A common stock in connection with the Business Combination. The closing of the Business Combination is conditioned on the FTAC Class A common stock remaining listed on the NYSE, and on the Company Class A common stock being approved for issuance upon completion of the Business Combination (subject only to official notice of issuance). In the event of significant FTAC Stockholder Redemptions, not only may the trading market for shares of Company Class A common stock be less liquid than the market for shares of FTAC Class A common stock was prior to the consummation of the Business Combination, but the Company also may not be able to meet the listing standards for the NYSE.
Q. What happens if the Business Combination is not consummated?		A. If FTAC does not complete the Business Combination, or any other initial business combination, by May 29, 2022 (or such later date as FTAC stockholders may approve in accordance with the FTAC Charter), FTAC will be required to cease operation and to redeem 100% of the outstanding shares of FTAC Class A common stock at a per share price, payable in cash, equal to the stockholder’s pro rata portion of the amount then held in the Trust Account.

 

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Q. When do you expect the Business Combination to be completed?		A. It is currently expected that the Business Combination will be completed in the second quarter of 2021.   This timing depends, among other things, on the approval of the Business Combination Proposal and other Required Stockholder Proposals by the holders of FTAC common stock. For a description of the conditions to the completion of the Business Combination, see the section entitled “Proposal No. 1—The Business Combination Proposal—The Business Combination Agreement—Conditions to Closing of the Business Combination.”
Q. What do I need to do now?		A. FTAC urges you to read carefully and consider the information contained in this proxy statement/prospectus/consent solicitation statement, including the financial statements and the annexes hereto.   FTAC asks that FTAC stockholders vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus/consent solicitation statement and on the enclosed proxy card.
Q. How do I vote?		A. If you are a holder of record of FTAC common stock as of the Record Date, you may vote your shares (a) electronically during the FTAC special meeting by visiting the special meeting website at: [●] or (b) by signing and returning the enclosed proxy card for the FTAC special meeting. The FTAC special meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast on the Internet. FTAC stockholders of record can attend the FTAC special meeting and vote electronically during the meeting by visiting the virtual meeting website at [●] and entering the control number included on their proxy card.   If you hold your shares beneficially in “street name” through a bank, broker or other nominee you will need to (a) provide the broker, bank or nominee with instructions as to how to vote your shares or (b) if you wish to attend the meeting and vote remotely, obtain a specific control number and further instructions from your bank, broker or nominee. You should contact your bank, broker or nominee for further instructions and to ensure that votes related to the shares that you beneficially own are properly cast.
Q. If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?		A. No. We believe that all of the proposals to be voted on at the FTAC special meeting will be considered “non-routine” matters under the applicable rules of the various securities exchanges. As a result, if you hold your shares in street name, your bank, brokerage firm or other nominee cannot vote your shares on any of the proposals to be voted on at the FTAC special meeting without your instruction.   Additionally, because all of the proposals to be voted on at the FTAC special meeting are “non-routine” matters, FTAC does not expect there to be any broker non-votes at the FTAC special meeting. A broker non-vote occurs when a bank, broker or nominee has discretionary authority to vote on one or more “routine” proposals at a meeting, but does not receive instruction to vote on a “non-routine” proposal at the same meeting.

 

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Q. May I change my vote after I have mailed my signed proxy card?		A. Yes. If you give a proxy, you may revoke it at any time before it is voted at the FTAC special meeting by doing any one of the following:   •  delivering a written notice of revocation to the corporate secretary of FTAC that is received no later than [●];
		•  mailing a new, subsequently dated proxy card that is received no later than the close of business on [●];
		•  voting at the FTAC special meeting webcast.
Q. What happens if I fail to take any action with respect to the FTAC special meeting?		A. If you fail to take any action with respect to the FTAC special meeting it will have the same effect as a vote “AGAINST” the Business Combination Proposal, but will have no effect on the other FTAC Stockholder Proposals.   If the Business Combination Proposal is approved and the Business Combination is completed, whether or not you vote or take any action with respect to the FTAC special meeting, you will be entitled to receive the consideration provided in the Business Combination Agreement and will become a stockholder and/or warrant holder of the Company. If the Business Combination Proposal is not approved, you will continue to be a stockholder and/or warrant holder of FTAC.
Q. What should I do if I receive more than one set of voting materials?		A. FTAC stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus/consent solicitation statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and follow the instructions on each voting instruction card that you receive in order to cast a vote with respect to all of your shares of FTAC common stock.
Q. What happens if I sell my FTAC common stock before the FTAC special meeting?		A. The Record Date for the FTAC special meeting is earlier than the date of the FTAC special meeting and earlier than the date that the Business Combination is expected to be completed. If you sell or transfer your shares of FTAC common stock after the Record Date, but before the FTAC special meeting date, you will retain your right to vote your shares at the FTAC special meeting (unless you also grant a proxy to the transferee of such shares).
Q. Who can help answer my questions?		A. If you have questions about the Business Combination or if you need additional copies of this proxy statement/prospectus/consent solicitation statement or need a new proxy card, you should contact FTAC’s proxy solicitor as follows:
		Morrow Sodali LLC 470 West Avenue Stamford, CT 06902 Individuals call toll-free: (800) 662-5200 Banks and Brokers call: (203) 658-9400 WPF.info@investor.morrowsodali.com

 

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		If you have questions regarding the separation of your FTAC Units or delivery of your shares of FTAC Class A common stock for redemption, please contact FTAC’s transfer agent as follows:
		Continental Stock Transfer & Trust Company Attention: Mark Zimkind 1 State Street, 30th Floor New York, New York 10004 mzimkind@continentalstock.com

 

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Questions and Answers about Tempo Holdings’ and the Tempo Blockers’ Consent Solicitation

 

Q. Who is entitled to give a written consent for Tempo Holdings and the Tempo Blockers?		A. For Tempo Holdings, members of record of Tempo Holdings as of [●], 2021. For Tempo Blocker 1, members of record of Tempo Blocker 1 as of [●], 2021. For Tempo Blocker 2, members of record of Tempo Blocker 2 as of [●], 2021. For the Blackstone Blocker, limited partners of record of the Blackstone Blocker as of [●], 2021. For the Tempo Blocker 5, limited partners of record of the Tempo Blocker 5 as of [●], 2021.
Q. What approval is required by equityholders of Tempo Holdings and the Tempo Blockers to adopt the Business Combination Agreement?		A. The Business Combination cannot be completed unless holders of units of Tempo Holdings, Tempo Blocker 1 and Tempo Blocker 2 and limited partnership interests of Blackstone Blocker and Tempo Blocker 5 adopt the Business Combination Agreement and thereby approve the Business Combination. Adoption of the Business Combination Agreement and the transactions contemplated thereby requires the approval of the holders of at least a majority of the outstanding units of Tempo Holdings entitled to vote, the holders of at least a majority of the outstanding units of Tempo Blocker 1 entitled to vote, the holders of at least a majority of the outstanding units of Tempo Blocker 2 entitled to vote, the holders of at least a majority of the limited partnership interests of Blackstone Blocker entitled to vote and at least a majority of the limited partnership interests of Tempo Blocker 5 entitled to vote.   Concurrent with the execution of the Business Combination Agreement, the Tempo Supporting Holders entered into the Tempo Holdings Support Agreement with Tempo Holdings. Under the Tempo Holdings Support Agreement, the Tempo Supporting Holders agreed, among other things, to (i) deliver a written consent adopting the Business Combination Agreement and approving the Business Combination, within twenty-four (24) hours after this proxy statement/consent solicitation statement/prospectus is declared effective by the SEC, and (ii) execute and deliver the Transaction Agreements effective upon the effective time of the Business Combination Agreement.   Concurrent with the initial execution of the Business Combination Agreement, the Tempo Blocker 1 Supporting Holders entered into the Tempo Blocker 1 Support Agreement with Tempo Blocker 1. Under the Tempo Blocker 1 Support Agreement, the Tempo Blocker 1 Supporting Holders agreed, among other things, to (i) deliver a written consent adopting the Business Combination Agreement and approving the Business Combination, within eighteen (18) hours after the registration statement on Form S-4, of which this proxy statement/prospectus/consent solicitation statement forms a part, is declared effective by the SEC, and (ii) execute and deliver the Transaction Agreements effective upon the closing of the Business Combination.   Concurrent with the initial execution of the Business Combination Agreement, the Tempo Blocker 2 Supporting Holders entered into the Tempo Blocker 2 Support Agreement with Tempo Blocker 2. Under the Tempo Blocker 2 Support Agreement, the Tempo Blocker 2 Supporting Holders agreed, among other things, to (i) deliver a written consent adopting the Business Combination Agreement and approving the Business Combination, within eighteen (18) hours after the registration statement on Form S-4, of which this proxy statement/prospectus/consent solicitation statement forms a part, is declared effective by the SEC, and (ii) execute and deliver the Transaction Agreements effective upon the closing of the Business Combination.

 

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		Concurrent with the initial execution of the Business Combination Agreement, the Blackstone Blocker Supporting General Partner entered into the Blackstone Blocker Support Agreement with Tempo Holdings. Under the Blackstone Blocker Support Agreement, the Blackstone Blocker Supporting General Partner agreed, among other things, to (i) deliver a written consent adopting the Business Combination Agreement and approving the Business Combination, within eighteen (18) hours after receipt of written notice that this proxy statement/consent solicitation statement/prospectus has been declared effective by the SEC, and (ii) execute and deliver the Transaction Agreements effective upon the effective time of the Business Combination Agreement.   Concurrent with the initial execution of the Business Combination Agreement, the Tempo Blocker 5 Supporting General Partner entered into the Tempo Blocker 5 Support Agreement with Tempo Holdings. Under the Tempo Blocker 5 Support Agreement, the Tempo Blocker 5 Supporting General Partner agreed, among other things, to (i) deliver a written consent adopting the Business Combination Agreement and approving the Business Combination, within eighteen (18) hours after receipt of written notice that this proxy statement/consent solicitation statement/prospectus has been declared effective by the SEC, and (ii) execute and deliver the Transaction Agreements effective upon the effective time of the Business Combination Agreement.
Q. Do any of Tempo Holdings’ directors or officers or the general partners of the Tempo Blockers have interests in the Business Combination that may differ from or be in addition to the interests of the relevant equityholders?		A. Tempo Holdings’ executive officers and certain non-employee directors may have interests in the Business Combination that may be different from, or in addition to, the interests of members of Tempo Holdings generally. The Tempo Holdings board of directors was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Business Combination Agreement and in recommending that the Business Combination Agreement be approved by the members of Tempo Holdings.   The directors of Tempo Blocker 1 and Tempo Blocker 2 and any of their executive officers may have interests in the Business Combination that may be different from, or in addition to, the interests of members of Tempo Holdings generally. The board of directors of each of Tempo Blocker 1 and Tempo Blocker 2 was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Business Combination Agreement and in recommending that the Business Combination Agreement be approved by the members of Tempo Blocker 1 and Tempo Blocker 2, as applicable.   The Blackstone Blocker Supporting General Partner and the Tempo Blocker 5 Supporting General Partner may have interests in the Business Combination that may be different from, or in addition to, the interests of the limited partners of Blackstone Blocker and Tempo Blocker 5 generally, respectively. Each such general partner was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Business Combination Agreement and in recommending that the Business Combination Agreement be approved by the limited partners of Blackstone Blocker and Tempo Blocker 5, as applicable.

