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EX-23.1 - EX-23.1 - Fortress Capital Acquisition Corpd90415dex231.htm
EX-5.2 - EX-5.2 - Fortress Capital Acquisition Corpd90415dex52.htm
EX-5.1 - EX-5.1 - Fortress Capital Acquisition Corpd90415dex51.htm

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 other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

 

 

1345 Avenue of the Americas

45th Floor

New York, New York 10105

Telephone: 212-798-6100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Michael Nierenberg

Chief Executive Officer

c/o Fortress Capital Acquisition Corp.

1345 Avenue of the Americas

45th Floor

New York, New York 10105

Telephone: 212-798-6100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Alexander D. Lynch, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Tel: (212) 310-8000
Fax: (212) 310-8007
 

Paul D. Tropp, Esq.

Michael S. Pilo, Esq.

Ropes & Gray LLP

1211 Avenue of the Americas

New York, NY 10036

(212) 596-9000

 

 

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.   ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ 333-251651

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     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 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Security Being Registered

 

Amount

Being

Registered

 

Proposed

Maximum

Offering Price

per Security(1)

 

Proposed

Maximum

Aggregate

Offering Price(1)

 

Amount of

Registration Fee

Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fifth of one redeemable warrant(2)

  5,500,000 units   $10.00   $55,000,000   $6,001

Class A ordinary shares included as part of the units(3)

  5,500,000 shares       (4)

Redeemable warrants included as part of the units(3)

  1,100,000 warrants       (4)

Total

          $55,000,000   $6,001(5)

 

 

 

(1)

Estimated solely for the purpose of calculating the registration fee.

(2)

Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-251651). Includes 500,000 units, consisting of 500,000 Class A ordinary shares and 100,000 warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.

(3)

Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(4)

No fee pursuant to Rule 457(g).

(5)

The Registrant previously registered securities having a proposed maximum aggregate offering price of $345,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-251651), which was declared effective by the Securities and Exchange Commission on January 12, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $55,000,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

 

 

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 


EXPLANATORY NOTE

This Registration Statement on Form S-1 is being filed by Fortress Capital Acquisition Corp., a Cayman Islands exempted company (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-251651) (the “Prior Registration Statement”), initially filed by the Registrant on December 23, 2020 and declared effective by the Securities and Exchange Commission on January 12, 2021. This Registration Statement covers the registration of an additional 5,500,000 of the Registrant’s units (including 500,000 units, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any), each consisting of one Class A ordinary share, $0.0001 par value per share, and one-fifth of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Class A ordinary share. The required opinions of counsel and related consent and the independent registered public accounting firm’s consents are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-251651) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

 

Exhibit

No.

   Description
  5.1    Opinion of Weil, Gotshal & Manges LLP, Counsel to Registrant.
  5.2    Opinion of Maples and Calder, Cayman Islands Legal Counsel to the Registrant.
23.1    Consent of WithumSmith+Brown, PC.
23.2    Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).
23.3    Consent of Maples and Calder (included in Exhibit 5.2).
24    Power of Attorney (included on signature page to the Registrant’s Prior Registration Statement (File No. 333-251651)) filed on December 23, 2020.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, State of New York on the 12th day of January 2021.

 

FORTRESS CAPITAL ACQUISITION CORP.

By:   /s/ Daniel N. Bass
Name:   Daniel N. Bass
Title:   Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Name

  

Position

 

Date

*

Michael Nierenberg

   Chief Executive Officer and Director (Principal Executive Officer)   January 12, 2021

 

/s/ Daniel N. Bass

Daniel N. Bass

   Chief Financial Officer (Principal Financial and Accounting Officer)   January 12, 2021

 

/s/ Debra Coleman

Debra Coleman

  

Director

 

 

January 12, 2021

 

 

/s/ Elizabeth Fascitelli

Elizabeth Fascitelli

  

Director

 

 

January 12, 2021

 

 

*By:

  /s/ Daniel N. Bass
 

Daniel N. Bass

 

Attorney-in-Fact