FTAC II–Paysafe Merger $59.5M Class Action Settlement, Who Qualifies, How Payments Work and How to File by January 7, 2027

If you held shares of Foley Trasimene Acquisition Corp. II (FTAC II) Class A common stock on March 23, 2021 and did not redeem them before the Paysafe merger, you may be able to claim part of a $59.5 million cash settlement. Payment is not automatic. You must submit a Proof of Claim and Release online or by mail by January 7, 2027, and the Delaware Court of Chancery has not yet approved the deal. The settlement hearing is December 8, 2026.

Two things set this case apart from a typical investor settlement. The case is about SPAC redemption rights, not about stock bought on the open market after the merger. And the class is a non-opt-out class, so you cannot exclude yourself.

FTAC II Stockholder Settlement Key Facts and Deadlines

Detail	Information
Case	Farzad, et al. v. Trasimene Capital FT, LP II, et al.
Case number	C.A. No. 2023-0193-JTL
Court	Delaware Court of Chancery
Judge	Vice Chancellor J. Travis Laster
Settlement amount	$59,500,000 in cash
Plaintiffs	Michael Farzad and Gregory Perri
Defendants	Trasimene Capital FT, LP II; Trasimene Capital Management, LLC; William P. Foley, II; Richard N. Massey; Erika Meinhardt; Mark D. Linehan; C. Malcolm Holland
Who is covered	Holders of FTAC II Class A common stock as of March 23, 2021 who were entitled to redeem but did not redeem all their shares
Claim deadline	January 7, 2027 (submitted online, or postmarked if mailed)
Objection deadline	November 20, 2026 (received)
Settlement hearing	December 8, 2026, 9:15 a.m., Leonard L. Williams Justice Center, Wilmington, Delaware (may be remote)
Opt out?	No. The class is a non-opt-out class
Minimum payment	$10.00
Settlement administrator	JND Legal Administration, 1-877-926-1973
Official website	FTACIIStockholderSettlement.com

The court-authorized notice warns that the hearing date, time and format can change without further written notice. Check the settlement website before making plans.

Who Qualifies for the FTAC II Paysafe Merger Settlement?

You are in the class if you held FTAC II Class A common stock, of record or beneficially, as of March 23, 2021 (the redemption deadline), and you were entitled to redeem but did not redeem all of your shares. Heirs and successors who got shares by operation of law are included. Individuals and entities can claim.

Excluded are the defendants, their immediate family members, entities they control, their legal representatives, heirs, successors and assignees, and any trusts, estates, entities or accounts that held FTAC II Class A or Class B stock for their benefit.

Because the class is defined by what you held on March 23, 2021, buying Paysafe (NYSE: PSFE) stock after the merger does not by itself make you a class member. Only FTAC II Class A common stock is eligible for recovery. Option contracts are not eligible securities, although shares bought or sold through an option exercise are dated at the exercise date and priced at the exercise price. Receiving the notice does not mean you are entitled to a payment.

What Is the FTAC II Stockholder Lawsuit About?

FTAC II was a special purpose acquisition company, or SPAC. It raised money in an August 2020 IPO and held it in a trust account. Before a merger closed, public stockholders could redeem their Class A shares for roughly $10 each, or stay in and hold shares of the combined company.

On December 7, 2020, FTAC II announced a merger with Paysafe. The plaintiffs say the people running FTAC II (its sponsor, directors and officers) owed stockholders loyalty and had to give them honest, complete information so they could make an informed choice about redeeming. They allege that the defendants:

• put their own financial and reputational interests ahead of public stockholders;
• knew of, but ignored, red flags about Legacy Paysafe;
• knowingly created inflated financial projections to support the merger;
• let outside directors fall short of their duty to make sure the merger was fair to public stockholders; and
• issued disclosure documents with false or misleading statements and omissions.

The claims are breach of fiduciary duty and unjust enrichment. The plaintiffs say those breaches harmed the class by discouraging stockholders from redeeming.

The defendants deny all of it. They say they acted in good faith and in line with their duties, that the merger was fair, and that stockholders were not harmed. The notice says they settled solely to put the claims to rest, without admitting wrongdoing. The court has not decided the merits.