 

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Q. How can I return my written consent?		A. If you hold common units of Tempo Holdings and you wish to give your written consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to Tempo Holdings. Once you have completed, dated and signed the written consent, you may deliver it to Tempo Holdings by emailing a .pdf copy to [●] or by mailing it to Tempo Holdings at Tempo Holding Company, LLC, 4 Overlook Point, Lincolnshire, IL 60069, Attention: [●].   If you hold common units of Tempo Blocker 1 and you wish to give your written consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to Tempo Blocker 1. Once you have completed, dated and signed the written consent, you may deliver it to Tempo Blocker 1 by emailing a .pdf copy to [●] or by mailing it to Tempo Blocker 1 at Tempo Blocker I, LLC, 4 Overlook Point, Lincolnshire, IL 60069, Attention: [●].   If you hold common units of Tempo Blocker 2 and you wish to give your written consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to Tempo Blocker 2. Once you have completed, dated and signed the written consent, you may deliver it to Tempo Blocker 2 by emailing a .pdf copy to [●] or by mailing it to Tempo Blocker 2 at Tempo Blocker II, LLC, 4 Overlook Point, Lincolnshire, IL 60069, Attention: [●].
		If you hold limited partnership interests of Blackstone Blocker and you wish to give your written consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to Blackstone Blocker. Once you have completed, dated and signed the written consent, you may deliver it to Blackstone Blocker by emailing a .pdf copy to [●] or by mailing it to Blackstone Blocker at Blackstone Tempo Feeder Fund VII L.P. c/o The Blackstone Group Inc., 345 Park Avenue, New York, New York 10154, Attention: [●].   If you hold limited partnership interests of Tempo Blocker 5 and you wish to give your written consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to Tempo Blocker 5. Once you have completed, dated and signed the written consent, you may deliver it to Tempo Blocker 5 by emailing a .pdf copy to [●] or by mailing it to Tempo Blocker 5 at New Mountain Investments IV, L.L.C., 787 Seventh Avenue, 49th Floor, New York, New York 10019, Attention: [●].   Tempo Holdings and the Tempo Blockers do not intend to hold member or limited partner meetings, as applicable, to consider the Business Combination, and, unless any of them decides to hold a meeting for such purposes, you will be unable to vote in person or virtually by attending a meeting.
Q. What is the deadline for returning my written consent?		A. The Tempo Holdings board of directors has set [●] Eastern Time, on [●], 2021 as the targeted final date for the receipt of written consents (the “Tempo Holdings Target Date”). The Tempo Holdings Target Date is the date on which Tempo Holdings expects to receive the written consents of the Tempo Supporting Holders under the Tempo Holdings Support Agreement. Tempo Holdings reserves the right to extend the final date for the receipt of written consents beyond [●], 2021. Any such extension may be made without notice to members of Tempo Holdings. Once a sufficient number of consents to adopt the Business Combination Agreement have been received, the Tempo Holdings consent solicitation will conclude.

 

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		The Tempo Blocker 1 board of directors has set [●] Eastern Time, on [●], 2021 as the targeted final date for the receipt of written consents (the “Tempo Blocker 1 Target Date”). The Tempo Blocker 1 Target Date is the date on which Tempo Blocker 1 expects to receive the written consents of the Tempo Blocker 1 Supporting Holders under the Tempo Blocker 1 Support Agreement. Tempo Blocker 1 reserves the right to extend the final date for the receipt of written consents beyond [●], 2021. Any such extension may be made without notice to members of Tempo Blocker 1. Once a sufficient number of consents to adopt the Business Combination Agreement have been received, the Tempo Blocker 1 consent solicitation will conclude.   The Tempo Blocker 2 board of directors has set [●] Eastern Time, on [●], 2021 as the targeted final date for the receipt of written consents (the “Tempo Blocker 2 Target Date”). The Tempo Blocker 2 Target Date is the date on which Tempo Blocker 2 expects to receive the written consents of the Tempo Blocker 2 Supporting Holders under the Tempo Blocker 2 Support Agreement. Tempo Blocker 2 reserves the right to extend the final date for the receipt of written consents beyond [●], 2021. Any such extension may be made without notice to members of Tempo Blocker 2. Once a sufficient number of consents to adopt the Business Combination Agreement have been received, the Tempo Blocker 2 consent solicitation will conclude.   The Blackstone Blocker Supporting General Partner has set [●] Eastern Time on [●], 2021 as the targeted final date for the receipt of written consents (the “Blackstone Blocker Target Date”). The Blackstone Blocker Target Date is the date on which Blackstone Blocker expects to receive the written consent of the Blackstone Blocker Supporting General Partner under the Blackstone Blocker Support Agreement. Blackstone Blocker reserves the right to extend the final date for the receipt of written consents beyond [●], 2021. Any such extension may be made without notice to limited partners of Blackstone Blocker. Once a sufficient number of consents to adopt the Business Combination Agreement have been received, the Blackstone Blocker consent solicitation will conclude.   The Tempo Blocker 5 Supporting General Partner has set [●] Eastern Time, on [●], 2021 as the targeted final date for the receipt of written consents (the “Tempo Blocker 5 Target Date”). The Tempo Blocker 5 Target Date is the date on which Tempo Blocker 5 expects to receive the written consent of the Tempo Blocker 5 Supporting General Partner under the Tempo Blocker 5 Support Agreement. Tempo Blocker 5 reserves the right to extend the final date for the receipt of written consents beyond [●], 2021. Any such extension may be made without notice to limited partners of Tempo Blocker 5. Once a sufficient number of consents to adopt the Business Combination Agreement have been received, the Tempo Blocker 5 consent solicitation will conclude.
Q. What options do I have with respect to the proposed Business Combination?		A. With respect to the units of Tempo Holdings, Tempo Blocker 1 or Tempo Blocker 2 or limited partnership interests of the Blackstone Blocker or the Tempo Blocker 5 that you hold, you may execute a written consent to adopt the Business Combination Agreement and approve the Business Combination. If you fail to execute and return your written consent, or otherwise withhold your written consent, it has the same effect as voting against the Business Combination.

 

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Q. Can I dissent and require appraisal of my equity interests in Tempo Holdings and/or the Tempo Blockers?		A. No. Appraisal rights are not available to members of Tempo Holdings, Tempo Blocker 1 or Tempo Blocker 2 or limited partners of the Blackstone Blocker or the Tempo Blocker 5 in connection with the Business Combination.
Q. Who should I contact if I have any questions about the consent solicitations?		A. If you have any questions about the Business Combination or how to return your written consent or letter of transmittal, or if you need additional copies of this proxy statement/prospectus/consent solicitation statement or a replacement written consent or letter of transmittal, please email [●], at [●].

 

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following selected unaudited pro forma condensed combined financial information (the “Selected Pro Forma Information”) gives effect to the Business Combination and related transactions described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The Business Combination will be accounted for using the acquisition method of accounting with the Company as the accounting acquirer and Tempo Holdings as the accounting acquiree. Under the acquisition method of accounting, the Company’s assets and liabilities will be recorded at carrying value and the assets and liabilities associated with Tempo Holdings will be recorded at estimated fair value as of the acquisition date. The excess of the purchase price over the estimated fair values of the net assets acquired, if applicable, will be recognized as goodwill.

The selected unaudited pro forma condensed combined balance sheet as of December 31, 2020 combines the audited balance sheet of FTAC as of December 31, 2020 and the audited consolidated balance sheet of Tempo Holdings as of December 31, 2020 on a pro forma basis as if the Business Combination had been consummated on December 31, 2020. The selected unaudited pro forma condensed combined statements of operations for the year ended December 31, 2020 combine the audited statement of operations of FTAC for the period from March 26, 2020 (inception) through December 31, 2020 and the audited consolidated statement of operations of Tempo Holdings for the year ended December 31, 2020 on a pro forma basis as if the Business Combination had been consummated on January 1, 2020, the beginning of the earliest period presented.

The historical financial information of FTAC was derived from the audited financial statements of FTAC as of December 31, 2020 and for the period from March 26, 2020 (inception) to December 31, 2020, which are included elsewhere in this proxy statement/prospectus/consent solicitation statement. The historical financial information of Tempo Holdings was derived from the Tempo Holdings audited 2020 consolidated financial statements, which are included elsewhere in this proxy statement/prospectus/consent solicitation statement. The Selected Pro Forma Information has been presented for informational purposes only and is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the Business Combination and related transactions been completed as of the dates indicated. In addition, the Selected Pro Forma Information does not purport to project the future financial position or operating results of the combined company. The Selected Pro Forma Information should be read together with unaudited pro forma condensed combined financial information and the accompanying notes in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

The Unaudited Pro Forma Condensed Combined Financial Statements have been prepared using the assumptions below with respect to the potential redemption by FTAC stockholders of FTAC Class A common stock for cash equal to their pro portion of the aggregate amount of funds deposited in the Trust Account:

 

•

No Redemptions: This presentation assumes that no FTAC stockholders elect to redeem their FTAC Class A common stock for a pro rata portion of the funds in the Trust Account, and thus the full amount held in the Trust Account as of the balance sheet date is available for the Business Combination; and

 

•

Maximum Redemptions: This presentation assumes that FTAC stockholders redeem 28,584,926 shares of FTAC Class A common stock, the maximum number of shares of FTAC Class A common stock that may be redeemed for a pro rata portion of the funds in the Trust Account that would still allow FTAC to satisfy the condition precedent in the Business Combination Agreement that as of immediately prior to the Business Combination, FTAC have an Available Cash Amount of at least $2.6 billion. This calculation assumes that the full $300.0 million in aggregate proceeds are received from the closing of the purchases under the Forward Purchase Agreements, the full $1.55 billion in aggregate proceeds are received from the PIPE Investment, that there is no Permitted Equity Financing and that the amount in the Trust Account (prior to any redemptions) is equal to $1,035,849,267 (the amount in the Trust Account as of December 31, 2020), resulting in an aggregate redemption payment

 

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(based on an estimated redemption price per share of approximately $10) of $285,849,260 and Available Trust Proceeds at closing of approximately $750 million. Under this scenario there is a Redemption Offset Amount equal to $85 million (the amount by which the Available Trust Proceeds are less than $835 million), resulting in the following adjustments to the consideration payable at closing:

 

•

Tempo Seller Consideration: A reduction to the amount of the Closing Cash Consideration of $85 million, such that the Closing Cash Consideration will be equal to $915 million (assuming the Net Debt Adjustment Amount is equal to $0 and so there is no adjustment for Tempo Holdings’ net debt at Closing), and a corresponding increase in the number of shares of Company Class A common stock and Class A Units that comprise the Closing Seller Equity Consideration equal to 8,500,000 (equal to the $85 million Redemption Offset Amount divided by $10), such that the Closing Seller Equity Consideration will be an aggregate number of shares of Company Class A common stock and Class A Units equal to 235,163,750.

