Mga Batayang Estadistika
| CIK | 1823733 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Fortress Capital Acquisition Corp. Units, each consisting of one Class A ordinary share and one-fift
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Fortress Capital Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G36427105 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 14, 2023 |
FCAX / Fortress Capital Acquisition Corp / GLAZER CAPITAL, LLC Passive Investment SC 13G 1 fcax20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Fortress Capital Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G36427105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check |
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| February 14, 2023 |
FCAX / Fortress Capital Acquisition Corp / Sculptor Capital LP - SC 13G/A Passive Investment SC 13G/A 1 d406579dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* FORTRESS CAPITAL ACQUISITION CORP. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G36427105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing |
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| February 14, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Fortress Capital Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G36427105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to de |
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| February 10, 2023 |
SC 13G/A 1 d434559dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934 Fortress Capital Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G36427105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing |
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| January 30, 2023 |
15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File No. 001-39887 FORTRESS CAPITAL ACQUISITION CORP. (Exact name of registrant a |
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| January 18, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 30, 2023, pursuant to the provisions of Rule 12d2-2 (a). |
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| January 4, 2023 |
Fortress Capital Acquisition Corp. Announces Redemption of Class A Ordinary Shares Exhibit 99.1 Fortress Capital Acquisition Corp. Announces Redemption of Class A Ordinary Shares NEW YORK, January 4, 2023 ? Fortress Capital Acquisition Corp. (NYSE:FCAX) today announced that its board of directors (the ?Board?) has determined to redeem all of its outstanding Class A ordinary shares (the ?Class A Shares?), effective as of January 18, 2023, because the Company will not be able to c |
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| January 4, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): January 4, 2023 FORTRESS CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39887 98-1554815 (State or other jurisdiction of incorpora |
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| December 27, 2022 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11. |
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| December 16, 2022 |
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): December 12, 2022 FORTRESS CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39887 98-1554815 (State or other jurisdiction of incorpo |
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| December 9, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): December 9, 2022 FORTRESS CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39887 98-1554815 (State or other jurisdiction of incorpor |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39887 FORTR |
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| August 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39887 FORTRESS C |
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| August 5, 2022 |
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): August 1, 2022 FORTRESS CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39887 98-1554815 (State or other jurisdiction of incorporat |
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| July 13, 2022 |
FCAX / Fortress Capital Acquisition Corp / Sculptor Capital LP - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FORTRESS CAPITAL ACQUISITION CORP. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G36427105 (CUSIP Number) July 8, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| June 21, 2022 |
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): June 17, 2022 FORTRESS CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39887 98-1554815 (State or other jurisdiction of incorporati |
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| May 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Fortress Capital Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G36427105 (CUSIP Number) May 11, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39887 FORTRESS |
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| March 16, 2022 |
Exhibit 4.5 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 As of the date of the Annual Report on Form 10-K of which this Exhibit is a part, Fortress Capital Acquisition Corp. (?we,? ?our,? ?us? or the ?Company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exch |
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| March 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39887 FORTRESS CAPIT |
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| March 16, 2022 |
Exhibit 10.11 Execution Version INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of January 14, 2022, by and between FORTRESS CAPITAL ACQUISITION CORP., a Cayman Islands exempted company (the ?Company?), and Gary Kalk (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations and companies as directors, office |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. ) Under the Securities Exchange Act of 1934 Fortress Capital Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G36427105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| January 20, 2022 |
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): January 14, 2022 FORTRESS CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39887 98-1554815 (State or other jurisdiction of incorpor |
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| January 14, 2022 |
Exhibit 99.1 Fortress Capital Acquisition Corp. INDEX TO FINANCIAL STATEMENT PAGE Report of Independent Registered Public Accounting Firm 2 Balance Sheet as of January 15, 2021 (As Restated) 3 Notes to Financial Statement (As Restated) 4 1 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Fortress Capital Acquisition Corp.: Opinion on the Fin |
