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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

Amendment No. 1

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 15, 2021

 

FAT Brands Inc.

(Exact name of Registrant as Specified in Its Charter)

 

Delaware   001-38250   82-1302696

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

9720 Wilshire Blvd., Suite 500

Beverly Hills, CA

  90212
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (310) 319-1850

 

Not Applicable

(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 (see General Instructions A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  

Trading

Symbol(s)

  Name of each exchange on which registered
Class A Common Stock   FAT   The Nasdaq Stock Market LLC
Class B Common Stock   FATBB   The Nasdaq Stock Market LLC
Series B Cumulative Preferred Stock   FATBP   The Nasdaq Stock Market LLC
Warrants to purchase Common Stock   FATBW   The Nasdaq Stock Market LLC

 

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. ☐

 

 

 

 
 

 

Explanatory Note

 

This Current Report on Form 8-K/A amends the Current Report on Form 8-K previously filed by Fat Brands, Inc. (the “Company”) on December 16, 2021 related to the acquisition of Fazoli’s Holdings, LLC (“Fazoli’s). This Current Report on Form 8-K/A includes the financial statements that had been omitted from the previously filed Current Report on Form 8-K as permitted by Item 9.01(a) and (b) of Form 8-K.

 

On December 15, 2021, the Company acquired Fazoli’s from affiliates of Sentinel Capital Partners. Fazoli’s and its subsidiaries franchise and operate quick-service restaurants offering premium quality Italian food.

 

The Company is filing this Current Report on Form 8-K/A to provide certain financial statements of Fazoli’s and unaudited pro forma financial information of Fazoli’s and the Company required by Item 9.01 of Form 8-K.

 

 
 

 

Item 9.01 Financial Statements and Exhibits.

 

(a) Financial Statements of Business Acquired

 

The audited consolidated financial statements of Fazoli’s as of and for the years ended March 31, 2021 and April 1, 2020 and the unaudited consolidated financial statements of Fazoli’s as of and for the 26 weeks ended September 29, 2021 and September 30, 2020 are included as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated by reference herein.

 

(b) Pro forma Financial Information

 

The unaudited pro forma combined financial information of FAT Brands Inc. and its subsidiaries, GFG Holding Inc. and its subsidiaries, Twin Peaks Buyer LLC and its subsidiaries and Fazoli’s Holdings LLC and its subsidiaries with respect to the year ended December 27, 2020 and the 39 weeks ended September 26, 2021 are included as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated by reference herein.

 

(d) Exhibits

 

The following exhibits are filed herewith:

 

Exhibit
No. 		  Description
     
23.1   Consent of Crowe LLP
     
99.1   Audited Consolidated Financial Statements for Fazoli’s Group, Inc. and subsidiaries as of and for the years ended March 31, 2021 and April 1, 2020 and Unaudited Consolidated Financial Statements for Fazoli’s Group, Inc. and subsidiaries as of and for the 26 weeks ended September 29, 2021 and September 30, 2020
     
99.2   Unaudited Pro Forma Condensed Combined Balance Sheet as of September 26, 2021 and Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December 27, 2020 and the thirty nine weeks ended September 26, 2021
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: January 31, 2022

 

  FAT Brands Inc.
     
  By: /s/ Kenneth J. Kuick
    Kenneth J. Kuick
    Chief Financial Officer

 

 

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