 

•

Founder Share Consideration: The issuance of an aggregate of 5,175,000 shares of Company Class B-3 common stock to the Founders and certain FTAC Insiders, and a corresponding reduction to the number of shares of Company Class A common stock to be issued in connection with the exchange of the FTAC Class B common stock outstanding at the Closing from 23,287,500 to 18,112,500.

Under both the No Redemptions and Maximum Redemptions scenarios, the amount of cash available is sufficient to (a) pay the cash consideration to the Tempo Sellers and (b) pay transaction expenses.

 

		Pro Forma Combined (Assuming No Redemptions)				Pro Forma Combined (Assuming Maximum Redemptions)
(in millions)
Selected Unaudited Pro Forma Condensed Combined Balance Sheets As Of December 31, 2020
Total Assets		$	10,408			$	10,202
Total Liabilities		$	5,492			$	5,487
Total Stockholders’ Equity		$	4,916			$	4,715

 

		Pro Forma Combined (Assuming No Redemptions)				Pro Forma Combined (Assuming Maximum Redemptions)
(in millions, except share and per share amounts)
Selected Unaudited Pro Forma Condensed Combined Statements of Operations For the Year Ended December 31, 2020
Revenue		$	2,728			$	2,728
Net income (loss) per share—basic and diluted		$	(0.63	)		$	(0.67	)
Weighted average shares of Class A Common Stock outstanding—basic and diluted			461,392,828				433,055,771

 

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COMPARATIVE PER SHARE INFORMATION

The following table sets forth historical comparative per share information of the Company, on a stand-alone basis, and the unaudited pro forma condensed combined per share information after giving effect to the Business Combination, assuming No Redemptions and Maximum Redemptions, respectively.

The historical information should be read in conjunction with the sections of this proxy statement/prospectus/consent solicitation statement entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alight” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of FTAC,” as well as the historical financial statements and related notes thereto of each of FTAC and Tempo Holdings included elsewhere in this proxy statement/prospectus/consent solicitation statement. The unaudited pro forma condensed combined per share information is derived from, and should be read in conjunction with, the information contained in the section of this proxy statement/prospectus/consent solicitation statement entitled “Selected Unaudited Pro Forma Condensed Combined Financial Information.”

The unaudited pro forma combined share information does not purport to represent what the actual results of operations of the Company would have been had the Business Combination been completed or to project the Company’s results of operations that may be achieved after the Business Combination. The unaudited pro forma stockholders’ equity per share information below does not purport to represent what the value of Tempo Holdings or FTAC would have been had the Business Combination been completed nor the stockholders’ equity per share for any future date or period. The unaudited pro forma combined net income per share information below does not purport to represent what the actual results of operations of the Company would have been had the Business Combination been completed or to project the Company’s results of operations that may be achieved after the Business Combination. In addition, the unaudited pro forma book value per share information below does not purport to represent what the book value of the Company would have been had the Business Combination been completed nor the book value per share for any future date or period.

The following table sets forth:

 

•

Historical per share information of FTAC for year ended December 31, 2020; and

 

•

Unaudited pro forma per share information of the combined company for the year ended December 31, 2020 after giving effect to the Business Combination, assuming the redemption scenarios as follows:

 

•

Assuming No Redemptions: The “No Redemptions” scenario assumes that no FTAC stockholders elect to redeem their shares of FTAC Class A common stock for a pro rata portion of the proceeds on deposit in the Trust Account, and thus the full amount held in the Trust Account as of the balance sheet date is available for the Business Combination; and

 

•

Assuming Maximum Redemptions: The “Maximum Redemptions” scenario assumes that FTAC stockholders redeem the maximum number of shares of FTAC Class A common stock for a pro rata portion of the funds in the Trust Account that would still allow FTAC to satisfy the condition precedent in the Business Combination Agreement that as of immediately prior to the Business Combination, FTAC have at least $2.6 billion of available cash.

 

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In both scenarios, the amount of cash available is sufficient to (a) pay the cash consideration to Tempo Sellers and (b) pay transaction expenses.

 

		Foley Trasimene Acquisition Corp. (Restated)				Tempo Holding Company, LLC (2)				Pro Forma Combined   (Assuming No Redemptions)				Pro Forma Combined   (Assuming Maximum Redemptions)
		(in millions, except share and per share amounts)
Year Ended December 31, 2020
Net Income (Loss) Attributable to the Company		$	(114	)		$	(103	)		$	(289	)		$	(290	)
Book value per share (1)		$	6.31							$	10.65			$	10.89
FTAC Public Shares
Weighted average shares outstanding of Class A redeemable common stock			103,500,000
Basic and diluted income per share, Class A		$	0.01
Founder Shares
Weighted average shares outstanding of Class B non-redeemable common stock			25,875,000
Basic and diluted loss per share, Class B		$	(4.44	)
Company Common Stock
Weighted average shares of Company Class A Common Stock outstanding - basic and diluted											461,392,828				433,055,771
Net Income (Loss) per share, the Company - basic and diluted										$	(0.63	)		$	(0.67	)

 

(1)	Book value per share = (Total Stockholders’ Equity / shares outstanding).

(2)	Given Tempo Holdings’ historical equity structure, the calculation of historical Tempo Holdings per share data has been omitted.

 

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RISK FACTORS

You should carefully consider all of the following risk factors, together with all of the other information in this proxy statement/prospectus/consent solicitation statement, including the financial information and information in the section entitled “Cautionary Note Regarding Forward-Looking Statements”, before deciding how to vote or instruct your vote to be cast with respect to the FTAC Stockholder Proposals described in this proxy statement/prospectus/consent solicitation statement.

The value of your investment following the completion of the Business Combination will be subject to significant risks affecting, among other things, the Company s business, financial condition and results of operations. If any of the events described below occur, the Company’s post-Business Combination business and financial results could be adversely affected in material respects. This could result in a decline, which may be significant, in the trading price of the Company s securities and could result in you losing all or part of your investment. The risk factors described below are not necessarily exhaustive. We may face additional risks and uncertainties that are not presently known to us, or that we deem to be immaterial, which may also impair our business or financial condition. You are encouraged to perform your own investigation with respect to the businesses of FTAC and Alight.

Risks Related to Alight’s Business and Industry and the Company Following the Business Combination

Throughout this section, references to “we,” “us,” and “our” refer to Alight and its consolidated subsidiaries as the context so requires.

An overall decline in economic activity could adversely affect the financial condition and results of operations of our business.

The results of our business are generally affected by the level of business activity of our clients, which in turn is affected by the level of economic activity in the industries and markets these clients serve. The level of economic activity may be affected by unforeseen events, such as adverse weather conditions, natural disasters, catastrophic events, war, terrorism or public health conditions (including the COVID-19 pandemic). Additionally, substantial changes to trade, monetary and fiscal policies, political conditions, and constriction and volatility in the credit markets, may occur and would affect our business. Economic downturns in some markets may cause reductions in technology and discretionary spending by our clients, which may result in reductions in the growth of new business as well as reductions in existing business. If our clients become financially less stable, enter bankruptcy, liquidate their operations or consolidate, our revenues and/or collectability of receivables could be adversely affected. Our contracts also depend upon the number of our clients’ employees or the number of participants in our clients’ employee benefit plans. If our clients become financially less stable, change their staffing models, enter bankruptcy, liquidate their operations or consolidate, that could result in layoffs or other reductions in the number of participants in our clients’ employee benefit plans. We may also experience decreased demand for our services as a result of postponed or terminated outsourcing of human resource (“HR”) functions. Reduced demand for our services could increase price competition and have an adverse effect on our financial condition or results of operations.

Our operations have been adversely affected and could in the future be materially adversely impacted by the COVID-19 pandemic. Further, the spread of the COVID-19 outbreak has caused severe disruptions in the U.S. and global economy and financial markets and could potentially create widespread business continuity issues of an as yet unknown magnitude and duration. Any future outbreak of any other highly infectious or contagious disease could have a similar impact.

The global spread of COVID-19 has created significant volatility and uncertainty and economic disruption. The extent to which the coronavirus pandemic impacts our business, operations and financial results will depend

 

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on numerous evolving factors that we may not be able to accurately predict, including: the duration and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; the impact of the pandemic on economic activity and actions taken in response; the effect on our clients and client demand for our services and solutions; our ability to sell and provide our services and solutions, including as a result of travel restrictions and people working from home; the ability of our clients to pay for our services and solutions; and any closures of our and our clients’ offices and facilities. For example, we have large concentrations of employees and third-party vendors performing critical operations in regions significantly impacted by COVID-19. While we have successfully transitioned many of our employees to a work-from-home model, the closure of those facilities, or restrictions inhibiting our employees’ ability to access those facilities, has disrupted, and could in the future disrupt our ability to provide our services and solutions and result in, among other things, terminations of client contracts and losses of revenue. Clients may also slow down decision making, delay planned work or seek to terminate existing agreements. Additionally, the COVID-19 pandemic has caused, and may continue to cause, companies to lay off or furlough employees and as a result our revenue may be adversely impacted if our clients have fewer employees. While it is not possible at this time to estimate the full impact that COVID-19 could have on our business, the continued spread of COVID-19 and the measures taken by the governments of countries affected could materially adversely impact our business, financial condition or results of operations. To the extent the COVID-19 pandemic adversely affects our business, financial conditions and results of operations, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section.

We face significant competition and our failure to compete successfully could have a material adverse effect on the financial condition and results of operations of our business.

