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 box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. G36427105 | Schedule 13G |
| 1 | Names of Reporting Persons
Fortress Capital Acquisition Sponsor LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
9,950,000 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
9,950,000 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,950,000 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
19.9% | |||||
| 12 | Type of Reporting Person
OO | |||||
2
| Item 1(a). | Name of Issuer: |
Fortress Capital Acquisition Corp.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
1345 Avenue of Americas, 45th Floor
New York, NY 10105
| Item 2(a). | Name of Person Filing: |
This statement is filed on behalf of Fortress Capital Acquisition Sponsor LLC (the “Reporting Person”).
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The principal business office of the Reporting Person is:
1345 Avenue of Americas, 45th Floor
New York, NY 10105
| Item 2(c). | Citizenship: |
The Reporting Person is a Delaware limited liability company.
| Item 2(d). | Title of Class of Securities: |
Class A ordinary shares, par value $0.0001 per share, of the Issuer.
| Item 2(e). | CUSIP Number: |
G36427105
| Item 3. | Not applicable. |
| Item 4. | Ownership: |
(a)-(c) The responses of the Reporting Person to Rows 5, 6, 7, 8, 9 and 11 in the cover page which relate to the beneficial ownership of the Class A ordinary shares, as of December 31, 2021, are incorporated herein by reference.
The Reporting Person directly owns 9,950,000 Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares”), which are convertible into Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares”), representing 19.9% of the Issuer’s outstanding shares.
3
The holdings reported herein exclude 7,333,333 Class A ordinary shares issuable upon the exercise of 7,333,333 private placement warrants held by the Reporting Person. Each private placement warrant is exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation.
Percentage ownership is based on (i) 40,000,000 Class A ordinary shares outstanding as of December 16, 2021, as reported by the Issuer in the Quarterly Report on Form 10-Q/A filed with the Securities and Exchange Commission for the period ended September 30, 2021, and (ii) 9,950,000 Class B ordinary shares, and assumes conversion of the Class B ordinary shares held by the Reporting Person into Class A ordinary shares.
| Item 5. | Ownership of Five Percent or Less of a Class: |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group: |
Not applicable.
| Item 9. | Notice of Dissolution of Group: |
Not applicable.
| Item 10. | Certification: |
Not applicable.
4
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2022
| FORTRESS CAPITAL ACQUISITION SPONSOR LLC | ||
| By: | /s/ David Brooks | |
| Name: David Brooks | ||
| Title: Secretary | ||
