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    Fortress Value Acquisition Corp. II filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits

    6/17/21 8:18:34 AM ET
    $FAII
    Business Services
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    Form 8-K
    false 0001815849 0001815849 2021-06-16 2021-06-16 0001815849 us-gaap:CommonStockMember 2021-06-16 2021-06-16 0001815849 faii:RedeemableWarrantsMember 2021-06-16 2021-06-16

     

     

    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, 2021 (June 16, 2021)

     

     

    ATI PHYSICAL THERAPY, INC.

    (Exact name of registrant as specified in its charter)

     

     

     

    Delaware   001-39439   85-1408039

    (State or other jurisdiction

    of incorporation)

     

    (Commission

    File Number)

     

    (IRS Employer

    Identification No.)

     

    790 Remington Boulevard

    Bolingbrook, Illinois

      60440
    (Address of principal executive offices)   (Zip Code)

    Registrant’s telephone number, including area code: (630) 296-2223

     

     

    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 communications 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

     

    Trading

    Symbols

     

    Name of each exchange

    on which registered

    Class A Common Stock, $0.0001 par value   ATIP   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   ATIP 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 7.01

    Regulation FD Disclosure.

    On June 17, 2021, the Company issued a press release announcing the consummation of the previously announced business combination pursuant to that certain Agreement and Plan of Merger, dated as of February 21, 2021, by and among Fortress Value Acquisition Corp. II, a Delaware corporation (“FAII”), FVAC Merger Corp. II, a Delaware corporation and a direct, wholly-owned subsidiary of FAII (“Merger Sub”), and Wilco Holdco, Inc., a Delaware corporation (“Wilco”), which provided for the merger of Merger Sub with and into Wilco, with Wilco being the surviving corporation. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

    In accordance with General Instruction B.2 of Form 8-K, the information under this Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

     

    Item 9.01

    Financial Statements and Exhibits.

    (d) Exhibits.

     

    Exhibit
    Number

      

    Description

    99.1    Press Release, dated as of June 17, 2021.
    104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


    SIGNATURE

    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.

     

    Dated: June 17, 2021     ATI Physical Therapy, Inc.
        By:  

    /s/ Joseph Jordan

        Name:   Joseph Jordan
        Title:   Chief Financial Officer
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