SEC Filing Summary: Fortress America Acquisition Corporation
Business Context and Reporting Period
This Form 8-K was filed on August 24, 2005, by Fortress America Acquisition Corporation, a Delaware corporation. The report details the consummation of an over-allotment option related to the company's initial public offering (IPO), which originally closed on July 20, 2005.
Key Financial Metrics
- Gross Proceeds: $4,800,000 generated from the over-allotment exercise.
- Units Sold: 800,000 additional Units acquired by underwriters.
- Offering Price: $6.00 per Unit.
- Unit Composition: Each Unit consists of one share of Common Stock ($0.0001 par value) and two Warrants (each warrant to purchase one share of Common Stock).
- Liquidity: The filing confirms the receipt of proceeds from the over-allotment, reflected in audited financial statements dated August 24, 2005.
The filing text does not provide specific values for revenue, profit, operating margins, or debt levels, as the company is a special purpose acquisition vehicle (SPAC) in its formation stage.
Material Changes
The primary material change is the increase in outstanding capital and cash reserves resulting from the underwriters' exercise of the over-allotment option on August 24, 2005. This follows the initial sale of 7,000,000 Units in July 2005.
Outlook and Management Commentary
Management has issued audited financial statements as of August 24, 2005, which are included as Exhibit 99.1 to this report. A press release announcing the consummation of the over-allotment is included as Exhibit 99.2. The filing does not contain specific forward-looking guidance, risk factors, or discussion of contingencies beyond the standard disclosure of the transaction completion.
Investor Verification Checklist
- Verify the total number of outstanding Units (initial 7,000,000 plus 800,000 over-allotment).
- Review Exhibit 99.1 (Audited Financial Statements) for the exact cash balance and working capital position post-over-allotment.
- Confirm the terms of the Warrants included in the Units, specifically exercise price and expiration.
- Check for any subsequent filings regarding the status of the trust account holding the IPO proceeds.