UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Abu Dhabi Investment Authority
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	The Emirate of Abu Dhabi, United Arab Emirates
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			33,695,209
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			33,695,209
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	33,695,209
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☒
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.5% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO (2)

 

Item 1. Security and Issuer

 

This statement on Schedule 13D (the “Statement”) relates to the Class A common stock, par value $0.0001 (the “Class A Common Stock”), of Alight, Inc. (the “Issuer”), whose principal executive offices are located at 4 Overlook Point, Lincolnshire, Ilinois 60069.

 

 Item 2. Identity and Background

 

(d),(e) During the last five years, none of the Reporting Persons or the Scheduled Persons has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of a competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or other Consideration.

 

Prior to July 2, 2021, the Reporting Persons indirectly held approximately 16.26% of the units of Tempo Holding Company, LLC, a Delaware limited liability company (“Tempo Holding”) via Platinum Falcon’s ownership of an approximately 49.9% interest in each of Tempo Blocker I, LLC, a Delaware limited liability company (“Tempo Blocker I”) and Tempo Blocker II, LLC, a Delaware limited liability company (“Tempo Blocker II”, and together with Tempo Blocker I, the “Platinum Falcon Tempo Blockers”). On January 25, 2021, the Platinum Falcon Tempo Blockers, together with other parties, entered into the Business Combination Agreement (as described under Item 4), pursuant to which Platinum Falcon exchanged its interests in the Platinum Falcon Tempo Blockers for the securities in the Issuer described herein.

 

Item 4. Purpose of Transaction.

 

On January 25, 2021, Foley Trasimene Acquisition Corp., a Delaware corporation and a special purpose acquisition vehicle (“FTAC”), entered into a business combination agreement (as amended, the “Business Combination Agreement”) with Tempo Holding, the Issuer (formerly known as Acrobat Holdings, Inc. and a direct, wholly owned subsidiary of the FTAC), Acrobat SPAC Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Issuer, Acrobat Merger Sub, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of FTAC, Acrobat Blocker 1 Corp., a Delaware corporation and a direct, wholly owned subsidiary of the Issuer, Acrobat Blocker 2 Corp., a Delaware corporation and a direct, wholly owned subsidiary of the Issuer, Acrobat Blocker 3 Corp., a Delaware corporation and a direct, wholly owned subsidiary of the Issuer, Acrobat Blocker 4 Corp., a Delaware corporation and a direct, wholly owned subsidiary of the Issuer, Tempo Blocker I, Tempo Blocker II, Blackstone Tempo Feeder Fund VII, L.P., a Delaware limited partnership, and New Mountain Partners IV Special (AIV-E), LP, a Delaware limited partnership.

 

The transactions contemplated by the Business Combination Agreement were consummated on July 2, 2021 (the “Closing”). As a result of these transactions, Platinum Falcon acquired 33,695,209 shares of Class A Common Stock, 1,088,850 unvested shares of non-voting Class B-1 common stock of the Issuer, 1,088,850 unvested shares of non-voting Class B-2 common stock of the Issuer, 1,203,710 unvested shares of Class Z-A common stock of the Issuer, 65,442 unvested shares of Class Z-B-1 common stock of the Issuer, and 65,442 unvested shares of Class Z-B-2 common stock of the Issuer, in addition to an amount in cash.

 

The foregoing summary of the terms of the Business Combination Agreement should be read in conjunction with the full text of the Business Combination Agreement, a copy of which is included as Annex A to the Form S-4/A filed by the Issuer with the Securities and Exchange Commission on April 29, 2021 and which is incorporated herein by reference.

 

 Item 5. Interest in Securities of the Issuer.

 

(a) Platinum Falcon is the direct beneficial owner of 33,695,209 shares of Class A Common Stock, representing 7.5% of the shares of Class A Common Stock outstanding.

 

Platinum Falcon is the direct owner of 1,088,850 unvested shares of non-voting Class B-2 common stock of the Issuer. The non-voting Class B-2 common stock will vest and convert into shares of Class A Common Stock on a one-for-one basis if the VWAP of the 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). As the vesting of non-voting Class B-2 common stock is dependent on company performance criteria not within the control of Platinum Falcon, Platinum Falcon does not beneficially own any Class A Common Stock by virtue of its ownership of the non-voting Class B-2 common stock.

 

ADIA is the indirect beneficial owner of the 33,695,209 shares of Class A Common Stock mentioned above, representing 7.5% of the shares of Class A Common Stock outstanding, by virtue of ADIA’s 100% indirect ownership of Platinum Falcon.

 

 (b) Platinum Falcon has the power to vote or to direct the vote or dispose or direct the disposition of 33,695,209 shares of Class A Common Stock, representing 7.5% of the Issuer, which it shares with ADIA by virtue of ADIA’s indirect beneficial ownership of Platinum Falcon, and with the Issuer pursuant to the Investor Rights Agreement (as defined under Item 6 below), as described in more detail under Item 6, which description is hereby incorporated herein by reference.

 

ADIA has the power to vote or to direct the vote or dispose or direct the disposition of 33,695,209 shares of Class A Common Stock, representing 7.5% of the Issuer, which it shares with Platinum Falcon by virtue of ADIA’s indirect beneficial ownership of Platinum Falcon, and with the Issuer pursuant to the Investor Rights Agreement.

 

The calculation of the beneficial ownership information set forth in Item 5(a) and 5(b) is based on 446,790,011 shares of Class A Common Stock the Reporting Persons understand were outstanding as of July 2, 2021.

