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): March 2, 2021
FORTRESS CAPITAL ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Cayman Islands | 001-39887 | 98-1554815 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1345 Avenue of the Americas 45th Floor New York, NY 10105 (Address of principal executive offices) |
10105 (Zip Code) |
(212) 798-6100
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencements 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:
Title of each class |
Trading Symbols |
Name of each exchange on which registered | ||
Units, each consisting of one Class A ordinary share and one-fifth of one redeemable warrant | FCAX.U | New York Stock Exchange | ||
Class A ordinary shares, par value $0.0001 per share | FCAX | New York Stock Exchange | ||
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | FCAX WS | 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 8.01 | Other Events. |
On March 2, 2021, Fortress Capital Acquisition Corp. (the Company) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Companys units (the Units) may elect to separately trade the Class A ordinary shares and warrants comprising the Units commencing on March 5, 2021. Those Units not separated will continue to trade on the New York Stock Exchange under the symbol FCAX.U, and each of the Class A ordinary shares and warrants that are separated will trade on the New York Stock Exchange under the symbols FCAX and FCAX WS, respectively.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. |
Description of Exhibits | |
99.1 |
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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.
Fortress Capital Acquisition Corp. | ||||||
Date: March 2, 2021 | By: | /s/ Daniel N. Bass | ||||
Name: | Daniel N. Bass | |||||
Title: | Chief Financial Officer |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Fortress Capital Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing March 5, 2021
NEW YORK, NY, March 2, 2021 Fortress Capital Acquisition Corp. (the Company) announced that commencing March 5, 2021, holders of the units sold in the Companys initial public offering of 40,000,000 units may elect to separately trade the Class A ordinary shares and warrants included in the units. Class A ordinary shares and warrants that are separated will trade on the New York Stock Exchange under the symbols FCAX and FCAX WS, respectively. Those units not separated will continue to trade on the New York Stock Exchange under the symbol FCAX.U. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The offering was made only by means of a prospectus. Copies of the prospectus may be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, via telephone at (800) 831-9146; or Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282, Attn: Prospectus Department, by telephone at (866) 471-2526 or by emailing prospectus-ny@ny.email.gs.com.
About Fortress Capital Acquisition Corp.
Fortress Capital Acquisition Corp. is a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
Forward-Looking Statements
This press release may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as anticipate, believe, estimate, expect, intend and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Companys management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Companys filings with the Securities and Exchange Commission (SEC). All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Companys registration statement and prospectus for the Companys initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
For more information, please contact:
infofcax@fortress.com
1345 Avenue of the Americas
45th Floor
New York, New York 10105
(212) 817-3535