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| January 14, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 22, 2021 (January 15, 2021) FORTRESS CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39887 98-1554815 ( |
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| December 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A AMENDMENT NO. 1 (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| December 6, 2021 |
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): December 6, 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 incorpor |
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| November 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39887 FORTR |
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| August 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39887 FORTRESS C |
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| May 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39887 FORTRESS |
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| March 2, 2021 |
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 Company?s initial public offering of 40,000,000 units may elect to separat |
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| March 2, 2021 |
Financial Statements and Exhibits, Other Events 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 incorporati |
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| January 25, 2021 |
Fortress Capital Acquisition Corp. SC 13G 1 p21-0239sc13g.htm FORTRESS CAPITAL ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Fortress Capital Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G36427113** (CUSIP Number) January 15, 2021 (Date of Event Which Requir |
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| January 22, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 d934261d8k.htm FORM 8-K 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): January 15, 2021 FORTRESS CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39887 98-1554815 (State or |
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| January 22, 2021 |
Audited Balance Sheet, as of January 15, 2021 Exhibit 99.1 Fortress Capital Acquisition Corp. INDEX TO FINANCIAL STATEMENT PAGE Report of Independent Registered Public Accounting Firm 2 Balance Sheet as of January 15, 2021 3 Notes to Financial Statement 4 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Fortress Capital Acquisition Corp. O |
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| January 15, 2021 |
Indemnity Agreement, dated January 12, 2021, between the Company and Debra Coleman. Indemnity Agreement, dated January 12, 2021, Debra Coleman Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 12, 2021, by and between FORTRESS CAPITAL ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and Debra Coleman (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held cor |
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| January 15, 2021 |
Indemnity Agreement, dated January 12, 2021, between the Company and Daniel N. Bass. Indemnity Agreement, dated January 12, 2021, Daniel N. Bass Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 12, 2021, by and between FORTRESS CAPITAL ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and Daniel N. Bass (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held c |
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| January 15, 2021 |
Indemnity Agreement, dated January 12, 2021, between the Company and Elizabeth Fascitelli. Indemnity Agreement, dated January 12, 2021, Elizabeth Fascitelli Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 12, 2021, by and between FORTRESS CAPITAL ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and Elizabeth Fascitelli (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve pu |
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| January 15, 2021 |
Private Placement Warrants Purchase Agreement, dated January 12, 2021 Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of January 12, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Fortress Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Fort |
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| January 15, 2021 |
Administrative Services Agreement, dated January 12, 2021, between the Company and FIG LLC. Administrative Services Agreement, dated January 12, 2021 Exhibit 10.4 Fortress Capital Acquisition Corp. 1345 Avenue of the Americas 45th Floor New York, NY 10105 January 12, 2021 FIG LLC 1345 Avenue of the Americas 46th Floor New York, NY 10105 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between Fortress Capital Acquisition Corp. (the “Company”) and FIG LLC (“FI |
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| January 15, 2021 |
Investment Management Trust Agreement, dated January 12, 2021 Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 12, 2021 by and between Fortress Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trust |
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| January 15, 2021 |
Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K 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): January 12, 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 |
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| January 15, 2021 |
Amended and Restated Memorandum and Articles of Association. EX-3.1 2 d167164dex31.htm AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION Exhibit 3.1 THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF FORTRESS CAPITAL ACQUISITION CORP. (ADOPTED BY SPECIAL RESOLUTION DATED 11 JANUARY 2021 AND EFFECTIVE ON 12 JANUARY 2021) THE COMPANIES ACT (2020 REVISION) O |
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| January 15, 2021 |
Indemnity Agreement, dated January 12, 2021, between the Company and Varun Wadhawan. Indemnity Agreement, dated January 12, 2021, Varun Wadhawan Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 12, 2021, by and between FORTRESS CAPITAL ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and Varun Wadhawan (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held c |
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| January 15, 2021 |
Fortress Capital Acquisition Corp. Announces Pricing of $350 Million Upsized Initial Public Offering Press Release, dated January 12, 2021 Exhibit 99.1 Fortress Capital Acquisition Corp. Announces Pricing of $350 Million Upsized Initial Public Offering NEW YORK, NY, January 12, 2021 – Fortress Capital Acquisition Corp. (the “Company”), a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar busine |
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| January 15, 2021 |
Warrant Agreement, dated January 12, 2021 Exhibit 4.1 WARRANT AGREEMENT between FORTRESS CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 12, 2021, is by and between Fortress Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York c |