Our competitors may have greater resources, larger customer bases, greater name recognition, stronger presence in certain geographies and more established relationships with their customers and suppliers than we have. In addition, new competitors, alliances among competitors or mergers of competitors could gain significant market share and some of our competitors may have or may develop a lower cost structure, adopt more aggressive pricing policies or provide services that gain greater market acceptance than the services that we offer or develop. Large and well-capitalized competitors may be able to respond to the need for technological changes and innovate faster, or price their services more aggressively. They may also compete for skilled professionals, finance acquisitions, fund internal growth and compete for market share more effectively than we do. If we are unable to compete successfully, we could lose market share and clients to competitors, which could materially adversely affect our results of operations. To respond to increased competition and pricing pressure, we may have to lower the cost of our solutions or decrease the level of service provided to clients, which could have an adverse effect on our financial condition or results of operations.

We rely on complex information technology systems and networks to operate our business. Any significant system or network disruption could expose us to legal liability, impair our reputation or have a negative impact on our operations, sales and operating results and could expose us to litigation and negatively impact our relationships with customers.

We rely on the efficient, uninterrupted and secure operation of complex information technology systems, and networks and data centers, some of which are within our business and some of which are outsourced to third party providers, including cloud infrastructure service providers such as Amazon Web Services (AWS) and Microsoft Azure Cloud. We do not have control over the operations of such third parties. We also may decide to employ additional offsite data centers in the future to accommodate growth. Problems faced by our data center locations, with the telecommunications network providers with whom we or they contract, or with the systems by which our telecommunications providers allocate capacity among their clients, including us, could adversely affect the availability and processing of our solutions and related services and the experience of our clients. If our data centers are unable to keep up with our growing needs for capacity, this could have an adverse effect on our business and cause us to incur additional expense. In addition, any financial difficulties faced by our third-party data center’s operator or any of the service providers with whom we or they contract may have negative effects

 

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on our business, the nature and extent of which are difficult to predict. These facilities are vulnerable to damage or interruption from earthquakes, hurricanes, floods, fires, cyber security attacks, terrorist attacks, power losses, telecommunications failures and similar events. The occurrence of a natural disaster or an act of terrorism, a decision to close the facilities without adequate notice, or other unanticipated problems could result in lengthy interruptions in our services and solutions. The facilities also could be subject to break-ins, computer viruses, sabotage, intentional acts of vandalism and other misconduct. Any errors, failures, interruptions or delays experienced in connection with these third-party technologies and information services or our own systems could negatively impact our relationships with customers and adversely affect our business and could expose us to third-party liabilities. Any errors, defects, disruptions or other performance problems with our information technology systems including any changes in service levels at our third-party data center could adversely affect our reputation and may damage our clients’ stored files or result in lengthy interruptions in our services. Interruptions in our services might reduce our revenues, subject us to potential liability or other expenses or adversely affect our renewal rates.

In relation to our third-party data centers, while we own, control and have access to our servers and all of the components of our network that are located in these centers, we do not control the operation of these facilities. The operators of our third-party data center facilities have no obligation to renew their agreements with us on commercially reasonable terms, or at all. If we are unable to renew these agreements on commercially reasonable terms, or if the data center operators are acquired, we may be required to transfer our servers and other infrastructure to new data center facilities, and we may incur costs and experience service interruption in doing so.

Improper access to, misappropriation, destruction or disclosure of confidential, personal or proprietary data as a result of employee or vendor malfeasance or cyber-attacks could result in financial loss, regulatory scrutiny, legal liability or harm to our reputation.

One of our significant responsibilities is to maintain the security and privacy of our employees’ and clients’ confidential and proprietary information and the confidential information about clients’ employees’ compensation, health and benefits information and other personally identifiable information. However, all information technology systems are potentially vulnerable to damage or interruption from a variety of sources, including but not limited to cyber-attacks, computer viruses, malware, hacking, fraudulent use attempts, phishing attacks and security breaches. Our systems are also subject to compromise from internal threats such as improper action by employees, vendors and other third parties with otherwise legitimate access to our systems. Despite our efforts, from time to time, we experience attacks and other cyber-threats to our systems and networks and have from time to time experienced cyber security incidents such as computer viruses, unauthorized parties gaining access to our information technology systems and similar matters, which to date have not had a material impact on our business. These attacks can seek to exploit, among other things, known or unknown vulnerabilities in technology included in our information systems or those of third-party providers. Because the techniques used to obtain unauthorized access are constantly changing and becoming increasingly more sophisticated and often are not recognized until launched against a target, we or our third-party providers may be unable to anticipate these techniques or implement sufficient preventative measures. If we are unable to efficiently manage the vulnerability of our systems and effectively maintain and upgrade our system safeguards, we may incur unexpected costs and certain of our systems may become more vulnerable to unauthorized access. In the future, these types of incidents could result in intellectual property or other confidential information being lost or stolen, including client, employee or business data. In addition, we may not be able to detect breaches in our information technology systems or assess the severity or impact of a breach in a timely manner.

We have implemented various measures to manage our risks related to system and network security and disruptions, but an actual or perceived security breach, a failure to make adequate disclosures to the public or law enforcement agencies following any such event or a significant and extended disruption in the functioning of our information technology systems could damage our reputation and cause us to lose clients, adversely impact our operations, sales and operating results and require us to incur significant expense to address and remediate or otherwise resolve such issues.

 

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We maintain policies, procedures and technological safeguards designed to protect the security and privacy of this information. These include, for example, the appropriate encryption of information, the use of anti-virus, anti-malware and other protections. Nonetheless, we cannot eliminate the risk of human error or inadequate safeguards against employee or vendor malfeasance or cyber-attacks that could result in improper access to, misappropriation, destruction or disclosure of confidential, personal or proprietary information and we may not become aware in a timely manner of any such security breach. Such unauthorized access, misappropriation, destruction or disclosure could result in the loss of revenue, reputational damage, indemnity obligations, damages for contract breach, civil and criminal penalties for violation of applicable laws, regulations or contractual obligations, and significant costs, fees and other monetary payments for remediation. Furthermore, our clients may not be receptive to services delivered through our information technology systems and networks following an actual or perceived security breach due to concerns regarding transaction security, user privacy, the reliability and quality of internet service and other reasons. The release of confidential information as a result of a security breach could also lead to litigation or other proceedings against us by affected individuals or business partners, or by regulators, and the outcome of such proceedings, which could include penalties or fines, could have a significant negative impact on our business. Additionally, in order to maintain the level of security, service and reliability that our clients require, we may be required to make significant additional investments in our methods of delivering services.

In many jurisdictions, including North America and the European Union, we are subject to laws and regulations relating to the collection, use, retention, security and transfer of this information including the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) and the HIPAA regulations governing, among other things, the privacy, security and electronic transmission of individually identifiable protected health information, the Personal Information Protection and Electronic Documents Act (“PIPEDA”) and the European Union General Data Protection Regulation (“GDPR”). California also enacted legislation, the California Consumer Privacy Act of 2018 (“CCPA”) and the related California Privacy Rights Act (“CPRA”), that afford California residents expanded privacy protections and a private right of action for security breaches affecting their personal information. These and other similar laws and regulations are frequently changing and are becoming increasingly complex and sometimes conflict among the various jurisdictions and countries in which we provide services both in terms of substance and in terms of enforceability. This makes compliance challenging and expensive. Our failure to adhere to or successfully implement processes in response to changing regulatory requirements in this area could result in legal liability or impairment to our reputation in the marketplace. Further, regulatory initiatives in the area of data protection are more frequently including provisions allowing authorities to impose substantial fines and penalties, and therefore, failure to comply could also have a significant financial impact.

 

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Changes in regulation, including changes in regulations related to health and welfare plans, fiduciary rules, pension reform, payroll and data privacy and data usage, their application and interpretation could have an adverse effect on our business.

In addition to the complexity of the laws and regulations themselves, the development of new laws and regulations, changes in application or interpretation of laws and regulations and our continued operational changes and development into new jurisdictions and new service offerings also increases our legal and regulatory compliance complexity as well as the type of governmental oversight to which we may be subject. These changes in laws and regulations could mandate significant and costly changes to the way we implement our services and solutions or could impose additional licensure requirements or costs to our operations and services. Furthermore, as we enter new jurisdictions or lines of businesses and other developments in our services, we may become subject to additional types of laws and policies and governmental oversight and supervision. In all jurisdictions, the applicable laws and regulations are subject to amendment or interpretation by regulatory authorities. In addition, new regulatory or industry developments could create an increase in competition that could adversely affect us. These potential developments include:

 

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changes in regulations relating to health and welfare plans including potential challenges or changes to the Patient Protection and Affordable Care Act, expansion of government-sponsored coverage through Medicare or the creation of a single payer system;

 

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changes in regulations relating to fiduciary rules;

 

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changes in regulations relating to defined contribution and defined benefit plans, including pension reform that could decrease the attractiveness of certain of our retirement products and services to retirement plan sponsors and administrators or have an unfavorable effect on our ability to earn revenues from these products and services;

 

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changes in regulations relating to payroll processing and payments or withholding taxes or other required deductions;

 

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additional requirements respecting data privacy and data usage in jurisdictions in which we operate that may increase our costs of compliance and potentially reduce the manner in which data can be used by us to develop or further our product offerings;

 

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changes to regulations of producers, brokers, agents or third-party administrators that may alter operational costs, the manner in which we market or are compensated for certain services or other aspects of our business;

 

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changes to regulations or additional regulations resulting from COVID-19 such as the Coronavirus Aid, Relief, and Economic Security (CARES) Act, the Coronavirus Response and Relief Supplemental Appropriations Act of 2021 or equivalent state or local initiatives; and

 

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additional regulations or revisions to existing regulations promulgated by other regulatory bodies in jurisdictions in which we operate.

For example, there have been, and likely will continue to be, legislative and regulatory proposals at the federal and state levels directed at addressing the availability of healthcare and containing or lowering the cost of healthcare. Although we cannot predict the ultimate content or timing of any healthcare reform legislation, potential changes resulting from any amendment, repeal or replacement of these programs, including any reduction in the future availability of healthcare insurance benefits, could adversely affect our business and future results of operations. Further, the federal government from time to time considers pension reform legislation, which could negatively impact our sales of defined benefit or defined contribution plan products and services and cause sponsors to discontinue existing plans for which we provide administrative or other services. Certain tax-favored savings initiatives that have been proposed could hinder sales and persistency of our products and services that support employment-based retirement plans.

Our services are also the subject of ever-evolving government regulation, either because the services provided to or business conducted by our clients are regulated directly or because third parties upon whom we

 

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rely to provide services to our clients are regulated, thereby indirectly impacting the manner in which we provide services to those clients. Changes in laws, government regulations or the way those regulations are interpreted in the jurisdictions in which we operate could affect the viability, value, use or delivery of benefits and HR programs, including changes in regulations relating to health and welfare plans (such as medical), defined contribution plans (such as 401(k)), defined benefit plans (such as pension) or payroll delivery, may adversely affect the demand for, or profitability of, our services.