How the FTAC II Paysafe Case Reached a $59.5 Million Settlement

Date	What happened
July 17, 2020	FTAC II incorporated in Delaware
August 21, 2020	IPO of 130,000,000 units at $10.00 each; each unit is one share plus one-third of a warrant
December 7, 2020	FTAC II and Paysafe sign the merger agreement
February 26, 2021	Proxy statement filed with the SEC
March 23, 2021	Redemption deadline
March 25, 2021	Stockholders approve the merger
March 30, 2021	Merger closes; New Paysafe begins trading on the NYSE as “PSFE”
February 16, 2023	Farzad files the original complaint
January 31, 2024	Court denies the motion to dismiss the first amended complaint
June 4, 2025	Second amended complaint adds aiding-and-abetting and unjust enrichment claims against the CVC Defendants, the Blackstone Defendants, Paysafe and former Legacy Paysafe CEO Phillip McHugh
October 22, 2025	First mediation with David Murphy of Phillips ADR; no deal
October 23, 2025	Court dismisses the aiding-and-abetting defendants on statute-of-limitations grounds
February 28, 2026	Court grants class certification and appoints Robbins Geller Rudman & Dowd LLP and Robbins LLP as Co-Lead Counsel, with Andrews & Springer LLC as Additional Counsel
April 21, 2026	Second mediation; no deal
June 9, 2026	Parties accept the mediator’s recommendation to settle for $59.5 million
August 28, 2026	Stipulation signed
September 2, 2026	Court enters Scheduling Order for notice and the hearing

The IPO and overallotment raised about $1.467 billion, which went into trust. Of more than 183 million Class A shares, the notice says only 98,846 were redeemed before the vote. That left a very large pool of shares that can be claimed.

The case was close to trial when it settled. The parties had taken 20 fact depositions, exchanged expert reports and filed pretrial motions. The notice says Plaintiffs’ Counsel weighed the risks of trial, including legal theories the Delaware Supreme Court has not addressed.

Related article: Brockton Neighborhood Health Center $825,000 Data Breach Settlement, Who Qualifies, What You Can Claim and How to File by December 8, 2026

How Much Could You Get From the FTAC II Settlement?

The $59.5 million goes into an interest-bearing escrow account. Taxes, notice and administration costs, and any court-approved fees, expenses and representative awards come out first. What is left is the Net Settlement Fund, split among approved claimants pro rata by their Total Loss.

Attorneys’ fees and awards in the FTAC II settlement

Plaintiffs’ Counsel will ask for fees of up to 30% of the settlement, plus expenses. By our arithmetic, a full 30% fee is $17,850,000. The plaintiffs may ask for awards of up to $15,000 each, paid out of any fee award. Class members do not pay fees personally. The court decides the amounts and may award less.

The FTAC II plan of allocation formula

Total Loss is calculated per share held at the close on March 23, 2021 and not redeemed:

What happened to the share	Total Loss per share
Sold after March 23, 2021 and before the close on February 15, 2023 for less than $10.00	$10.00 minus the sale price, plus $0.10
Sold in that window for $10.00 or more	$0, plus $0.10
Held continuously through the close on February 15, 2023	8.04(10.00 minus $1.96, New Paysafe’s closing price that day), plus $0.10, for $8.14
Redeemed in the merger	None

The $0.10 is the “Nominal Amount,” counted per share held on March 23, 2021. Negative results are set to zero.

A hypothetical, not from the notice: if you held 1,000 shares on March 23, 2021 and never sold, your Total Loss is 1,000 × $8.14 = $8,140. If you sold 1,000 shares in 2022 at 8.00,itis1,000×(2.00 + $0.10) = $2,100. Your payment is your Total Loss divided by the combined Total Loss of all approved claimants, times the Net Settlement Fund.

What per-share recovery should you expect?

