THE FOLLOWING RECITATION DOES NOT CONSTITUTE FINDINGS OF THE COURT. THE COURT HAS MADE NO FINDINGS WITH RESPECT TO THE FOLLOWING MATTERS, AND THESE RECITATIONS SHOULD NOT BE UNDERSTOOD AS AN EXPRESSION OF ANY OPINION OF THE COURT AS TO THE MERITS OF ANY OF THE CLAIMS OR DEFENSES RAISED BY ANY OF THE PARTIES.

Plaintiffs’ claims in this Action concern Defendants’ alleged impairment of FTAC II Class A common stockholders’ right to make an informed redemption decision in connection with the business combination between FTAC II and Paysafe Limited (“Legacy Paysafe”) (the “Merger”). Plaintiffs allege that the Defendants, FTAC II’s sponsor, directors, and officers, were duty bound to act with loyalty to FTAC II stockholders in connection with the Merger, including by providing FTAC II stockholders with all material information related to their redemption decision in an honest and forthright manner. Plaintiffs allege, among other things, that:

(i) Defendants prioritized their own personal, financial, and reputational interests over those of the Class Members in negotiating and approving the Merger; (ii) Defendants knew of, but ignored, various red flags regarding Legacy Paysafe; (iii) Defendants knowingly created inflated financial projections to support the Merger; (iv) FTAC II’s outside directors did not satisfy their duties to ensure the Merger was fair to public stockholders; (v) Defendants issued disclosure documents in support of the Merger that contained false or misleading statements and omissions; and (vi) Defendants’ alleged breaches of fiduciary duty, and Defendants’ unjust enrichment, harmed the Class by, among other things, dissuading Class Members from redeeming their stock. In this Action, Plaintiffs sought an award of damages to themselves and the Class, and/or injunctive relief and/or corresponding declaratory relief.

Defendants continue to believe that the claims asserted in the Action are without merit and deny any and all allegations of wrongdoing, fault, liability, causation, or damages with respect to Released Plaintiffs’ Claims, including, but not limited to, any allegations that: (i) Defendants or the dismissed Aiding and Abetting Defendants have committed any violations of law or breach of any duty owed to FTAC II stockholders; (ii) that entire fairness was the applicable standard of review; (iii) that the Merger was not entirely fair to, or in the best interests of, FTAC II stockholders; (iv) that Defendants have acted improperly in any way; (v) that Defendants have any liability or owe any damages of any kind to Plaintiffs and/or the Class; and/or (vi) that Defendants were unjustly enriched in the Merger. Defendants maintain that their conduct was at all times proper and in compliance with applicable law. Defendants also deny that FTAC II’s stockholders were harmed by any conduct of Defendants that was alleged, or that could have been alleged, in the Action. Each of the Defendants asserts that, at all relevant times, such Defendant acted in good faith and in compliance with their fiduciary duties.

Nevertheless, Defendants have determined to enter into the Settlement on the terms and conditions set forth in the Stipulation solely to put Released Plaintiffs’ Claims to rest, finally and forever, without in any way acknowledging any wrongdoing, fault, liability, causation, or damages.

FACTUAL BACKGROUND

On July 17, 2020, FTAC II, a special purpose acquisition company, was incorporated in Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.

On August 21, 2020, FTAC II consummated its initial public offering (the “IPO”) of 130,000,000 units at a price of $10.00 per unit. Each unit consisted of one share of FTAC II common stock, and one-third of one redeemable warrant. Simultaneously with the IPO, FTAC II sold 18,666,667 private placement warrants (the “Private Placement Warrants”) to Trasimene Capital FT, LP II (the “Founder”) at a price of $1.50 per warrant.

On or around August 26, 2020, the underwriters partially exercised an overallotment, with FTAC II selling an additional 16,703,345 units and 2,227,113 Private Placement Warrants.

The aggregate funds raised from the IPO (including the overallotment) and the proceeds of the sale of the Private Placement Warrants, totaling approximately $1,467,033,450, were placed in a trust account. FTAC II public stockholders had the right to redeem all or a portion of their shares at approximately $10 per-share prior to the close of a transaction between FTAC II and a target.