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| January 15, 2021 |
Indemnity Agreement, dated January 12, 2021, between the Company and Michael Nierenberg. Indemnity Agreement, dated January 12, 2021, Michael Nierenberg Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 12, 2021, by and between FORTRESS CAPITAL ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and Michael Nierenberg (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicl |
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| January 15, 2021 |
Letter Agreement, dated January 12, 2021 Exhibit 10.5 January 12, 2021 Fortress Capital Acquisition Corp. 1345 Avenue of the Americas 45th Floor New York, New York 10105 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Fortr |
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| January 15, 2021 |
Registration Rights Agreement, dated January 12, 2021 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 12, 2021, is made and entered into by and among Fortress Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Fortress Capital Acquisition Sponsor LLC, a Delaware limited liability company (the “Spon |
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| January 14, 2021 |
$350,000,000 Fortress Capital Acquisition Corp. 35,000,000 Units 424B4 1 d90960d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)4 Registration No. 333-251651 PROSPECTUS $350,000,000 Fortress Capital Acquisition Corp. 35,000,000 Units Fortress Capital Acquisition Corp. is a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchas |
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| January 12, 2021 |
8-A12B 1 d100019d8a12b.htm 8-A12B U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 FORTRESS CAPITAL ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1554815 (State or other jurisdiction of Incorporation or Organ |
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| January 12, 2021 |
S-1MEF 1 d90415ds1mef.htm S-1MEF As filed with the Securities and Exchange Commission on January 12, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Fortress Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1554815 (State or oth |
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| January 11, 2021 |
CORRESP 1 filename1.htm Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 January 11, 2021 VIA EDGAR Office of Real Estate & Construction Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Todd Schiffman Re: Fortress Capital Acquisition Cor |
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| January 11, 2021 |
CORRESP 1 filename1.htm Fortress Capital Acquisition Corp. 1345 Avenue of the Americas, 45th Floor New York, NY 10105 January 11, 2021 VIA EMAIL & EDGAR Todd Schiffman Staff Attorney Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549-4561 Re: Fortress Capital Acquisition Corp. (the “Company”) Registration Statement on Form S-1 (Registrat |
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| January 7, 2021 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] FORTRESS CAPITAL ACQUISITION CORP. UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-FIFTH OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Ordinary Shares”), of Fortres |
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| January 7, 2021 |
Form of Underwriting Agreement. FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 30,000,000 Units1 Fortress Capital Acquisition Corp. UNDERWRITING AGREEMENT [•], 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 As Representatives of the several Underwriters Ladies and Gentlemen: Fortress Capital Acquisition Corp., a Cayman Islands exempt c |
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| January 7, 2021 |
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between Fortress Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Comp |
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| January 7, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT between FORTRESS CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between Fortress Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent” |
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| January 7, 2021 |
Form of Amended and Restated Memorandum and Articles of Association. Exhibit 3.2 THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF FORTRESS CAPITAL ACQUISITION CORP. (ADOPTED BY SPECIAL RESOLUTION DATED [DATE] AND EFFECTIVE ON [DATE]) THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF FORTRES |
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| January 7, 2021 |
S-1/A 1 d90960ds1a.htm AMENDMENT NO. 2 TO FORM S-1 Table of Contents As filed with the U.S. Securities and Exchange Commission on January 7, 2021. Registration No. 333-251651 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Fortress Capital Acquisition Corp. (Exact name of registrant as speci |
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| January 7, 2021 |
CORRESP Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 (212) 310-8000 FAX: (212) 310-8007 January 7, 2021 VIA EDGAR TRANSMISSION Office of Telecommunications Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D. |
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| January 7, 2021 |
FORM OF PRIVATE PLACEMENT PLACEMENT WARRANTS PURCHASE AGREEMENT Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of [•], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Fortress Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Fortress Capital |
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| January 7, 2021 |
Exhibit 10.2 [•], 2021 Fortress Capital Acquisition Corp. 1345 Avenue of the Americas 46th Floor New York, New York 10105 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Fortress Capital Acquisition Corp., a Cayman Islands |
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| December 31, 2020 |
Form of Administrative Services Agreement between the Registrant and FIG LLC Form of Administrative Services Agreement between the Registrant and FIG LLC Exhibit 10. |
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| December 31, 2020 |
Form of Indemnity Agreement Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between FORTRESS CAPITAL ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and [•] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations and companies as directors, officers o |
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| December 31, 2020 |
