12/02/2021 | Press release | Distributed by Public on 12/02/2021 15:34
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 1, 2021
FORTRESS VALUE ACQUISITION CORP. III
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
1345 Avenue of the Americas
New York, NY10105
(Address of principal executive offices, including zip code)
(Registrant's telephone number, including area code)
(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:
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-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:
Title of each class
Name of each exchange
|Units, each consisting of one share of Class A common stock and one-fifth of one redeemable warrant||FVT.U||New York Stock Exchange|
|Class A common stock, par value $0.0001 per share||FVT||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||FVT 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).
Emerging growth company ☒
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 4.02. Non-Relianceon Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.(a) In connection with Fortress Value Acquisition Corp. III's (the "Company") Quarterly Report on Form 10-Qfor the nine months ended September 30, 2021 filed with the Securities Exchange Commission ("SEC") on November 4, 2021 (the "Q3 Form 10-Q"), the Company re-evaluatedthe accounting for its Class A common stock subject to possible redemption as temporary equity. In accordance with the SEC and its staff's guidance on redeemable equity instruments, which has been codified in Financial Accounting Standards Board's Accounting Standards Codification Topic 480, "Distinguishing Liabilities from Equity" ("ASC 480"), paragraph 10-S99-3A,redemption provisions not solely within the control of the Company require shares of common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock subject to possible redemption in permanent equity. Although the Company did not specify a maximum redemption threshold, its amended and restated certificate of incorporation provides that the Company will not redeem its public shares in an amount that will cause its net tangible assets to be less than $5,000,001. Upon re-evaluation,the Company determined that the Class A common stock includes certain provisions that require classification of the Class A common stock as temporary equity regardless of the minimum net tangible assets threshold. As a result, in connection with the Q3 Form 10-Q,the Company classified all of its Class A common stock as temporary equity as of September 30, 2021 and adjusted its initial book value to redemption value in accordance with ASC 480. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also restated its earnings per share calculation to allocate net income (loss) pro-ratato Class A and Class F common stock.
On December 1, 2021, management of the Company and the audit committee of the Company's board of directors (the "Audit Committee"), concluded that the Company's previously issued (i) audited balance sheet as of January 7, 2021 included in the Company's Current Report on Form 8-Kfiled with the SEC on January 13, 2021, (ii) unaudited interim financial statements as of and for the three months ended March 31, 2021 included in the Company's Quarterly Report on Form 10-Qfiled with the SEC on May 12, 2021, (iii) unaudited interim financial statements as of and for the three and six months ended June 30, 2021 included in the Company's Quarterly Report on Form 10-Qfiled with the SEC on August 9, 2021 and (iv) unaudited interim financial statements as of and for the three and nine months ended September 30, 2021 included in the Company's Quarterly Report on Form 10-Qfiled with the SEC on November 4, 2021 (collectively, the "AffectedPeriods"), in each case, should no longer be relied upon due to the reclassification of the Company's temporary and permanent equity and resulting restatement of the initial carrying value of the Company's shares of Class A common stock subject to possible redemption (and related changes).
The restatement does not have any impact on the Company's cash position or the cash held in its trust account.The Company will restate its financial statements for the Affected Periods in the Company's Quarterly Report on Form 10-Q/Afor the quarterly period ended September 30, 2021 to be filed with the SEC (the "Q3 Form 10-Q/A").
The Company's management has concluded that, in light of the classification error described above, a material weakness exists in the Company's internal control over financial reporting and that the Company's disclosure controls and procedures were not effective. The Company's remediation plan with respect to such material weakness will be described in more detail in the Q3 Form 10-Q/A.
The Audit Committee and the Company's management have discussed the matters disclosed in this Current Report on Form 8-Kwith WithumSmith+Brown, PC, the Company's independent registered public accounting firm.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FORTRESS VALUE ACQUISITION CORP. III
|Date: December 2, 2021|
/s/ Alexander P. Gillette
|Name: Alexander P. Gillette|
|Title: General Counsel and Secretary|