Our business performance and growth plans could be negatively affected if we are not able to effectively apply technology in driving value for our clients or gaining internal efficiencies. Conversely, investments in innovative product offerings may fail to yield sufficient return to cover their costs.

Our success depends, in part, on our ability to develop and implement new or revised solutions that anticipate and keep pace with rapid and continuing changes in technology, industry standards and client preferences. We may not be successful in anticipating or responding to these developments on a timely and cost-effective basis, and our ideas may not be accepted in the marketplace. Additionally, the effort to gain technological expertise and develop new technologies requires us to incur significant expenses.

If we cannot offer new technologies as quickly as our competitors or if our competitors develop more cost-effective technologies, it could have a material adverse effect on our ability to obtain and complete client engagements. Innovations in software, cloud computing or other technologies that alter how our services are delivered could significantly undermine our investments in our business if we are slow or unable to take advantage of these developments.

We are continually developing and investing in innovative and novel service offerings, including a recent transition to a business process as a service (“BPaaS”) offering, which we believe will address needs that we identify in the markets. In some cases, our BPaaS offerings may require new or unique pricing structures, which may include performance guarantees or fees at risk that differ significantly from our historical practices. These initiatives carry the risks associated with any new solution development effort, including cost overruns, delays in delivery and implementation and performance issues. There can be no assurance that we will be successful in developing, marketing and selling new solutions or enhancements that meet these changing demands, that we will not experience difficulties that could delay or prevent the successful development, implementation, introduction and marketing of these solutions or enhancements, or that our new solutions and enhancements will adequately meet the demands for the marketplace and achieve market acceptance. Any of these developments could have an adverse impact on our future revenue and/or business prospects. Nevertheless, for those efforts to produce meaningful value, we are reliant on a number of other factors, some of which are outside of our control, to deem them suitable, and whether those parties will find them suitable will be subject to their own particular circumstances.

We are subject to professional liability claims against us as well as other contingencies and legal proceedings relating to our delivery of services, some of which, if determined unfavorably to us, could have an adverse effect on our financial condition or results of operations.

We assist our clients with outsourcing various HR functions. Third parties may allege that we are liable for damages arising from these services in professional liability claims against us. Such claims could include, for example, the failure of our employees or sub-agents, whether negligently or intentionally, to correctly execute transactions. It is not always possible to prevent and detect errors and omissions, and the precautions we take may not be effective in all cases. In addition, we are subject to other types of claims, litigation and proceedings in the ordinary course of business, which along with professional liability claims, may seek damages, including punitive damages, in amounts that could, if awarded, have a material adverse impact on our financial position, earnings and cash flows. In addition to potential liability for monetary damages, such claims or outcomes could harm our reputation or divert management resources away from operating our business. While we maintain insurance to cover various aspects of such professional liability and other claims, such coverage may not be

 

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adequate or applicable for certain claims or in the event of an adverse outcome related to such claims. In such circumstances, we would be responsible for payment of amounts that are not covered by insurance and that could have a material adverse impact on our business. In some cases, due to other business considerations, we may elect to pay or settle professional liability or other claims even where we may not be contractually or legally obligated to do so.

Accruals for exposures, and related insurance receivables, when applicable to us, have been provided to the extent that losses are deemed probable and are reasonably estimable. These accruals and receivables are adjusted from time to time as developments warrant and may also be adversely affected by disputes we may have with our insurers over coverage. Amounts related to our settlement provisions are recorded in other general expenses in our statements of income.

The ultimate outcome of these claims, lawsuits and proceedings cannot be ascertained, and liabilities in indeterminate amounts may be imposed on us. It is possible that our future results of operations or cash flows for any particular quarterly or annual period could be materially affected by an unfavorable resolution of these matters.

We may become involved in claims, litigation or other proceedings that could harm the value of our business.

We are subject to, and may become a party to, various claims, lawsuits or other proceedings that arise in the ordinary course of our business. Our business is subject to the risk of litigation or other proceedings involving current and former employees, clients, partners, suppliers, shareholders or others. For example, participants in our clients’ benefit plans could claim that we did not adequately protect their data or secure access to their accounts. Regardless of the merits of the claims, the cost to defend litigation may be significant, and such matters can be time-consuming and divert management’s attention and resources. The outcomes of such matters in the ordinary course of our business are inherently uncertain, and adverse judgments or settlements could have a material adverse impact on our financial position or results of operations. In addition, we may become subject to future lawsuits, claims, audits and investigations, or suits, any of which could result in substantial costs and divert our attention and resources. Any claims or litigation, even if fully indemnified or insured, could damage our reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future.

Our failure to protect our intellectual property rights, or allegations that we have infringed on the intellectual property rights of others, could harm our reputation, ability to compete effectively and financial condition.

To protect our intellectual property rights, we rely on a combination of trademark laws, copyright laws, patent laws, trade secret protection, confidentiality agreements and other contractual arrangements with our affiliates, employees, clients, strategic partners and others. However, the protective steps that we take may be inadequate to deter misappropriation of our proprietary information and technology. In addition, we may be unable to detect the unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. Further, effective trademark, copyright, patent and trade secret protection may not be available in every country in which we offer our services or competitors may develop products similar to our products that do not conflict with our related intellectual property rights. Failure to protect our intellectual property adequately could harm our reputation and affect our ability to compete effectively.

In addition, to protect or enforce our intellectual property rights, we may initiate litigation against third parties, such as infringement suits or interference proceedings. Third parties may assert intellectual property rights claims against us, which may be costly to defend, could require the payment of damages and could limit our ability to use or offer certain technologies, products or other intellectual property. Any intellectual property claims, with or without merit, could be expensive, take significant time and divert management’s attention from other business concerns. Successful challenges against us could require us to modify or discontinue our use of technology or business processes where such use is found to infringe or violate the rights of others, or require us to purchase licenses from third parties (which may not be available on terms acceptable to us, or at all), any of which could adversely affect our business, financial condition and operating results.

 

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We might not be successful at acquiring, investing in or integrating businesses, entering into joint ventures or divesting businesses.

We expect to continue pursuing strategic and targeted acquisitions, investments and joint ventures to enhance or add to our skills and capabilities or offerings of services and solutions, or to enable us to expand in certain geographic and other markets. For example, we previously acquired Hodges-Mace Holdings, LLC, a provider of employee benefits technology, communications and custom enrollment services and Northgate Information Solutions Limited, a leading provider of global HR and payroll services. More recently, in 2020 we acquired Choice Health Insurance LLC, which supports enrollment into Medicare Advantage plan coverage by eligible retirees. We may not successfully identify suitable investment opportunities. We also might not succeed in completing targeted transactions or achieve desired results of operations.

Furthermore, we face risks in successfully integrating any businesses we might acquire or create through a joint venture. Ongoing business may be disrupted, and our management’s attention may be diverted by acquisition, investment, transition or integration activities. In addition, we might need to dedicate additional management and other resources, and our organizational structure could make it difficult for us to efficiently integrate acquired businesses into our ongoing operations and assimilate and retain employees of those businesses into our culture and operations. The potential loss of key executives, employees, customers, suppliers and other business partners of businesses we acquire may adversely impact the value of the assets, operations or businesses. Furthermore, acquisitions or joint ventures may result in significant costs and expenses, including those related to retention payments, equity compensation, severance pay, early retirement costs, intangible asset amortization and asset impairment charges, assumed litigation and other liabilities, and legal, accounting and financial advisory fees, which could negatively affect our profitability. We may have difficulties as a result of entering into new markets where we have limited or no direct prior experience or where competitors may have stronger market positions.

We might fail to realize the expected benefits or strategic objectives of any acquisition, investment or joint venture we undertake. We might not achieve our expected return on investment or may lose money. We may be adversely impacted by liabilities that we assume from a company we acquire or in which we invest, including from that company’s known and unknown obligations, intellectual property or other assets, terminated employees, current or former clients or other third parties. In addition, we may fail to identify or adequately assess the magnitude of certain liabilities, shortcomings or other circumstances prior to acquiring, investing in or partnering with a company, including potential exposure to regulatory sanctions or liabilities resulting from an acquisition target’s previous activities, internal controls and security environment. If any of these circumstances occurs, they could result in unexpected legal or regulatory exposure, unfavorable accounting treatment, unexpected increases in taxes or other adverse effects on our business. Litigation, indemnification claims and other unforeseen claims and liabilities may arise from the acquisition or operation of acquired businesses. If we are unable to complete the number and kind of investments for which we plan, or if we are inefficient or unsuccessful at integrating any acquired businesses into our operations, we may not be able to achieve our planned rates of growth or improve our market share, profitability or competitive position in specific markets or services.

We periodically evaluate, and have engaged in, the disposition of assets and businesses. Divestitures could involve difficulties in the separation of operations, services, products and personnel, the diversion of management’s attention, the disruption of our business and the potential loss of key employees. After reaching an agreement with a buyer for the disposition of a business, the transaction may be subject to the satisfaction of pre-closing conditions, including obtaining necessary regulatory and government approvals, which, if not satisfied or obtained, may prevent us from completing the transaction. Divestitures may also involve continued financial involvement in or liability with respect to the divested assets and businesses, such as indemnities or other financial obligations, in which the performance of the divested assets or businesses could impact our results of operations. Any divestiture we undertake could adversely affect our results of operations.

 

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Our growth depends in part on the success of our strategic partnerships with third parties.

We enter into strategic partnerships with third parties to enhance and extend the capabilities of our solutions in the ordinary course of our business. In order to continue to grow our business and enhance and extend our capabilities, we anticipate that we will continue to depend on the continuation and expansion of our strategic partnerships with third parties. Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources.

If we are unsuccessful in establishing or maintaining our relationships with third parties, if we fail to comply with material terms (such as maintaining any required certifications) or if our strategic partners fail to perform as expected, our ability to compete in the marketplace or to grow our revenues could be impaired, which could adversely affect our business, financial condition, and results of operations. Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our solutions or increased revenues.

Our business is dependent on continued interest in outsourcing.

Our business and growth depend in large part on continued interest in outsourced services. Outsourcing means that an entity contracts with a third party, such as us, to provide services rather than perform such services in-house. There can be no assurance that this interest will continue, as organizations may elect to perform such services themselves and/or the business process outsourcing industry could move to an as-a-service model, thereby eliminating traditional outsourcing tasks. A significant change in this interest in outsourcing could materially adversely affect our results of operations and financial condition.

Our success depends on our ability to retain and attract experienced and qualified personnel, including our senior management team and other professional personnel.

