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OMB APPROVAL
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Number:
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3235-0058
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Expires:
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February 28, 2022
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Estimated average burden
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hours per response
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2.50
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SEC FILE NUMBER
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001-39439
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CUSIP NUMBER
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00216W109
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION
OF LATE FILING
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(Check one):
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☐ Form 10-K
☐ Form 20-F ☐ Form 11-K
☒ Form 10-Q
☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
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For Period Ended: September 30, 2021
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☐ Transition Report on Form 10-K
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☐ Transition Report on Form 20-F
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☐ Transition Report on Form 11-K
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☐ Transition Report on Form 10-Q
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For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I REGISTRANT
INFORMATION
ATI Physical Therapy, Inc.
Full Name of Registrant
Fortress Value Acquisition Corp. II
Former Name if Applicable
790
Remington Boulevard
Address of Principal Executive Office (Street and Number)
Bolingbrook, Illinois 60440
City, State and Zip Code
PART
II RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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☒
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(a)
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable
effort or expense.
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date;
and
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition
report or portion thereof, could not be filed within the prescribed time period.
(Attach extra Sheets if Needed)
The Registrant is unable to file, without unreasonable effort or expense, its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2021) by the prescribed filing date for the reasons stated below.
During the
quarter-end closing process, we identified an immaterial prior period error with respect to the amount of the non-cash goodwill impairment charge recorded for the three
and six months ended June 30, 2021, specifically related to the assumed benefit to enterprise value as of June 30, 2021 associated with the Companys net operating loss carryforwards. We evaluated the effects of this error on our
previously-issued condensed consolidated financial statements in accordance with the applicable accounting guidance, and concluded that no prior period is materially misstated. The Registrant required more time to finalize its disclosures and the
evaluation of the control deficiency related to the revision. The Registrant will file its Form 10-Q within the five calendar day extension period in accordance with Rule
12b-25 of the Securities Exchange Act of 1934.
PART IV OTHER INFORMATION
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(1)
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Name and telephone number of person to contact in regard to this notification
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Joseph Jordan
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702
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844-6111
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s). Yes ☒ No ☐
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(3)
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or
portion thereof? Yes ☒ No ☐
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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Net (loss) income was $(333.8) million in the third quarter of 2021 compared to $1.0 million in the third quarter of 2020.
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Adjusted EBITDA was $8.5 million in the third quarter of 2021 compared to $17.3 million in the third quarter of 2020 (excluding CARES Act Provider Relief Funds of $23.1 million).
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As a result of the prior period error described in Part III, there was an immaterial change to the amount of goodwill impairment charges for the third quarter of 2021 in relation to the amount included in our press
release furnished as Exhibit 99.1 to our Form 8-K on November 9, 2021, which had a corresponding impact on net loss.
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