The notice gives no per-share estimate. Here is an illustration using our own arithmetic. Suppose every one of roughly 183 million shares were claimed and held through February 15, 2023. Combined Total Loss would be about $1.49 billion. If the full 30% fee were approved, the Net Settlement Fund would be at most about $41.65 million before expenses, administration costs and taxes. That works out to about 2.8 cents per dollar of Total Loss, or about 23 cents per share held through February 15, 2023. This is not a prediction. Recoveries can be higher if fewer shares are claimed, and lower once expenses and costs come out. The point is that Total Loss figures like $8.14 are a way to rank claims, not what you will be paid.

Other payment rules

• Purchases and sales are matched by the plan’s rules and dated by trade date, not settlement date.
• Short sales produce a Total Loss of zero.
• A distribution that calculates to less than $10.00 is not paid.
• The defendants get no money back. There is no reversion.
• If payments are undeliverable or checks are not cashed within six months, the administrator will try to find the claimant. If $50,000 or more remains after that, it will redistribute to claimants who cashed their checks and would get at least $10.00. Anything under $50,000 goes to the Delaware Combined Campaign for Justice.

The court approves the plan of allocation separately from the settlement itself. A change to the plan does not undo the settlement.

How to File a Claim in the FTAC II Stockholder Settlement

File online at FTACIIStockholderSettlement.com or mail the Proof of Claim and Release to: FTAC II Stockholder Settlement, c/o JND Legal Administration, P.O. Box 91227, Seattle, WA 98111. It must be submitted online by January 7, 2027, or, if mailed, postmarked by that date. The administrator has an individual portal for a single account and a separate institutional portal for claim preparers and large volumes of transactions.

The form asks for:

1. Your holdings on March 23, 2021. The number of FTAC II Class A shares held at the close of trading, with proof.
2. Every purchase and sale after March 23, 2021 through February 15, 2023, of FTAC II Class A or New Paysafe common stock, including any free receipts or deliveries.
3. Redeemed shares. The number you redeemed in the merger, if any.
4. Your New Paysafe holdings at the close on February 15, 2023, with proof.
5. Supporting records. Broker confirmations, brokerage statements or other documents. Do not send originals. If you no longer have 2021 or 2023 records, ask your broker.
6. Identity details. The last four digits of your Social Security or taxpayer ID number, your phone number and your signature.

The claim must be filed by the beneficial holder or their legal representative. Joint holders must all sign. Executors, administrators, trustees and similar representatives must include proof of authority. File one claim per separate legal entity. Payment goes to the beneficial account holder, not a third-party filer. Use black or blue ink on paper forms and skip highlighters.

If you have a very large number of transactions, you can ask the administrator at [email protected] for an electronic file layout, but you must still send a manually signed paper form.

Your Options in the FTAC II Settlement: Claim, Object or Do Nothing

Option	What it means	Deadline
Submit a Proof of Claim and Release	The only way to receive a payment if the court approves the settlement	January 7, 2027
Object	Tell the court what you do not like about the settlement, the plan of allocation or the fee request	Received by November 20, 2026
Speak at the hearing	Allowed only if you filed a written objection and a notice of intention to appear, at the court’s discretion	Received by November 20, 2026
Do nothing	No payment, but you are still bound by the settlement and release	None

You cannot opt out. The notice says the class is certified as a non-opt-out class under Delaware Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2), so class members do not have the right to exclude themselves. If the court approves the settlement, you are bound by it whether or not you file a claim.

How to object to the FTAC II settlement

File a written objection with the Register in Chancery, Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, DE 19801, and serve it on every counsel below so it is received by November 20, 2026, with copies emailed:

• Plaintiffs’ Counsel: Erik W. Luedeke, Robbins Geller Rudman & Dowd LLP, 655 W. Broadway, Suite 1900, San Diego, CA 92101; Gregory E. Del Gaizo, Robbins LLP, 5060 Shoreham Place, Suite 300, San Diego, CA 92122.
• Defendants’ Counsel: Edward B. Micheletti, Skadden, Arps, Slate, Meagher & Flom LLP, One Rodney Square, P.O. Box 636, Wilmington, DE 19899-0636; Patrick G. Rideout, Skadden, Arps, Slate, Meagher & Flom LLP, One Manhattan West, New York, NY 10001-8602.

