Filed Pursuant to Rule 424(b)(3)
Registration No. 333-257801
Prospectus
ATI Physical Therapy, Inc.
157,588,289 shares of Common Stock
14,465,067 Warrants
Up to 21,365,058 shares of Common Stock Issuable upon Exercise of the Warrants
This prospectus relates to: (1) the issuance by us of up to 6,899,991 shares of Class A common stock, par value $0.0001 per share (“Common Stock”) that may be issued upon exercise of our publicly-traded warrants (the “Public Warrants”) at an exercise price of $11.50 per share, (2) the issuance by us of up to 2,966,666 shares of Common Stock that may be issued upon exercise of 2,966,666 warrants (“Private Placement Warrants” and, together with the Public Warrants, the “IPO Warrants”) at an exercise price of $11.50 per Private Placement Warrant, (3) the issuance by us of up to 5,226,546 shares of Common Stock that may be issued upon exercise of warrants at an exercise price of $3.00 per share (the “Series I Warrants”), (4) the issuance by us of up to 6,271,855 shares of Common Stock issuable upon the exercise of warrants at an exercise price of $0.01 per share (“Series II Warrants” and, together with the Private Placement Warrants and the Series I Warrants, the “Resale Warrants” and, the Resale Warrants together with the Public Warrants, the “Warrants”), and (5) the offer and sale from time to time by the selling securityholders identified in this prospectus (the “Selling Securityholders”), or their permitted transferees, of up to 142,588,289 shares of Common Stock currently outstanding, 14,465,067 Resale Warrants and up to 15,000,000 shares of Common Stock that may be issued pursuant to the earnout provisions of the Merger Agreement (as defined herein) (“Earnout Shares”).
This prospectus provides you with a general description of such securities and the general manner in which we and the Selling Securityholders may offer or sell the securities. More specific terms of any securities that we and the Selling Securityholders may offer or sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus.
We will not receive any proceeds from the sale of the securities under this prospectus, although we could receive up to approximately $129,208,912 for the issuance by us of the Common Stock registered under this prospectus assuming the exercise of all the outstanding Warrants, to the extent such warrants are exercised for cash. However, we will pay certain expenses associated with the sale of securities pursuant to this prospectus. Any amounts we receive from such exercises will be used for working capital and other general corporate purposes.
Information regarding the Selling Securityholders, the amounts of shares of Common Stock that may be sold by them and the times and manner in which they may offer and sell the shares of Common Stock under this prospectus is provided under the sections entitled “Selling Securityholders” and “Plan of Distribution,” respectively, in this prospectus. The Selling Securityholders may sell any, all, or none of the securities offered by this prospectus.
The Selling Securityholders and intermediaries through whom such securities are sold may be deemed “underwriters” within the meaning of the Securities Act of 1933, as amended, with respect to the securities offered hereby, and any profits realized or commissions received may be deemed underwriting compensation. We have agreed to indemnify certain of the Selling Securityholders against certain liabilities, including liabilities under the Securities Act. You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities.
Our Common Stock and our Public Warrants are listed on the New York Stock Exchange, or “NYSE,” under the symbol “ATIP” and “ATIP WS” respectively. On August 15, 2022, the last reported sale prices of our Common Stock was $0.949 per share and the last reported sales price of our Public Warrants was $0.09 per Public Warrant.
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 4 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is August 15, 2022