UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
Telephone Number, Including Area Code:
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 | ||
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 September 26, 2023 related to the acquisition of Barbeque Integrated, Inc. and Subsidiaries (“BBQI”). 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 September 25, 2023, the Company acquired BBQI from affiliates of Sun Capital Partners, Inc. BBQI owns and operates Smokey Bones Barbeque and Grill restaurant facilities.
The Company is filing this Current Report on Form 8-K/A to provide certain financial statements of BBQI and unaudited pro forma financial information of BBQI 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 BBQI as of and for the year ended January 1, 2023 are included as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated by reference herein.
The unaudited condensed consolidated financial statements of BBQI as of and for the interim six months ended July 2, 2023 are included as Exhibit 99.2 to this Current Report on Form 8-K/A as Exhibit 99.2 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 and BBQI with respect to the year ended December 25, 2022 and the six months ended June 25, 2023 are included as Exhibit 99.3 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 BDO USA LLP | |
| 99.1 | Audited Consolidated Financial Statements for BBQI as of and for the year ended January 1, 2023 | |
| 99.2 | Unaudited Condensed Consolidated Financial Statements for BBQI as of and for the twenty-six weeks ended July 2, 2023 | |
| 99.3 | Unaudited Pro Forma Condensed Combined Balance Sheet as of June 25, 2023 and Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December 25, 2022 and the twenty-six weeks ended June 25, 2023 | |
| 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: October 27, 2023
| FAT Brands Inc. | ||
| By: | /s/ Kenneth J. Kuick | |
| Kenneth J. Kuick | ||
| Chief Financial Officer | ||