We depend upon the members of our senior management team who possess extensive knowledge and a deep understanding of our business and our strategy. The unexpected loss of any of our senior management team could have a disruptive effect adversely impacting our ability to manage our business effectively and execute our business strategy. Competition for experienced professional personnel is intense, particularly for technology professionals in the areas in which we operate, and we are constantly working to retain and attract these professionals. If we cannot successfully do so, our business, operating results and financial condition could be adversely affected. We must develop our personnel to provide succession plans capable of maintaining continuity in the midst of the inevitable unpredictability of personnel retention. While we have plans for key management succession and long-term compensation plans designed to retain the senior employees, if our succession plans do not operate effectively, our business could be adversely affected.

Our inability to successfully recover should we experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm or legal liability.

Our operations are dependent upon our ability to protect our personnel, offices and technology infrastructure against damage from business continuity events that could have a significant disruptive effect on our operations. Should we or a key vendor or other third party experience a local or regional disaster or other business continuity problem, such as an earthquake, hurricane, terrorist attack, pandemic, such as the recent COVID-19 pandemic, security breach, power loss, telecommunications failure or other natural or man-made disaster, our continued success will depend, in part, on the availability of our personnel, office facilities and the proper functioning of existing, new or upgraded computer systems, telecommunications and other related systems and operations. In events like these, while our operational size, the multiple locations from which we operate and our existing back-up systems provide us with some degree of flexibility, we still can experience near-term operational challenges with regard to particular areas of our operations. We could potentially lose access to key executives and personnel, client data or experience material adverse interruptions to our operations or delivery of services to our clients in a disaster recovery scenario.

 

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We regularly assess and take steps to improve upon our existing business continuity plans and key management succession. However, a disaster on a significant scale or affecting certain of our key operating areas within or across regions, or our inability to successfully recover should we experience a disaster or other business continuity problem, could materially interrupt our business operations and cause material financial loss, loss of human capital, regulatory actions, reputational harm, damaged client relationships or legal liability.

If our clients are not satisfied with our services, we may face additional cost, loss of profit opportunities and damage to our reputation or legal liability.

We depend, to a large extent, on our relationships with our clients and our reputation to understand our clients’ needs and deliver solutions and services that are tailored to satisfy those needs. If a client is not satisfied with our services, it may be damaging to our business and could cause us to incur additional costs and impair profitability. Many of our clients are businesses that band together in industry groups and/or trade associations and actively share information among themselves about the quality of service they receive from their vendors. Accordingly, poor service to one client may negatively impact our relationships with multiple other clients. Moreover, if we fail to meet our contractual obligations, we could be subject to legal liability or loss of client relationships.

Damage to our reputation could have a material adverse effect on our business.

Our reputation is a key asset of our business. Our ability to attract and retain clients is highly dependent upon the external perceptions of our level of service, trustworthiness, business practices, financial condition and other subjective qualities. Negative perceptions or publicity regarding these matters could erode trust and confidence and damage our reputation among existing and potential clients, which could make it difficult for us to attract new clients and maintain existing ones as mentioned above. Negative public opinion could also result from actual or alleged conduct by us or those currently or formerly associated with us in any number of activities or circumstances, including operations, regulatory compliance, and the use and protection of data and systems, satisfaction of client expectations, and from actions taken by regulators or others in response to such conduct. This damage to our reputation could further affect the confidence of our clients, rating agencies, regulators, stockholders and the other parties in a wide range of transactions that are important to our business having a material adverse effect on our business, financial condition and operating results.

We depend on licenses of third-party software to provide our services. The inability to maintain these licenses or errors in the software we license could result in increased costs, or reduced service levels, which would adversely affect our business.

Our applications incorporate certain third-party software obtained under licenses from other companies. We anticipate that we will continue to rely on such third-party software and development tools from third parties in the future. Although we believe that there are commercially reasonable alternatives to the third-party software we currently license, this may not always be the case, or it may be difficult or costly to replace. In addition, integration of the software used in our applications with new third-party software may require significant work and require substantial investment of our time and resources. To the extent that our applications depend upon the successful operation of third-party software in conjunction with our software, any undetected errors or defects in this third-party software could prevent the deployment or impair the functionality of our own applications, delay new application introductions, result in a failure of our applications and injure our reputation. Our use of additional or alternative third-party software would require us to enter into license agreements with third parties.

We rely on third parties to perform key functions of our business operations and to provide services to our clients. These third parties may act in ways that could harm our business.

As we continue to focus on reducing the expense necessary to support our operations, we have increasingly used outsourcing strategies for a significant portion of our information technology and business functions. We

 

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rely on third parties, and in some cases subcontractors, to provide services, data and information such as technology, information security, funds transfers, data processing, and administration and support functions that are critical to the operations of our business. We expect to continue to assess and potentially expand such relationships in the future. As we do not fully control the actions of these third parties, we are subject to the risk that their decisions may adversely impact us and replacing these service providers could create significant delay and expense. A failure by the third parties to comply with service level agreements or regulatory or legal requirements, in a high quality and timely manner, particularly during periods of our peak demand for their services, could result in economic and reputational harm to us. In addition, these third parties face their own technology, operating, business and economic risks, and any significant failures by them, including the improper use or disclosure of our confidential client, employee, or business information, could cause harm to our reputation. An interruption in or the cessation of service by any service provider as a result of systems failures, capacity constraints, financial difficulties or for any other reason could disrupt our operations, impact our ability to offer certain products and services, and result in contractual or regulatory penalties, liability claims from clients and/or employees, damage to our reputation and harm to our business.

Our business is exposed to risks associated with the handling of client funds.

Our business handles payroll processing, retirement and health plan administration and related services for certain clients. Consequently, at any given time, we may be holding or directing funds of our clients and their employees, while payroll or benefit plan payments are processed. This function creates a risk of loss arising from, among other things, fraud by employees or third parties, execution of unauthorized transactions or errors relating to transaction processing. We are also potentially at risk in the event the financial institution in which these funds are held suffers any kind of insolvency or liquidity event or fails, for any reason, to deliver their services in a timely manner. The occurrence of any of these types of events in connection with this function could cause us financial loss and reputational harm.

We are subject to extensive governmental regulation, which could reduce our profitability, limit our growth, or increase competition.

Our business is subject to extensive legal and regulatory oversight throughout the world including a variety of laws, rules, and regulations addressing, among other things, licensing, data privacy and protection, wage and hour standards, employment and labor relations, occupational health and safety, environmental matters, anti-competition, anti-corruption, economic sanctions, currency, reserves and government contracting. This legal and regulatory oversight could reduce our profitability or limit our growth by increasing the costs of legal and regulatory compliance; by limiting or restricting the products or services we sell, the markets we enter, the methods by which we sell our services, the prices we can charge for our services, and the form of compensation we can accept from our clients and third parties; or by subjecting our business to the possibility of legal and regulatory actions or proceedings.

The global nature of our operations increases the complexity and cost of compliance with laws and regulations, including training and employee expenses, adding to our cost of doing business. In addition, many of these laws and regulations may have differing or conflicting legal standards across jurisdictions, increasing further the complexity and cost of compliance. In emerging markets and other jurisdictions with less developed legal systems, local laws and regulations may not be established with sufficiently clear and reliable guidance to provide us adequate assurance that we are operating our business in a compliant manner with all required licenses or that our rights are otherwise protected. In addition, certain laws and regulations, such as the Foreign Corrupt Practices Act in the United States and similar laws in other jurisdictions in which we operate, could impact our operations outside of the legislating country by imposing requirements for the conduct of overseas operations, and in a number of cases, requiring compliance by foreign subsidiaries. We are also subject to economic and trade sanctions programs, including those administered by the U.S. Treasury Department’s Office of Foreign Assets Control, which prohibit or restrict transactions or dealings with specified countries, their governments, and in certain circumstances, their nationals, and with individuals and entities that are specially designated, including narcotics traffickers and terrorists or terrorist organizations, among others.

 

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We have implemented policies and procedures to monitor and address compliance with applicable anti-corruption, economic and trade sanctions and anti-money laundering laws and regulations, and we are continuously in the process of reviewing, upgrading and enhancing certain of our policies and procedures. However, our employees, consultants or agents may still take actions in violation of our policies for which we may be ultimately responsible, or our policies and procedures may be inadequate or may be determined to be inadequate by regulators. Any violations of applicable anti-corruption, economic and trade sanctions or anti-money laundering laws or regulations could limit certain of our business activities until they are satisfactorily remediated and could result in civil and criminal penalties, including fines that could damage our reputation and have a materially adverse effect on our results of operation or financial condition.

Our global operations and growth strategy expose us to various international risks that could adversely affect our business.

Our operations are conducted globally. Additionally, one aspect of our growth strategy is to expand in key markets around the world. Accordingly, we are subject to legal, economic and market risks associated with operating in, and sourcing from, foreign countries, including:

 

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difficulties in staffing and managing our foreign offices, such as unexpected wage inflation or job turnover, increased travel and infrastructure costs, as well as legal and compliance costs associated with multiple international locations;

 

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fluctuations or unexpected volatility in foreign currency exchange rates;

 

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imposition or increase of investment and other restrictions by foreign governments;

 

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longer payment cycles;

 

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greater difficulties in accounts receivable collection;

 

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insufficient demand for our services in foreign jurisdictions;

 

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our ability to execute effective and efficient cross-border sourcing of services on behalf of our clients;

 

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restrictions on the import and export of technologies; and

 

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trade barriers, tariffs or sanctions laws.

If we are unable to manage the risks of our global operations and geographic expansion strategy, our results of operations and ability to grow could be materially adversely affected.

Our global delivery capability is concentrated in certain key operational centers, which may expose us to operational risks.

Our business model is dependent on our global delivery capability, which includes employees and third-party personnel based at various delivery centers around the world. While these delivery centers are located throughout the world, we have based large portions of our delivery capability in Spain, India and the Philippines. Concentrating our global delivery capability in these locations presents operational risks, many of which are beyond our control. For example, natural disasters and public health threats, particularly the COVID-19 pandemic, could impair the ability of our people to safely travel to and work in our facilities and disrupt our ability to perform work through those delivery centers. As a result of the COVID-19 pandemic, many of our employees have transitioned to “work-from-home” arrangements. The significant increase in remote working and potential reduction in real estate footprint as a result could exacerbate certain risks to our business, including after the COVID-19 pandemic recedes in the future. Additionally, other countries may experience political instability, worker strikes, civil unrest and hostilities with neighboring countries. If any of these circumstances occurs, we have a greater risk that interruptions in communications with our clients and other locations and personnel, and any down-time in important processes we operate for clients, could result in a material adverse effect on our results of operations and our reputation in the marketplace.

 

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The profitability of our engagements with clients may not meet our expectations due to unexpected costs, cost overruns, early contract terminations, unrealized assumptions used in our contract bidding process or the inability to maintain our prices.