Form of Registration Rights Agreement among the Registrant and certain security holders. Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Fortress Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Fortress Capital Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the |
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| December 31, 2020 |
Form of Underwriting Agreement. Exhibit 1.1 30,000,000 Units1 Fortress Capital Acquisition Corp. UNDERWRITING AGREEMENT [•], 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 As Representatives of the several Underwriters Ladies and Gentlemen: Fortress Capital Acquisition Corp., a Cayman Islands exempt company (the “Company”), propose |
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| December 31, 2020 |
Specimen Class A Ordinary Share Certificate. Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] FORTRESS CAPITAL ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF FORTRESS CAPITAL ACQUISITION CORP. (THE “COMPANY”) Subject to the Company’s amended and |
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| December 31, 2020 |
Amendment No. 1 to Form S-1 Table of Contents As filed with the U.S. Securities and Exchange Commission on December 31, 2020. Registration No. 333-251651 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Fortress Capital Acquisition Corp. (Exact name of registrant as specified in its charter) |
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| December 31, 2020 |
Form of Amended and Restated Memorandum and Articles of Association. Form of Amended and Restated Memorandum and Articles of Association Exhibit 3.2 THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF FORTRESS CAPITAL ACQUISITION CORP. (ADOPTED BY SPECIAL RESOLUTION DATED [DATE] AND EFFECTIVE ON [DATE]) THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED |
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| December 31, 2020 |
Specimen Unit Certificate Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] FORTRESS CAPITAL ACQUISITION CORP. UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-FOURTH OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Or |
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| December 31, 2020 |
Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of [•], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Fortress Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Fortress Capital Acquisition Sponsor LLC, a Delaware limited liability company (t |
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| December 31, 2020 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Form of Warrant Agreement between CST & Trust Co. and the Registrant Exhibit 4.4 WARRANT AGREEMENT between FORTRESS CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between Fortress Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust C |
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| December 31, 2020 |
EX-10.3 10 d90960dex103.htm FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between Fortress Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “ |
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| December 31, 2020 |
Form Letter Agreement Exhibit 10.2 [•], 2021 Fortress Capital Acquisition Corp. 1345 Avenue of the Americas 46th Floor New York, New York 10105 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Fortress Capital Acquisition Co |
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| December 23, 2020 |
Consent of Debra Coleman Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Fortress Capital Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the |
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| December 23, 2020 |
Consent of Elizabeth Fascitelli.* Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Fortress Capital Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of For |
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| December 23, 2020 |
EX-10.5 4 d90960dex105.htm SECURITIES SUBSCRIPTION AGREEMENT, DATED SEPTEMBER 9, 2020 Exhibit 10.5 Execution Version Fortress Capital Acquisition Corp. 1345 Avenue of the Americas, 45th Floor New York, NY 10105 September 9, 2020 Fortress Capital Acquisition Sponsor LLC 1345 Avenue of the Americas, 45th Floor New York, NY 10105 RE: Securities Subscription Agreement Gentlemen: This agreement (this “ |
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| December 23, 2020 |
S-1 Table of Contents As filed with the U.S. Securities and Exchange Commission on December 23, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Fortress Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1554815 (State or other ju |
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| December 23, 2020 |
Memorandum and Articles of Association.* Exhibit 3.1 THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF FORTRESS CAPITAL ACQUISITION CORP. THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF FORTRESS CAPITAL ACQUISITION CORP. 1 The name of the Company is Fortress Capital Acquisition Corp. 2 The Registered Of |
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| December 23, 2020 |
Promissory Note, dated September 9, 2020, issued to Fortress Capital Acquisition Sponsor LLC.* EX-10.1 3 d90960dex101.htm PROMISSORY NOTE, DATED SEPTEMBER 9, 2020 Exhibit 10.1 Execution Version THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN O |
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| September 17, 2020 |
Memorandum and Articles of Association Exhibit 3.1 THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF FORTRESS CAPITAL ACQUISITION CORP. THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF FORTRESS CAPITAL ACQUISITION CORP. 1 The name of the Company is Fortress Capita |
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| September 17, 2020 |
Fortress Capital Acquisition Corp. 1345 Avenue of the Americas, 45th Floor New York, NY 10105 Securities Subscription Agreement Exhibit 10.5 Execution Version Fortress Capital Acquisition Corp. 1345 Avenue of the Americas, 45th Floor New York, NY 10105 September 9, 2020 Fortress Capital Acquisition Sponsor LLC 1345 Avenue of the Americas, 45th Floor New York, NY 10105 RE: Securities Subscription Agreement Gentlemen: This agreement (this “Agreement”) is entered into on September 9, 2020 by |
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| September 17, 2020 |
DRS Table of Contents This is a confidential draft submitted to the Securities and Exchange Commission on September 17, 2020 pursuant to Section 6(e) of the Securities Act of 1933, as amended, and is not being filed under such Act. |
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| September 17, 2020 |
Promissory Note Exhibit 10.1 Execution Version THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, S |
