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): April 26, 2021
FORTRESS VALUE ACQUISITION CORP. IV
(Exact name of registrant as specified in its charter)
| Delaware | 001-40219 | 85-3271127 | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 1345 Avenue of the Americas 46th Floor |
10105 | |
| (Address of principal executive offices) | (Zip Code) |
(212) 798-6100
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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-commencements 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 | ||
| Units, each consisting of one share of Class A common stock and one-eighth of one redeemable warrant | FVIV.U | New York Stock Exchange | ||
| Class A common stock, par value $0.0001 per share | FVIV | 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 | FVIV 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). |
| ☐ | 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 26, 2021, the Board of Directors (the “Board”) of Fortress Value Acquisition Corp. IV (the “Company”) elected David Weinreb to serve as a director of the Company. The Board also appointed Mr. Weinreb to serve as a member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, having previously determined that Mr. Weinreb satisfied all applicable requirements to serve on such committees, including without limitation the applicable independence requirements of the New York Stock Exchange and the Securities Exchange Act of 1934, as amended. Upon Mr. Weinreb’s appointment to the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, Andrew A. McKnight, a member of those respective committees not meeting such independence requirements was removed. Following the appointment of Mr. Weinreb, the Company’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee each consists of Claudio Reyna, David Weinreb and Joshua A. Pack. Mr. Weinreb will serve until the second Annual Meeting of Stockholders or until his successor shall be elected and duly qualified.
Mr. Weinreb is the Chairman and Chief Executive of Weinreb Ventures. Mr. Weinreb cofounded and formerly served as Chief Executive Officer and a director of Howard Hughes Corp., having served in those capacities from November 2010 through October 2019. Mr. Weinreb has over 30 years of real estate industry experience, including 17 years as the Chairman and Chief Executive Officer of TPMC Realty Corporation prior to cofounding the Howard Hughes Corp. Mr. Weinreb serves on the national board of the Alzheimer’s Drug Discovery Foundation. The Company believes Mr. Weinreb is well qualified to serve on the Board due to his extensive managerial experience.
There are no arrangements or understandings between the Mr. Weinreb and any other person pursuant to which he was elected as a director of the Company, and there are no family relationships between Mr. Weinreb and any of the Company’s other directors or executive officers.
In connection with Mr. Weinreb’s appointment, he and the Company entered into (i) an indemnification agreement and (ii) a joinder to each of the letter agreement and the registration rights agreement, each dated as of March 15, 2021, entered into by the Company with its directors (and the other parties thereto) in connection with the Company’s initial public offering. Each of the director indemnification agreement, the letter agreement and the registration rights agreement was described in, and the forms of which were filed as exhibits to, the Company’s registration statement relating to the Company’s initial public offering (File No. 333-253306).
In connection with his appointment as a director of the Company, Mr. Weinreb will receive 25,000 founder shares from the Company’s sponsor, Fortress Value Acquisition Sponsor IV LLC.
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Fortress Value Acquisition Corp. IV | ||||||
| Date: April 26, 2021 | By: | /s/ Joshua A. Pack | ||||
| Name: | Joshua A. Pack | |||||
| Title: | Chief Executive Officer | |||||
3