Our profitability is highly dependent upon our ability to control our costs and improve our efficiency. As we adapt to change in our business, adapt to the regulatory environment, enter into new engagements, acquire additional businesses and take on new employees in new locations, we may not be able to manage our large, diverse and changing workforce, control our costs or improve our efficiency. In addition, certain client contracts may include unique or heavily customized requirements that limit our ability to fully recognize economies of scale across our business units.

Most new outsourcing arrangements undergo an implementation process whereby our systems and processes are customized to match a client’s plans and programs. The cost of this process is estimated by us and often only partially funded (if at all) by our clients. If the actual implementation expense exceeds our estimate or if the ongoing service cost is greater than anticipated, the client contract may be less profitable than expected. Even though outsourcing clients typically sign long-term contracts, many of these contracts may be terminated at any time, with or without cause, by the client upon written notice, typically between 90 to 360 days before expiration.

In such cases, our clients are generally required to pay a termination fee; however, this amount may not be sufficient to offset the costs we incurred in connection with the implementation and system set-up or fully compensate us for the profit we would have received if the contract had not been cancelled. A client may choose to delay or terminate a current or anticipated project as a result of factors unrelated to our work product or progress, such as the business or financial condition of the client or general economic conditions. When any of our engagements are terminated, we may not be able to eliminate associated ongoing costs or redeploy the affected employees in a timely manner to minimize the impact on profitability. Any increased or unexpected costs or unanticipated delays in connection with the performance of these engagements, including delays caused by factors outside our control, including the effects of the COVID-19 pandemic, could have an adverse effect on our profit margin.

Our profit margin, and therefore our profitability, is largely a function of the rates we are able to charge for our services and the staffing costs for our personnel. Accordingly, if we are not able to maintain the rates we charge for our services or appropriately manage the staffing costs of our personnel, we may not be able to sustain our profit margin and our profitability will suffer. The prices we are able to charge for our services are affected by a number of factors, including competitive factors, cost of living adjustment provisions, the extent of ongoing clients’ perception of our ability to add value through our services and general economic conditions. Our profitability is largely based on our ability to drive cost efficiencies during the term of our contracts for our services provided to customers. If we cannot drive suitable cost efficiencies, our profit margins will suffer.

We might not be able to achieve the cost savings required to sustain and increase our profit margins.

We provide our outsourcing services over long-term periods for variable or fixed fees that generally are less than our clients’ historical costs to provide for themselves the services we contract to deliver. Clients’ demand for cost reductions may increase over the term of the agreement. As a result, we bear the risk of increases in the cost of delivering services to our clients, and our margins associated with particular contracts will depend on our ability to control our costs of performance under those contracts and meet our service commitments cost-effectively. Over time, some of our operating expenses will increase as we invest in additional infrastructure and implement new technologies to maintain our competitive position and meet our client service commitments. We must anticipate and respond to the dynamics of our industry and business by using quality systems, process management, improved asset utilization and effective supplier management tools. We must do this while continuing to grow our business so that our fixed costs are spread over an increasing revenue base. If we are not able to achieve this, our ability to sustain and increase profitability may be reduced.

 

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Changes in our accounting estimates and assumptions could negatively affect our financial position and results of operations.

Our financial statements were prepared in conformity with GAAP which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of our financial statements. We are also required to make certain judgments that affect the reported amounts of revenues and expenses during each reporting period. We periodically evaluate our estimates and assumptions including, but not limited to, those relating to recoverability of assets including customer receivables, contingencies, income taxes and estimates and assumptions used for our long-term contracts. We base our estimates on historical experience and various assumptions that we believe to be reasonable based on specific circumstances. These assumptions and estimates involve the exercise of judgment and discretion, which may evolve over time in light of operational experience, regulatory direction, developments in accounting principles and other factors. Actual results could differ from these estimates, or changes in assumptions, estimates or policies or the developments in the business or the application of accounting principles related to long-term contracts may change our initial estimates of future contract results, which could materially affect our business and results of operations.

We may be required to record goodwill or other long-lived asset impairment charges, which could result in a significant charge to earnings.

Under GAAP, we review our long-lived assets, such as goodwill, intangible assets and fixed assets, for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is assessed for impairment at least annually. Factors that may be considered in assessing whether goodwill or other long-lived assets may not be recoverable include reduced estimates of future cash flows and slower growth rates in our industry. We may experience unforeseen circumstances that adversely affect the value of our goodwill or other long-lived assets and trigger an evaluation of the recoverability of the recorded goodwill and other long-lived assets. Future goodwill or other long-lived asset impairment charges could materially impact our financial statements.

Our work with government clients exposes us to additional risks inherent in the government contracting environment.

A portion of our revenues is derived from contracts with or on behalf of national, state and local governments and their agencies. In some cases, our services to public sector clients are provided though or dependent upon relationships with third parties. Government contracts are subject to heightened contractual risks compared to contracts with non-governmental commercial clients. For example, government contracts often contain high or unlimited liability for breaches. Additionally, government contracts are generally subject to audits and investigations by government agencies. If the government discovers improper or illegal activities or contractual non-compliance (including improper billing), we may be subject to various civil and criminal penalties and administrative sanctions, which may include termination of contracts, forfeiture of profits, suspension of payments, fines and suspensions or debarment from doing business with the government. Also, the qui tam provisions of the federal and various state civil False Claims Acts authorize a private person to file civil actions under these statutes on behalf of the federal and state governments. Further, the negative publicity that could arise from any such penalties, sanctions or findings could have an adverse effect on our reputation and reduce our ability to compete for new contracts with both government and commercial clients. Moreover, government entities typically finance projects through appropriated funds. While these projects are often planned and executed as multi-year projects, government entities usually reserve the right to change the scope of or terminate these projects for lack of approved funding or at their convenience. Changes in government or political developments, including budget deficits, shortfalls or uncertainties, government spending reductions or other debt or funding constraints, could result in lower governmental sales and our projects being reduced in price or scope or terminated altogether, which also could limit our recovery of incurred costs, reimbursable expenses and profits on work completed prior to the termination. Any of the occurrences and conditions described above could have a material adverse effect on our business, financial condition and operating results.

 

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We could be adversely affected by changes in applicable tax laws, regulations, or administrative interpretations thereof.

We could be adversely affected by changes in applicable tax laws, regulations, or administrative interpretations thereof. For example, the U.S. federal tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “TCJA”), enacted in December 2017, resulted in fundamental changes to the Code, including, among many other things, a reduction to the federal corporate income tax rate, a partial limitation on the deductibility of business interest expense, a limitation on the deductibility of certain director and officer compensation expense, limitations on net operating loss carrybacks and carryovers and changes relating to the scope and timing of U.S. taxation on earnings from international business operations. Subsequent legislation, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted on March 27, 2020, relaxed certain of the limitations imposed by the Tax Act for certain taxable years, including the limitation on the use and carryback of net operating losses and the limitation on the deductibility of business interest expense. The exact impact of the Tax Act and the CARES Act for future years is difficult to quantify, but these changes could materially affect our investors, the companies in which our funds invest, or us. In addition, other changes could be enacted in the future to increase the corporate tax rate, limit further the deductibility of interest, subject carried interests to more onerous taxation or effect other changes that could have a material adverse effect on our business, results of operations and financial condition. Such changes could also include increases in state taxes and other changes to state tax laws to replenish state and local government finances depleted by costs attributable to the COVID-19 pandemic and the reduction in tax revenues due to the accompanying economic downturn.

In addition, our effective tax rate and tax liability are based on the application of current income tax laws, regulations and treaties. These laws, regulations and treaties are complex, and the manner which they apply to us and our funds and diverse set of business arrangements is often open to interpretation. Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. The tax authorities could challenge our interpretation of laws, regulations and treaties, resulting in additional tax liability or adjustment to our income tax provision that could increase our effective tax rate. Changes to tax laws may also adversely affect our ability to attract and retain key personnel.

A third party attempting to acquire us or a substantial position in our Class A common stock may be limited by the operation of FINRA Rule 1017.

One of our wholly owned subsidiaries, Alight Financial Solutions, LLC (“AFS”), is a member in good standing with the Financial Industry Regulatory Authority (“FINRA”), and is subject to change in ownership or control regulations as a result. FINRA’s Rule 1017 requires that any member of FINRA file an application for approval of any change in ownership that would result in one person or entity directly or indirectly owning or controlling 25% or more of member firm’s equity capital. A “substantially complete” application must be filed at least 30 days prior to effecting a change. The approval process under Rule 1017 can take six months or more to complete. The required FINRA process under Rule 1017, including the required 30-day notice period before effecting a change in ownership, could hinder or delay a third party in any effort to acquire us or a substantial position in the Company Class A common stock following the business combination, where such acquisition would result in the applicable person or persons, directly or indirectly, owning or controlling 25% or more of AFS. It is a condition to the completion of the Business Combination that we obtain FINRA’s approval of AFS’ Continuing Membership Application, or “CMA”, relating to the change in the indirect equity ownership of AFS resulting from the Business Combination under Rule 1017. We have filed a Continuing Membership Application in connection with the Business Combination, which FINRA has deemed substantially complete as of February 23, 2021. There can be no assurance that FINRA will ultimately approve the CMA. A denial of the CMA could prevent or delay the completion of the Business Combination or result in an unwinding of the Business Combination or AFS withdrawing its broker-dealer registration, either of which could have a material adverse effect on our business, results of operations or future prospects. A denial of any other application AFS has made under Rule 1017 could also have a material adverse effect on us.

 

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Risks Related to FTAC and the Business Combination

FTAC has no operating history and its results of operations and those of the post-combination company may differ significantly from the unaudited pro forma financial data included in this proxy statement/prospectus/consent solicitation statement.

FTAC is a development stage blank check company, and as it has no operating history or results.

This proxy statement/prospectus/consent solicitation statement includes unaudited pro forma condensed combined financial statements for the post-combination company. The unaudited pro forma condensed combined balance sheet as of December 31, 2020 combines the audited balance sheet of FTAC as of December 31, 2020 and the audited consolidated balance sheet of Tempo Holdings as of December 31, 2020 on a pro forma basis as if the Business Combination had been consummated on December 31, 2020. The combine the audited statement of operations of FTAC for the period from March 26, 2020 (inception) through December 31, 2020 and the audited consolidated statement of operations of Tempo Holdings for the year ended December 31, 2020 on a pro forma basis as if the Business Combination had been consummated on January 1, 2020, the beginning of the earliest period presented.

