Filing Details
- Accession Number:
- 0001319244-22-000081
- Form Type:
- 13G Filing
- Publication Date:
- 2022-02-02 19:00:00
- Filed By:
- Integrated Core Strategies (us) Llc
- Company:
- Fortress Value Acquisition Corp. Iii
- Filing Date:
- 2022-02-03
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Integrated Core Strategies (US) | 0 | 366,939 | 0 | 366,939 | 366,939 | 1.6% |
| Riverview Group | 0 | 304,000 | 0 | 304,000 | 304,000 | 1.3% |
| ICS Opportunities, Ltd | 0 | 100,000 | 0 | 100,000 | 100,000 | 0.4% |
| ICS Opportunities II | 0 | 19,194 | 0 | 19,194 | 19,194 | 0.1% |
| Millennium International Management | 0 | 119,194 | 0 | 119,194 | 119,194 | 0.5% |
| Millennium Management | 0 | 790,133 | 0 | 790,133 | 790,133 | 3.4% |
| Millennium Group Management | 0 | 790,133 | 0 | 790,133 | 790,133 | 3.4% |
| Israel A. Englander | 0 | 790,133 | 0 | 790,133 | 790,133 | 3.4% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(AMENDMENT NO. 1)
FORTRESS VALUE ACQUISITION CORP. III |
| (Name of Issuer) |
CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE |
| (Title of Class of Securities) |
34964G107 |
| (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:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
The remainder of this cover page shall be filled out for a reporting persons 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. | 34964G107 | SCHEDULE 13G | Page | 2 | of | 16 |
| 1 | NAMES OF REPORTING PERSONS Integrated Core Strategies (US) LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o |
| 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 366,939 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE
POWER 366,939 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 366,939 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 1.6% |
| 12 | TYPE OF REPORTING PERSON OO |
| CUSIP
No. | 34964G107 | SCHEDULE 13G | Page | 3 | of | 16 |
| 1 | NAMES OF REPORTING PERSONS Riverview Group LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o |
| 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 304,000 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 304,000 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 304,000 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 1.3% |
| 12 | TYPE OF REPORTING PERSON OO |
| CUSIP
No. | 34964G107 | SCHEDULE 13G | Page | 4 | of | 16 |
| 1 | NAMES OF REPORTING PERSONS ICS Opportunities, Ltd. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER 100,000 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 100,000 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 100,000 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.4% |
| 12 | TYPE OF REPORTING PERSON CO |
| CUSIP
No. | 34964G107 | SCHEDULE 13G | Page | 5 | of | 16 |
| 1 | NAMES OF REPORTING PERSONS ICS Opportunities II LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER 19,194 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 19,194 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 19,194 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.1% |
| 12 | TYPE OF REPORTING PERSON OO |
| CUSIP
No. | 34964G107 | SCHEDULE 13G | Page | 6 | of | 16 |
| 1 | NAMES OF REPORTING PERSONS Millennium International Management LP |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o |
| 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 119,194 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 119,194 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 119,194 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.5% |
| 12 | TYPE OF REPORTING PERSON PN |
| CUSIP
No. | 34964G107 | SCHEDULE 13G | Page | 7 | of | 16 |
| 1 | NAMES OF REPORTING PERSONS Millennium Management LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o |
| 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 790,133 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 790,133 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 790,133 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 3.4% |
| 12 | TYPE OF REPORTING PERSON OO |
| CUSIP
No. | 34964G107 | SCHEDULE 13G | Page | 8 | of | 16 |
| 1 | NAMES OF REPORTING PERSONS Millennium Group Management LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o |
| 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 790,133 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 790,133 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 790,133 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 3.4% |
| 12 | TYPE OF REPORTING PERSON OO |
| CUSIP
No. | 34964G107 | SCHEDULE 13G | Page | 9 | of | 16 |
| 1 | NAMES OF REPORTING PERSONS Israel A. Englander |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER 790,133 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 790,133 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 790,133 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 3.4% |
| 12 | TYPE OF REPORTING
PERSON IN |
| CUSIP
No. | 34964G107 | SCHEDULE 13G | Page | 10 | of | 16 |
| Item 1. | ||
| | (a) | Name of Issuer: |
| | ||
| | Fortress Value Acquisition Corp. III | |
| | ||
| | (b) | Address of Issuers Principal Executive Offices: |
| | ||
| | 1345 Avenue of the Americas, 46th Floor | |
| Item 2. | (a) | Name of Person Filing: |
| | (b) | Address of Principal Business Office: |
| | (c) | Citizenship: |
| | Integrated Core Strategies (US) LLC c/o Millennium Management LLC 399 Park Avenue New York, New York 10022 Citizenship: Delaware | |
| | ||
| |
Riverview Group LLC c/o Millennium Management LLC 399 Park Avenue New York, New York 10022 Citizenship: Delaware | |
| | ||
| |
ICS Opportunities, Ltd. c/o Millennium International Management LP 399 Park Avenue New York, New York 10022 Citizenship: Cayman Islands | |
| | ||
| | ICS Opportunities II LLC c/o Millennium International Management LP 399 Park Avenue New York, New York 10022 Citizenship: Cayman Islands | |
| | ||
| | Millennium International Management LP 399 Park Avenue New York, New York 10022 Citizenship: Delaware | |
| | ||
| | Millennium Management LLC 399 Park Avenue New York, New York 10022 Citizenship: Delaware | |
| | ||
| | Millennium Group Management LLC 399 Park Avenue New York, New York 10022 Citizenship: Delaware | |
| | ||
| | Israel A. Englander c/o Millennium Management LLC 399 Park Avenue New York, New York 10022 Citizenship: United States | |
| | ||
| (d) | Title of Class of Securities: | |
| Class A common stock, par value $0.0001 per share ("Class A Common Stock") | ||
| | ||
| (e) | CUSIP Number: | |
| 34964G107 |
| CUSIP
No. | 34964G107 | SCHEDULE 13G | Page | 11 | of | 16 |
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
| | (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |||
| | (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |||
| | (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |||
| | (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |||
| | (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| | (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| CUSIP
No. | 34964G107 | SCHEDULE 13G | Page | 12 | of | 16 |
| | (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |||
| | (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |||
| | (i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |||
| | (j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned
See response to Item 9 on each cover page.