On December 7, 2020, FTAC II and Legacy Paysafe, Paysafe Merger Sub Inc., Paysafe Group Holdings Limited, Paysafe Bermuda Holdings LLC, and PI Jersey Holdco 1.5 Limited entered into an Agreement and Plan of Merger (the “Merger Agreement”) to form a publicly traded entity, Paysafe Ltd. (“New Paysafe”). FTAC II and Legacy Paysafe announced the Merger that same day.

On February 26, 2021, FTAC II filed with the U.S. Securities and Exchange Commission (the “SEC”) a proxy statement concerning the Merger (such proxy statement together with any preliminary proxy filings, as well as any amendments or supplements thereto, the “Proxy”), which was disseminated to FTAC II stockholders. The Proxy informed stockholders of a special meeting to be held on March 25, 2021 (the “Special Meeting”), at which, among other things, stockholders would vote as to whether to approve the Merger and related transactions. The Proxy also informed stockholders that the deadline for them to redeem their shares in connection with the Merger was March 23, 2021 – two business days before the Special Meeting (the “Redemption Deadline”).

Before the Special Meeting, out of the over 183 million Class A shares, there were only 98,846 redemptions of FTAC II Class A common stock (the “Redeeming Stockholders”), less than 0.00006 percent of Class A shares, who exercised their right to redeem those shares and received their pro rata share of the trust proceeds.

On March 25, 2021, FTAC II stockholders voted to approve the Merger at the Special Meeting.

On March 30, 2021, the Merger was consummated (the “Closing”). Following the Closing, New Paysafe securities (common shares and warrants) began trading on the New York Stock Exchange under the ticker symbol “PSFE.”

On February 16, 2023, Farzad commenced this Action against the Defendants on behalf of himself and all other similarly situated former FTAC II stockholders by filing the Verified Class Action Complaint (the “Initial Complaint”) (Dkt. 1), asserting, among other things, claims against the Defendants for breach of fiduciary duty and unjust enrichment resulting from the alleged impairment of FTAC II stockholders’ redemption rights in connection with the Merger.

On April 24, 2023, Defendants filed a motion and opening brief seeking to dismiss the Initial Complaint (Dkt. 15).

On June 15, 2023, Plaintiffs filed the First Amended Class Action Complaint, adding Perri as a plaintiff and further detailing the claims against Defendants (the “First Amended Complaint”) (Dkt. 19).

On July 31, 2023, Defendants moved to dismiss the First Amended Complaint (Dkt. 21).

On January 31, 2024, following briefing and oral argument, the Court denied Defendants’ motion to dismiss the First Amended Complaint (Dkt. 29).

On March 15, 2024, Defendants answered the First Amended Complaint (Dkt. 33).

From March 2024 to February 2026, the Parties engaged in fact discovery: (i) Plaintiffs propounded, and Defendants each answered, requests for production of documents, interrogatories, and requests for admission; (ii) Plaintiffs served subpoenas duces tecum and ad testificandum on 22 third parties; (iii) Defendants propounded, and Plaintiffs each answered, requests for production of documents, interrogatories, and requests for admission; (iv) Defendants produced 35,298 documents, consisting of 260,792 pages; (v) Plaintiffs moved to compel the production of documents from two third parties; (vi) Plaintiffs produced 447 documents, consisting of 19,395 pages; (vii) third parties produced 195,253 documents, consisting of 1,444,153 pages; (viii) Plaintiffs took 20 fact depositions and deposed two additional third parties by writing question; and (ix) Defendants deposed each Plaintiff.

On May 28, 2025, Plaintiffs filed a Motion for Leave to File Verified Second Amended Class Action Complaint (the “Motion for Leave”) (Dkt. 141). On June 3, 2025, the Court granted Plaintiffs’ Motion for Leave (Dkt. 147).

On June 4, 2025, Plaintiffs filed the Verified Second Amended Class Action Complaint (the “SAC”) (Dkt. 152), adding claims for aiding and abetting breach of fiduciary duty and unjust enrichment against the CVC Defendants, the Blackstone Defendants, Paysafe, and former Legacy Paysafe CEO Phillip McHugh (collectively, the “Aiding and Abetting Defendants”) (Dkt. 152).

On July 8, 2025, the Aiding and Abetting Defendants moved to dismiss the SAC (Dkts. 165 and 166).