The objection must include the case name and number (Farzad, et al. v. Trasimene Capital FT, LP II, et al., C.A. No. 2023-0193-JTL), your name, address and telephone number, your signature, a specific statement of your reasons with any legal and evidence support, and documents proving you are a class member, such as monthly brokerage statements or an authorized broker statement. You do not need a lawyer. If you do not object properly, you waive the right to object, including any right to appeal.

What You Give Up by Staying in the FTAC II Class

If the court approves the settlement, the claims against the defendants are dismissed with prejudice. Class members release the defendants and related parties from all claims, known or unknown, direct or derivative, that relate to the merger, the defendants’ conduct in it, this action, or the facts alleged or that could have been alleged. That includes claims under federal securities law and state disclosure laws. The release does not cover claims to enforce the settlement. The notice also has class members waive the protection of California Civil Code § 1542 and similar laws for unknown claims.

Until the court decides, other proceedings in the case are stayed, and class members are barred from pursuing the released claims.

The Delaware Law Behind the FTAC II Paysafe Case

This section is background on the legal framework. It does not add claims beyond those in the notice.

Fiduciary duties of SPAC sponsors and directors. Delaware law holds directors and controlling stockholders of Delaware corporations to fiduciary duties of loyalty and care. The plaintiffs’ theory is that a SPAC’s sponsor, directors and officers owed those duties to public stockholders in the merger process and breached them. The defendants said their conduct should be reviewed under the deferential business judgment rule, not the stricter entire fairness standard. The notice lists that disagreement as one of the issues in the case.

Redemption rights and disclosure. In a SPAC, the right to redeem shares at about $10 each before the merger closes is the stockholder’s main protection. Delaware courts have recognized that stockholders can bring fiduciary duty claims when misleading or incomplete disclosures impair an informed redemption decision. The best-known decision is In re MultiPlan Corp. Stockholders Litigation (Del. Ch. 2022), which allowed this type of claim to go forward. The notice says the plaintiffs’ claims depend in part on theories the Delaware Supreme Court has not addressed, which was one reason the plaintiffs weighed the risk of trial.

Reliance on advisors. Defendants also invoked 8 Del. C. § 141(e), which protects directors who rely in good faith on the corporation’s officers, employees and advisors.

Statute of limitations. Delaware generally applies a three-year limitations period to fiduciary duty claims (10 Del. C. § 8106). On October 23, 2025, the court dismissed the aiding-and-abetting defendants on statute-of-limitations grounds. This is a reminder that timing can decide a case.

Non-opt-out classes. Court of Chancery Rule 23(b)(1) and (b)(2) classes are used where claims seek relief that affects the class as a whole, so members generally cannot opt out. That is why this notice offers no exclusion option. A court must still find the settlement fair, reasonable and adequate before it takes effect.

Do not confuse this with other Paysafe cases. This notice concerns Farzad in the Delaware Court of Chancery. According to reporting by Paysafe in its SEC filings, there is also separate Paysafe securities litigation, and class members in this settlement are not affected by it except as the notice states.

Taxes. Whether a payment is taxable to you depends on your situation. Consult a tax professional.

When Will FTAC II Settlement Payments Go Out?

Not before final approval. The Net Settlement Fund will not be distributed until the court approves both the settlement and a plan of allocation, and the time for any petition for rehearing, appeal or review has expired. The notice gives no payment date. Check the settlement website for updates after the December 8, 2026 hearing.

FTAC II Stockholder Settlement Contact Information

• Settlement administrator (JND Legal Administration): 1-877-926-1973, [email protected], or FTAC II Stockholder Settlement, c/o JND Legal Administration, P.O. Box 91227, Seattle, WA 98111
• Plaintiffs’ Counsel: Erik W. Luedeke, Robbins Geller Rudman & Dowd LLP, 1-800-449-4900, [email protected]; Gregory E. Del Gaizo, Robbins LLP, 619-525-3990, [email protected]

Do not call or write the court, its staff or the Register in Chancery with questions.

