UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On February 28, 2022, Fortress Value Acquisition Corp. III (the “Company”) issued an unsecured promissory note (the “Note”) in the amount of up to $175,000 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.
| Exhibit Number |
Exhibit | |
| 10.1 | Promissory Note, dated February 28, 2022, issued by Fortress Value Acquisition Corp. III to Fortress Acquisition Sponsor III LLC. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
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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.
Dated: March 1, 2022
| FORTRESS VALUE ACQUISITION CORP. III | ||
| By: | /s/ Alexander P. Gillette | |
| Name: | Alexander P. Gillette | |
| Title: | General Counsel and Secretary | |