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 16, 2021 (June 15, 2021)

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

Fortress Value Acquisition Corp. II

1345 Avenue of the Americas

New York, NY 10105

(Former Name or Former Address, if Changed Since Last Report)

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:

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.  ☐

Introductory Note

In connection with the special meeting of stockholders of FAII held on June 15, 2021 at 8:00 a.m., Eastern Time, virtually (the “Special Meeting”), and the previously announced business combination pursuant to that certain Agreement and Plan of Merger, dated as of February 21, 2021 (the “Merger Agreement”), 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 (the “Merger”, and together with the other transactions contemplated by the Merger Agreement, the “Business Combination”), holders of 8,987,746 shares of Company Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), reflecting approximately 26% of the outstanding Class A Common Stock, exercised their right to redeem their shares for cash at a redemption price of $10.00 per share, for an aggregate redemption amount of approximately $89.9 million.

On June 16, 2021, the registrant consummated the Business Combination pursuant to the Merger Agreement. In connection with the closing of the Business Combination (the “Closing”), the registrant owns, directly or indirectly, 100% of the stock of Wilco and its subsidiaries, and the stockholders of Wilco as of immediately prior to the effective time of the Merger hold a portion of the Class A Common Stock.

In connection with the Closing, the registrant changed its name from “Fortress Value Acquisition Corp. II” to “ATI Physical Therapy, Inc.” Unless the context otherwise requires, in this Current Report on Form 8-K, the “registrant” and the “Company” refer to Fortress Value Acquisition Corp. II prior to the Closing and to the combined company and its subsidiaries following the Closing.

The NYSE Issuance Proposal was approved, having received “for” votes from holders of at least 50.1% of the votes cast by holders of outstanding shares of common stock represented in person or by proxy at the Special Meeting.

The Charter Amendment Proposal was approved, having received “for” votes from holders of at least 50.1% of the outstanding shares of common stock.

All nominees for election to the board of directors of FAII to serve on the FAII board until the earlier of the closing and the 2023 annual meeting of stockholders were elected, each such nominee having received “for” votes from holders of at least a plurality of the outstanding shares of common stock represented in person or by proxy at the Special Meeting.

The Incentive Plan Proposal was approved, having received “for” votes from holders of at least 50.1% of the votes cast by holders of outstanding shares of common stock represented in person or by proxy at the Special Meeting.

In connection with the Special Meeting, FAII also solicited proxies with respect to the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or for any other reason permitted by the Merger Agreement in connection with, the approval of one or more of the proposals at the Special Meeting. As there were sufficient votes at the time of the Special Meeting to approve proposals 1 through 6 and to ensure that a quorum was present at the Special Meeting, the adjournment of the Special Meeting to solicit additional proxies for such purpose was unnecessary and such proposal was not submitted to the holders of shares of FAII common stock for approval at the Special Meeting.