 

(c) Except as disclosed in this Statement, to the knowledge of the Reporting Persons, none of the persons named in Item 2 has effected any transaction in the securities of the Issuer during the past 60 days.

 

(d) To the best knowledge of the Reporting Persons, or as otherwise disclosed in this Statement (including the description of Aon Deferred Consideration Agreements under Item 6 below, which is incorporated by reference herein), no other person has the right to receive or the power to direct the receipt of dividends from the Class A Common Stock beneficially owned by the Reporting Persons.

 

(e) Not applicable

 

Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer.

 

 

Pursuant to an investor rights agreement entered into on July 2, 2021, by and among the Issuer, Platinum Falcon and the other parties thereto (the “Investor Rights Agreement”), Platinum Falcon is subject to a lock-up agreed with the Issuer that runs from Closing until the earlier of (i) 180 days from Closing, or (ii) if the VWAP of Class A Common Stock for any 20 trading days within a consecutive 30-trading-day period is greater than or equal to $12.50, 60 days thereafter (the “Lock-Up Period”). There is a carve-out for 30 million shares that may be initiated by Blackstone on behalf of the Tempo Holding investors including Platinum Falcon. Notwithstanding the foregoing, Platinum Falcon is entitled to transfer its Class A Common Stock during the Lock-Up Period to a “Permitted Transferee” which includes transfers to affiliates.

 

Under the Investor Rights Agreement, Platinum Falcon agrees with the Issuer to vote in favor of the slate of directors nominated by or at the direction of the board or a duly authorized committee thereof. Platinum Falcon also agreed to vote its shares in the Issuer in favor of certain amendments to the transfer restriction or vesting conditions of the Class B-1 common stock, Class B-2 common stock or Class B-3 common stock (as the case may be) set forth in the Amended and Restated Certificate of Incorporation of the Issuer. Platinum Falcon also has the right to access the books and records of, and receive certain information from, the Issuer.

 

By virtue of the Investor Rights Agreement, the Reporting Persons may be deemed to be part of a “group” (within the meaning of Rule 13d-5(b)(1) adopted pursuant to the Act) with certain parties to the Investor Rights Agreement. If the Reporting Persons are deemed part of a group with such parties, the group thus formed would be deemed to beneficially own the shares of Class A Common Stock beneficially owned by the individual members of the group. Each of the Reporting Persons expressly disclaims that they are a member of a group with any of the other parties to the Investor Rights Agreement and disclaims beneficial ownership of those shares of Class A Common Stock held by any such party.

 

The foregoing summary of the terms of the Investor Rights Agreement should be read in conjunction with the full text of the Investor Rights Agreement, a copy of which is included as Exhibit 99.2 to this Statement and which is incorporated herein by reference.

 

 

Pursuant to a registration rights agreement entered into on July 2, 2021, by and among the Issuer, Platinum Falcon and the other parties thereto (the “Registration Rights Agreement”), the Issuer is required to file (or confidentially submit) within 30 days after Closing a registration statement for the resale of all of Platinum Falcon’s registrable securities. The Issuer must use commercially reasonable efforts to cause the registration statement to become effective as soon as practicable after filing. At any time when the Lock-Up Period (as defined above) is not applicable, and the registration statement contemplated by this paragraph is not available, and provided that a coordination period of a maximum of three years (the “Coordination Period”) has expired, Platinum Falcon is entitled to make a request to the Issuer for demand registration of all or a portion of its registrable securities (subject to certain exceptions where there were other recent demand registrations or Issuer-initiated registered offerings). All other holders of Registrable Securities may notify the Issuer of their desire to be included in such registration (subject to customary underwriter cutback). Platinum Falcon also has a right to participate pro rata in demand registrations initiated by other holders of registrable securities.

 

The Issuer also has an obligation to file and maintain a shelf registration statement, which shall include all of the Issuer securities owned by Platinum Falcon (at its option). Any time that a shelf registration statement is effective, Platinum Falcon (after the Coordination Period) may deliver a shelf takedown notice to the Issuer, indicating that it intends to effect an offering of all or part of its registrable securities included in such shelf registration statement. Other holders of registrable securities have a right to participate pro rata in the offering, and the total amount of securities sold in a shelf takedown is subject to customary underwriter cutback. Platinum Falcon also has a right to participate pro rata in shelf takedowns initiated by other holders of registrable securities.

 

The foregoing summary of the terms of the Registration Rights Agreement should be read in conjunction with the full text of the Registration Rights Agreement, a copy of which is included as Exhibit 99.3 to this Statement and which is incorporated herein by reference.

 

 

 EXHIBIT INDEX

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

ABU DHABI INVESTMENT AUTHORITY
/s/ HAMAD SHAHWAN ALDHAHERI
By: HAMAD SHAHWAN ALDHAHERI
Title: Authorized Signatory
/s/ AHMED GHUBASH
By: AHMED GHUBASH
Title: Authorized Signatory
PLATINUM FALCON B 2018 RSC LIMITED
/s/ MOHAMED HAMAD ALMAZROUEI
By: MOHAMED HAMAD ALMAZROUEI
Title: Authorized Signatory
/s/ SAIF ALHAMMADI
By: SAIF ALHAMMADI
Title: Authorized Signatory

Schedule 1 sets forth the Managing Director and the members of the Investment Committee of ADIA.

Schedule 2 sets forth the executive officers and the members of the board of directors of Platinum Falcon B 2018 RSC Limited.

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