On September 5, 2025, Defendants served their answer to the SAC (Dkt. 190). Defendants disputed all allegations of wrongdoing against them, and asserted numerous defenses, including: (i) that they acted in good faith and in accordance with their duties; (ii) that their conduct should be reviewed under the deferential business judgment rule, because they did not materially mislead stockholders as to the redemption decision; (iii) that the Merger was entirely fair to FTAC II and its stockholders; (iv) that Plaintiffs’ claims are barred under 8 Del. C. §141(e) because Defendants relied in good faith on FTAC II’s employees, officers, and advisors; and (v) that Plaintiffs and the Class did not suffer any cognizable damages.

On October 22, 2025, the Parties participated in a full-day mediation before David Murphy, Esq., of Phillips ADR (the “Mediator”). Before and in connection with the mediation, the Parties exchanged written mediation submissions. The Mediation session concluded without a settlement agreement.

On October 23, 2025, following briefing and oral argument, the Court granted the Aiding and Abetting Defendants’ Motions to Dismiss for failure to satisfy the applicable statute of limitations (Dkts. 217 and 218).

On January 6, 2026, Plaintiffs filed a Motion for Class Certification (Dkt. 245).

From February 2026 to May 2026, the Parties engaged in expert discovery: (i) Defendants served the Expert Report of R. Glenn Hubbard on behalf of Defendants (Dkt. 266); (ii) Plaintiffs served the Expert Reports of Carl S. Saba and Matthew D. Cain (Dkt. 267); (iii) Defendants served the Expert Rebuttal Reports of Hubbard and Michiel C. McCarty (Dkt. 271); (iv) Plaintiffs served the Expert Rebuttal Reports of Saba and Cain (Dkt. 272); (v) Plaintiffs deposed McCarty and Hubbard; and (vi) Defendants deposed Cain and Saba.

On February 28, 2026, following briefing, the Court granted Plaintiffs’ Motion for Class Certification, certifying the Class (as defined below), appointing Plaintiffs as the representatives of the Class, and designating Robbins Geller Rudman & Dowd LLP and Robbins LLP as Co-Lead Counsel for the Class, and Andrews & Springer LLC as Additional Counsel for the Class (Dkt. 270).

On April 21, 2026, the Parties participated in a second mediation with the Mediator. Before and in connection with the second mediation, the Parties exchanged written submissions. The second mediation session concluded without a settlement agreement. With the assistance of the Mediator, the Parties’ arm’s-length negotiations continued following the April 21, 2026, mediation session.

On May 1, 2026, the Parties served their respective identifications of trial witnesses (Dkt. 274).

On May 21, 2026, Plaintiffs provided Defendants with the initial draft pretrial stipulation and order.

On May 22, 2026, Plaintiffs provided Defendants with the initial draft proposed joint exhibit list.36. On May 29, 2026, Defendants filed a Motion in Limine to Narrow Scope of Trial by Excluding Claims and Evidence Concerning Net Cash Per Share (Dkt. 277), Motion in Limine to Preclude Plaintiffs from Pursuing Derivative Claims at Trial and Clarifying that Plaintiffs Bear the Burden to Prove a Material Disclosure Violation, Causation and Damages (Dkt. 278), Motion in Limine to Preclude Proposed Expert Testimony of Cain that Derives from the Inadmissible Expert Testimony of Saba (Dkt. 279), and Motion in Limine to Strike Proposed Expert Testimony of Saba and to Preclude Saba from Offering Inadmissible Opinions at Trial (Dkt. 281).

On May 29, 2026, Plaintiffs filed a Motion in Limine to Exclude the Expert Rebuttal Report and Testimony of McCarty (Dkt. 280).

On June 9, 2026, the Parties accepted a recommendation from the Mediator to settle the Action for $59.5 million in cash, subject to Court approval, the definitive terms of which are reflected in the Stipulation.

On August 28, 2026, the Parties entered into and executed the Stipulation, the definitive terms of which are reflected in the Stipulation, which can be viewed under the Important Documents tab of this website.

On September 2, 2026, the Court entered a Scheduling Order directing that the Notice of the Settlement be provided to potential Class Members, and scheduling the Settlement Hearing to, among other things, consider whether to grant final approval of the Settlement.

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