(b) Percent of Class:
See response to Item 11 on each cover page.
| CUSIP
No. | 34964G107 | SCHEDULE 13G | Page | 13 | of | 16 |
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the voteSee response to Item 5 on each cover page.
(ii) Shared power to vote or to direct the vote
See response to Item 6 on each cover page.
(iii) Sole power to dispose or to direct the disposition of
See response to Item 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of
See response to Item 8 on each cover page.
The securities disclosed herein as potentially beneficially owned by Millennium Management LLC, Millennium Group Management LLC and Mr. Englander are held by entities subject to voting control and investment discretion by Millennium Management LLC and/or other investment managers that may be controlled by Millennium Group Management LLC (the managing member of Millennium Management LLC) and Mr. Englander (the sole voting trustee of the managing member of Millennium Group Management LLC). The foregoing should not be construed in and of itself as an admission by Millennium Management LLC, Millennium Group Management LLC or Mr. Englander as to beneficial ownership of the securities held by such entities.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ.
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
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP
No. | 34964G107 | SCHEDULE 13G | Page | 14 | of | 16 |
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of February 2, 2022, by and among Integrated Core Strategies (US) LLC, Riverview Group LLC, ICS Opportunities, Ltd., ICS Opportunities II LLC, Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.
| CUSIP
No. | 34964G107 | SCHEDULE 13G | Page | 15 | of | 16 | ||||
| SIGNATURE |
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: February 2, 2022
INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General PartnerName: Gil Raviv
Title: Global General Counsel
RIVERVIEW GROUP LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General PartnerBy: /s/ Gil RavivName: Gil Raviv
Title: Global General Counsel
ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment ManagerBy: /s/Gil RavivName: Gil Raviv
Title: Global General Counsel
ICS OPPORTUNITIES II LLC
By: Millennium International Management LP,
its Investment ManagerBy: /s/Gil RavivName: Gil Raviv
Title: Global General Counsel
MILLENNIUM INTERNATIONAL MANAGEMENT LP
By: /s/Gil RavivName: Gil Raviv
Title: Global General Counsel
MILLENNIUM MANAGEMENT LLC
By: /s/Gil RavivName: Gil Raviv
Title: Global General Counsel
MILLENNIUM GROUP MANAGEMENT LLC
By: /s/Gil RavivName: Gil Raviv
Title: Global General Counsel
/s/ Israel A. EnglanderIsrael A. Englander
| CUSIP
No. | 34964G107 | SCHEDULE 13G | Page | 16 | of | 16 | ||||
| EXHIBIT I | ||||||||||
| JOINT FILING AGREEMENT |
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A Common Stock, par value $0.0001 per share, of Fortress Value Acquisition Corp. III will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: February 2, 2022
INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General PartnerName: Gil Raviv
Title: Global General Counsel
RIVERVIEW GROUP LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General PartnerBy: /s/ Gil RavivName: Gil Raviv
Title: Global General Counsel
ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment ManagerBy: /s/Gil RavivName: Gil Raviv
Title: Global General Counsel
ICS OPPORTUNITIES II LLC
By: Millennium International Management LP,
its Investment ManagerBy: /s/Gil RavivName: Gil Raviv
Title: Global General Counsel
MILLENNIUM INTERNATIONAL MANAGEMENT LP
By: /s/Gil RavivName: Gil Raviv
Title: Global General Counsel
MILLENNIUM MANAGEMENT LLC
By: /s/Gil RavivName: Gil Raviv
Title: Global General Counsel
MILLENNIUM GROUP MANAGEMENT LLC
By: /s/Gil RavivName: Gil Raviv
Title: Global General Counsel
/s/ Israel A. EnglanderIsrael A. Englander