Current Report Filing (8-k)
April 12 2022 - 4:52PM
Edgar (US Regulatory)
NY false 0001824434 0001824434 2022-04-11 2022-04-11 0001824434 fvt:UnitsMember 2022-04-11 2022-04-11 0001824434 us-gaap:CommonClassAMember 2022-04-11 2022-04-11 0001824434 fvt:RedeemableWarrantsMember 2022-04-11 2022-04-11
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 11, 2022
Fortress Value Acquisition Corp. III
(Exact Name of Registrant as Specified in Charter)
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| Delaware |
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001-39839 |
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85-2761402 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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| 1345 Avenue of the Americas, 46th Floor New York, New York |
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10105 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (212) 798-6100
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class: |
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Trading
Symbol(s) |
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Name of Each Exchange
on Which Registered: |
| Units, each consisting of one share of Class A common stock and one-fifth of one redeemable warrant |
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FVT.U |
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New York Stock Exchange |
| Class A common stock, par value $0.0001 per share |
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FVT |
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New York Stock Exchange |
| Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share |
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FVT WS |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒
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 13(a) of the Exchange Act. ☐
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On April 11, 2022, Fortress Value Acquisition Corp. III (the “Company”) issued an unsecured promissory note (the “Note”) in the amount of up to $650,000 to Fortress Acquisition Sponsor III LLC (the “Sponsor”). The Note bears no interest and is repayable in full upon the earlier to occur of (i) the consummation of the Company’s initial business combination and (ii) the winding up of the Company. The Note also provides that all or any portion of the Note may be converted into a number of warrants, at a price of $1.50 per warrant, at the option of the Sponsor and at any time prior to payment in full of the outstanding principal amount of the Note. Such warrants would be identical to the private placement warrants issued to the Sponsor at the Company’s initial public offering.
The Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Note.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 12, 2022
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| FORTRESS VALUE ACQUISITION CORP. III |
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| By: |
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/s/ Alexander P. Gillette |
| Name: |
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Alexander P. Gillette |
| Title: |
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General Counsel and Secretary |
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