The unaudited pro forma condensed combined financial information is based upon, and should be read together with the accompanying notes to the unaudited pro forma condensed combined financial statements, the audited financial statements of FTAC and related notes, the Tempo Holdings 2020 audited condensed consolidated financial statements and related notes, the sections of this proxy statement/prospectus/consent solicitation statement entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of FTAC” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alight” and other financial information included elsewhere in this proxy statement/prospectus/consent solicitation statement. The unaudited pro forma condensed combined financial information has been presented for informational purposes only and is not necessarily indicative of what the combined company’s financial position or results of operations would have been had the Business Combination and related transactions been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the Company following the consummation of the Business Combination. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

The Sponsor Parties have agreed to vote in favor of the Business Combination, regardless of how the FTAC Public Stockholders vote.

In connection with the Business Combination, the Sponsor Parties have each agreed to vote all of the shares of FTAC common stock that they own in favor of the Business Combination. As of the date of this proxy statement/prospectus/consent solicitation statement, the Sponsor Parties collectively own approximately 20% of the outstanding shares of FTAC common stock as a result of the Founders’ and the FTAC Independent Directors’ ownership of all of the outstanding shares of FTAC class B common stock. Accordingly, it is more likely that the Business Combination Proposal and the other required stockholder approvals will be received than would be the case if the Sponsor Parties agreed to vote their shares of FTAC common stock in proportion to the votes cast by the FTAC Public Stockholders.

FTAC may not be able to complete the Business Combination or any other business combination within the prescribed time frame, in which case FTAC would cease all operations, except for the purpose of winding up and FTAC would redeem the FTAC Public Shares and liquidate.

If FTAC does not complete an initial business combination by May 29, 2022, it must cease operation and redeem 100% of the outstanding shares of FTAC Class A common Stock. FTAC may not be able to consummate the Business Combination or any other business combination by such date. If FTAC has not completed any initial business combination by such date, it will: (i) cease all operations except for the purpose of winding up, (ii) as

 

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promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding FTAC Public Shares, which redemption will completely extinguish the FTAC Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of FTAC’s remaining stockholders and board of directors, dissolve and liquidate, subject in each case to FTAC’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Founders, certain members of the FTAC Board and certain FTAC officers have interests in the Business Combination that are different from or are in addition to those of other FTAC stockholders in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus/consent solicitation statement.

In considering the recommendation of the FTAC Board to vote in favor of approval of the Business Combination Proposal and the other proposals, FTAC stockholders should keep in mind that the Founders and the FTAC Insiders have interests in such proposals that are different from, or in addition to, those of FTAC stockholders generally. In particular:

 

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The fact that if the Business Combination or another initial business combination is not consummated by May 29, 2022, FTAC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding FTAC Public Shares for cash and, subject to the approval of its remaining stockholders and the FTAC Board, dissolving and liquidating. In such event, the 25,875,000 shares of FTAC class B common stock held by the Founders and the FTAC Independent Directors would be worthless because the holders thereof are not entitled to participate in any redemption or distribution with respect to such shares. Such shares of FTAC class B common stock would have had an aggregate market value of approximately $[●] based upon the closing price of $[●] per share of the FTAC class A common stock on the NYSE on [●], 2021, the record date for the FTAC special meeting.

 

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The fact that the Founders purchased an aggregate of 15,133,333 Private Placement Warrants from FTAC for an aggregate purchase price of $22,700,000 (or $1.50 per warrant). These purchases took place on a private placement basis simultaneously with the consummation of the FTAC IPO. A portion of the proceeds FTAC received from these purchases were placed in the Trust Account. Such warrants would have had an aggregate market value of approximately $[●] based upon the closing price of $[●] per warrant of the FTAC Public Warrants on the NYSE on [●], 2021, the record date for the FTAC special meeting. The Private Placement Warrants will become worthless if FTAC does not consummate a business combination by May 29, 2022.

 

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The fact that William P. Foley, II, [●] and [●] will become directors of the Company after the closing of the Business Combination. As such, in the future each will receive any cash fees and/or equity or equity-based awards that the Company Board determines to pay to its non-executive directors.

 

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If FTAC stockholders approve the Omnibus Incentive Plan Proposal and it becomes effective in connection with the Business Combination, following the closing of the Business Combination the Company anticipates making a grant of Performance-Based RSUs to Mr. Foley under the Omnibus Incentive Plan in fiscal year 2021. While the amount of the Performance-Based RSUs may ultimately change prior to the grant date, the Company anticipates that the aggregate estimated grant date dollar value of the Performance-Based RSUs granted to Mr. Foley (assuming achievement of the performance goals at target) will be $5,000,000. The Company anticipates that the vesting terms of Mr. Foley’s Performance-Based RSUs will be the same as those for the Performance-Based RSUs granted to the Company’s Named Executive Officers following the completion of the Business Combination. For additional information on the Omnibus Incentive Plan, see the section entitled “Proposal No. 5—The Omnibus Incentive Plan Proposal.” For a

 

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description of the anticipated terms of the Performance-Based RSUs, see the section entitled “Executive Compensation of Alight—Actions Taken in Connection with the Business Combination—Grants of New Equity Awards.”

 

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The fact that (a) certain of the directors of FTAC, including Messrs. Harris and Martire, and FTAC’s former Chairman and current strategic advisor, Mr. Foley also serve as directors of Cannae Holdings and that each of the officers of FTAC is also an officer of Cannae Holdings and (b) Messrs. Foley and Ammerman as well as Mr. Hagerty, a former FTAC director, also serve on the board of directors of Fidelity National Financial, Inc. (“FNF”) and Mr. Gravelle is also an officer of FNF. Upon completion of the Business Combination (assuming no redemptions), the Founders will hold shares of Company Class A common stock representing approximately 4.3% of the outstanding voting power of the Company, while Cannae will hold an approximately 7.4% voting interest and the FNF Subscribers (which are subsidiaries of FNF) will, collectively, have an approximately 2.8% voting interest.

 

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The fact that FTAC and/or the Company have entered into certain transactions with the FNF Subscribers, Cannae and certain directors and officers (or their affiliates or related persons) of FTAC, FNF and Cannae in connection with the Business Combination. These transactions include:

 

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Entry into Subscription Agreements for the purchase of shares of Company Class A common stock (at a purchase price of $10.00 per share) in connection with the completion of the Business Combination with (a) each of the FNF Subscribers (for an aggregate purchase price of $150,000,000) and (b) Cannae LLC (in the amount of $250,000,000). Each of the Subscription Agreements is in the same form as those entered into by the other PIPE Investors; however, in connection with the closing of their respective subscriptions, each of the FNF Subscribers and Cannae will receive a placement fee equal to 2.5% of the aggregate purchase price it will pay to the Company (equal to $[●], in the aggregate, among the FNF Subscribers and $[●] to Cannae). These fees match the placement fees (on a percentage basis) that would have otherwise been payable to the placement agents in connection with the PIPE Investment. The placement agents will not receive any placement fees in connection with the PIPE Investment by the FNF Subscribers and Cannae LLC.

 

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Entry into Subscription Agreements for the purchase of shares of Company Class A common stock (at a purchase price of $10.00 per share) in connection with the completion of the Business Combination with certain directors and officers (or their affiliates or related persons) of FTAC, FNF and Cannae. This includes Subscription Agreements with (a) Douglas Ammerman (in the amount of $300,000), (b) Richard N. Massey (in the amount of $1,000,000), (c) a trust of which Bryan Coy is the trustee (in the amount of $65,000) and (d) Michael L. (in the amount of $300,000). These Subscription Agreements are in the same form as those entered into by other PIPE Investors.

 

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Forward Purchase Agreements with Cannae Holdings (which Cannae Holdings has assigned to Cannae LLC) and THL for the purchase of FTAC class A common stock and FTAC Warrants for an aggregate purchase price each of $150,000,000.

 

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The fact that if FTAC is unable to complete a business combination prior to May 29, 2022 (unless the completion window is extended with the approval of FTAC stockholders), the Founders have agreed to be liable to FTAC if and to the extent any claims by a third party, including claims of target businesses or claims of vendors or other entities that are owed money by FTAC for services rendered or contracted for or products sold to FTAC (other than FTAC’s independent auditors), reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account (if less than $10.00 per share due to reductions in the value of the trust assets), in each case net of the interest that may be withdrawn to pay FTAC’s taxes (if any). If FTAC consummates the Business Combination, however, the Company will be liable for all such claims.

 

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The fact that FTAC’s officers and directors, and their affiliates, are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities performed on FTAC’s behalf, such as identifying and investigating possible business combination targets and business combinations. However, if FTAC fails to consummate a business combination within the completion window, they will not have any claim against the Trust Account for reimbursement. Accordingly, FTAC may not be able to reimburse these expenses if the Business Combination or any other initial business combination is not completed.

 

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The continued indemnification rights of FTAC’s directors and officers and the continuation of directors’ and officers’ liability insurance.

Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the business combination.

In connection with business combination transactions similar to the proposed Business Combination, it is not uncommon for lawsuits to be filed against the parties and/or their respective directors and officers alleging, among other things, that the proxy statement/prospectus/consent solicitation statement provided to stockholders contains false and misleading statements and/or omits material information concerning the transaction. Although no such lawsuits have yet been filed in connection with the Business Combination, it is possible that such actions may arise and, if such actions do arise, they generally seek, among other things, injunctive relief and an award of attorneys’ fees and expenses. Defending such lawsuits could require the Company, FTAC and/or Alight to incur significant costs and draw the attention of the Company’s, FTAC’s and Alight’s management teams away from the Business Combination. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the Business Combination is consummated may adversely affect the combined company’s business, financial condition, results of operations and cash flows. Such legal proceedings could delay or prevent the Business Combination from becoming effective within the expected timeframe.

The Business Combination is subject to the satisfaction of certain conditions, which may not be satisfied on a timely basis, if at all.

The consummation of the Business Combination is subject to customary closing conditions for transactions involving special purpose acquisition companies, including, among others:

 

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approval of the Business Combination Proposal, each of the FTAC Charter Amendment Proposals and the NYSE Proposal by FTAC stockholders;

 

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the expiration or termination of the waiting period under the HSR Act;

 

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receipt of other required regulatory approvals;

 

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no order, statute, rule or regulation enjoining or prohibiting the consummation of the Business Combination being in effect;

 

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FTAC having at least $5,000,001 of net tangible assets as of the closing of the Business Combination;

 

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the Form S-4 having become effective and no stop order being in effect;

 

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the Company Charter having been filed with the Delaware Secretary of State; and

 

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customary bring down conditions.

Additionally, the obligations of Tempo Holdings and the Tempo Blockers to consummate the Business Combination are conditioned upon, among other things, (i) the Available Cash Amount being at least $2,600,000,000 as of the closing of the Business Combination and (ii) each of the covenants of the parties to the Sponsor Agreement having been performed as of or prior to the closing of the Business Combination in all material respects, and none of such parties to the Sponsor Agreement having threatened (orally or in writing) that

 

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