Filed by Paysafe Limited
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Foley Trasimene Acquisition Corp. II
SEC File No.: 001-39456
Date: March 18, 2021
SUPPLEMENT TO
PROXY
STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF
FOLEY TRASIMENE ACQUISITION CORP. II
and
PROSPECTUS FOR UP
TO 146,703,345 COMMON SHARES, 48,901,115 WARRANTS AND 48,901,115
COMMON SHARES ISSUABLE UPON EXERCISE OF WARRANTS
OF
PAYSAFE LIMITED
Explanatory Note:
In connection with the
litigation described in the section entitled “Summary of the Proxy Statement / Prospectus—Litigation Matters” of the proxy statement/prospectus dated February 26, 2021 (the “Prospectus”) filed by Paysafe Limited, an
exempted limited company incorporated under the laws of Bermuda (the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, and forming a
part of the Registration Statement (the “Registration Statement”) on Form F-4 (File No. 333-251552) of the Company filed with the SEC on December 21,
2020, as amended and supplemented, the Company and Foley Trasimene Acquisition Corp. II, a Delaware corporation (“FTAC”), are providing certain additional disclosures that are supplemental to those contained in the Prospectus. This
disclosure relates only to the securities described in the Prospectus and should be read in conjunction with the Prospectus and Registration Statement, which we urge you to read in its entirety. The Registration Statement can be accessed
through the following link: https://www.sec.gov/Archives/edgar/data/1833835/000119312521055290/d18419df4a.htm.
Since the filing of
the Prospectus, FTAC, the members of FTAC’s board of directors, the Company, Paysafe Merger Sub Inc., Paysafe Group Holdings Limited, Paysafe Bermuda Holding LLC and Pi Jersey Holdco 1.5 Limited were named as defendants in a lawsuit filed in
the Supreme Court of the State of New York, County of New York, captioned Ludmer v. Foley Trasimene Acquisition Corp., et al., Index No. 651296/2021 (and together with the litigation described in the Prospectus, the “Stockholder
Litigation”). The complaint generally alleges that the Registration Statement is false and misleading and/or omits material information concerning the Transactions and asserts claims for breach of fiduciary duty against the FTAC board of
directors and claims for aiding and abetting against the other defendants. The complaint generally seeks, among other things, injunctive relief and an award of attorneys’ fees and expenses. Defendants believe the claims in the Stockholder
Litigation are without merit.
In addition to the Stockholder Litigation, FTAC has received two letters on behalf of putative stockholders
alleging that the Registration Statement is false and misleading and/or omits material information concerning the Transactions in violation of the federal securities laws and/or state law fiduciary duties (the “Stockholder Demands”). FTAC
believes these claims in the Stockholder Demands are without merit.
