SEC Filing Summary: Fortress America Acquisition Corporation
Business Context and Reporting Period
This Form 8-K, dated July 20, 2005, reports the consummation of the Initial Public Offering (IPO) by Fortress America Acquisition Corporation, a Delaware corporation. The filing details the completion of the offering on July 20, 2005, and the issuance of audited financial statements reflecting the receipt of proceeds.
Key Financial Metrics
- Gross Proceeds: $42,000,000 generated from the IPO.
- Units Sold: 7,000,000 Units.
- Offering Price: $6.00 per Unit.
- Unit Composition: One share of Common Stock ($0.0001 par value) and two Warrants (each warrant to purchase one share of Common Stock).
- Underwriter Option: An option granted to Sunrise Securities Corp. to purchase up to 700,000 additional Units at $7.50 per unit for a fee of $100.
- Revenue/Profit/Cash Flow: The filing text does not provide specific revenue, profit, or operating cash flow figures, as the company is a newly formed acquisition vehicle. Financial statements are referenced as Exhibit 99.1.
Material Changes
The primary material change is the transition from a private entity to a publicly traded company following the IPO. The company's capital structure has been established with the issuance of 7,000,000 Units and the associated warrants. There is no prior comparable period for operational metrics as the company was formed for the purpose of this offering.
Outlook, Risks, and Management Commentary
The filing confirms the successful closing of the IPO and the availability of audited financial statements as of July 20, 2005. No specific forward-looking guidance, risk factors, or management commentary regarding future business operations or target acquisitions is included in the text of this specific Form 8-K. The press release announcing the consummation is attached as Exhibit 99.2.
Investor Verification Checklist
- Review Exhibit 99.1 (Audited Financial Statements) to verify the exact cash balance and working capital position post-IPO.
- Confirm the terms of the underwriter's over-allotment option (700,000 Units at $7.50) and its potential dilution impact.
- Examine the press release (Exhibit 99.2) for details on the intended use of proceeds and the timeline for identifying a target acquisition.
- Verify the trading symbol and exchange listing details for the Common Stock and Warrants.