For other stockholder deals, read $147.5M WWE-TKO Merger Stockholder Class Action Settlement, Who Gets Paid, How Much and Key Dates, Everbridge $85 Million Securities Class Action Settlement, Who Qualifies, How Much You Could Get and How to File by November 25, 2026 and PG&E Securities Lawsuit Settlement, $100 Million Investor Agreement Reached 2026.

Frequently Asked Questions About the FTAC II Paysafe Merger Settlement

Who is eligible for the FTAC II stockholder settlement?

People who held FTAC II Class A common stock, of record or beneficially, as of March 23, 2021, and who were entitled to redeem all their shares but did not, other than the excluded defendants and related parties.

What is the deadline to file a claim in the FTAC II settlement?

January 7, 2027. File online by that date or mail the form postmarked by that date.

Do I have to still own Paysafe stock to claim?

No. Eligibility turns on what you held on March 23, 2021. You do have to report your sales through February 15, 2023 and any New Paysafe shares you held that day.

Can I opt out of the FTAC II settlement?

No. The class is a non-opt-out class, so class members cannot exclude themselves.

How much will I get per share?

The notice gives no estimate. Payments are pro rata by Total Loss, which is up to $8.14 per share for shares held through February 15, 2023, but the actual payment depends on total claims and on fees and costs the court approves. Payments under $10.00 are not made.

Did FTAC II’s sponsor and directors admit wrongdoing?

No. The defendants deny all allegations of wrongdoing, fault, liability and damages.

Has the court approved the FTAC II settlement?

Not yet. The settlement hearing is set for December 8, 2026 at 9:15 a.m. before Vice Chancellor J. Travis Laster.

Does buying Paysafe (PSFE) stock after the merger qualify?

Not on its own. The class is limited to people who held FTAC II Class A stock on the March 23, 2021 redemption deadline.

Do I need proof of my shares?

Yes. The form requires documentation of your March 23, 2021 holdings, your transactions through February 15, 2023 and your February 15, 2023 holdings.

Who are the lawyers for the FTAC II class?

Robbins Geller Rudman & Dowd LLP and Robbins LLP are Co-Lead Counsel, and Andrews & Springer LLC is Additional Counsel. Class members do not pay them directly. Any fees come out of the settlement fund if the court approves them.

Update Log

Date	Update
October 14, 2026	Article published, based on the court-authorized notice dated October 9, 2026, the Proof of Claim and Release, and the official settlement website

Sources

1. Notice of Pendency and Proposed Settlement of Stockholder Class Action, Settlement Hearing, and Right to Appear, Farzad, et al. v. Trasimene Capital FT, LP II, et al., C.A. No. 2023-0193-JTL (Del. Ch.), dated October 9, 2026: https://assets-us-01.kc-usercontent.com/1eeb16db-4934-006e-40a6-38fa91285ebb/a9bc24ed-b7d1-42b9-a1a3-edd437f78be9/FTA%20-%20Notice%20of%20Pendency_Final.pdf
2. Proof of Claim and Release Form: https://assets-us-01.kc-usercontent.com/1eeb16db-4934-006e-40a6-38fa91285ebb/ee9da943-25ac-4123-b0d0-60162bbccba6/FTA%20-%20Proof%20of%20Claim%20and%20Release%20Form_Final.pdf
3. FTAC II Stockholder Settlement website (JND Legal Administration): https://www.ftaciistockholdersettlement.com/
4. Key dates page: https://www.ftaciistockholdersettlement.com/dates
5. Paysafe SEC filing discussing the litigation: https://ir.paysafe.com/financial-info-and-filings/sec-filings/content/0001193125-26-349177/psfe-20260630.htm

This article is general information, not legal advice. The settlement is proposed and subject to final court approval. The defendants deny wrongdoing, and the court has not ruled that the allegations were proven. For advice about your situation, consult a qualified attorney.

Researched and written by Israr Ahmad, legal content researcher and founder of AllAboutLawyer.com. All facts verified against the Delaware Court of Chancery’s Notice of Pendency and Proposed Settlement of Stockholder Class Action (dated October 9, 2026), the Proof of Claim and Release Form and the FTAC II Stockholder Settlement website run by JND Legal Administration, as of October 14, 2026. Last Updated: October 14, 2026.