UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~November~~January 823, ~~2024~~2025

BurgerFi International, Inc.

(Exact name of registrant as specified in its charter)

001-38417		Delaware		82-2418815
(Commission File Number)		(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

200 E Las Olas Blvd., Suite 1400, Fort Lauderdale, FL		33301
5271 California Avenue, Suite 270 Irvine, CA		92617
(Address of principal executive offices)		(Zip Code)

(~~954~~949) ~~618~~357-~~2000~~2360

(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:

¨	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. ¨

Item 1.01. Entry into a Material Definitive Agreement.

The information set forth below in Item 1.03 of this Current Report on Form 8-K regarding the Sale Orders and related asset purchase agreements is incorporated herein by reference.

Item 1.03.

Bankruptcy or Receivership.

As previously reported, on September 11, 2024, BurgerFi International, Inc. (the “Company”) and 114 direct or indirect subsidiaries (collectively with the Company, the “Debtors”) filed voluntary petitions for relief under chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District Court of Delaware (the “Court”). The Debtors are operating as debtors in possession in accordance with the applicable provisions of the Bankruptcy Code and their cases are being jointly administered under the caption In re BurgerFi International, Inc., Case No. 24-12017 (CTG).

On ~~November 8~~January 27, ~~2024~~2025, ~~the~~ ~~Court~~the ~~entered~~Debtors ~~orders~~filed ~~approving~~with the ~~sales~~Bankruptcy byCourt the ~~Debtors~~First ofAmended ~~the~~Combined ~~Anthony’s~~Disclosure ~~Coal~~Statement ~~Fired Pizza assets~~ and ~~the~~Joint ~~BurgerFi~~Chapter ~~assets~~11 toPlan ~~TREW Capital~~of ~~Management Private Credit 2 LLC~~ Liquidation (the “~~TREW~~Plan”) ~~or its designees [Docket Nos~~. ~~310~~As ~~and~~described ~~311]~~therein, (the ~~“Sale~~Plan ~~Orders”). Among~~provides, among other things, ~~the Sale Orders provide~~ for (i) the ~~sale~~satisfaction ~~of the Anthony’s Coal Fired Pizza assets~~ in ~~exchange~~full ~~for a credit bid~~ of ~~$44~~all ~~million~~allowed ~~and~~administrative, ~~the~~priority ~~assumption~~and ofsecured ~~certain liabilities by TREW~~claims, ~~and for~~ (ii) the ~~sale~~cancellation of the ~~BurgerFi~~Company’s ~~assets~~existing inequity ~~exchange~~interests for ~~a credit bid of~~ ~~$10~~no ~~million~~consideration; ~~and~~ (iii) the ~~assumption~~issuance of ~~certain~~new ~~liabilities~~equity byinterests to TREW, ~~with~~Capital ~~these~~Management ~~transactions~~Private ~~serving~~Credit to2 ~~fully~~LLC ~~satisfy~~or ~~the~~its ~~Debtors’~~assignee; ~~obligations~~and ~~under~~(iv) certain ~~their~~distributions ~~senior~~for ~~secured~~holders ~~superpriority~~of ~~debtor-in-possession~~allowed ~~financing~~general ~~facilities~~unsecured ~~and~~claims ~~with~~to ~~the~~be ~~Debtors~~funded ~~retaining~~solely ~~certain~~by ~~assets~~a ~~and~~liquidating ~~claims for~~trust ~~the~~from ~~benefit of unsecured creditors~~specified assets. The ~~sale~~foregoing description of the ~~Anthony’s~~Plan ~~Coal~~is ~~Fired~~qualified ~~Pizza~~in ~~assets~~its ~~closed~~entirety onby ~~November~~reference ~~15,~~to ~~2024,~~the ~~and~~full ~~the~~text ~~sale~~ of the ~~BurgerFi~~Plan, ~~assets~~a ~~closed~~copy onof ~~November~~which is ~~27,~~attached ~~2024~~hereto as Exhibit 99.1.

On ~~November 14~~January 29, ~~2024~~2025, ~~each~~ ~~Debtor~~the ~~filed~~Bankruptcy ~~its~~Court ~~Schedule~~entered ofan ~~Assets~~order ~~and~~approving ~~Liabilities~~the ~~and~~disclosures ~~its~~set ~~Statement~~forth ofin ~~Financial~~the ~~Affairs~~Plan ~~(collectively,~~on ~~the~~an ~~“Schedules~~interim basis and ~~Statements”).~~ ~~The~~approving ~~Debtors~~procedures ~~prepared~~for soliciting ~~the~~votes ~~Schedules~~to ~~and~~accept ~~Statements~~or ~~with~~reject the ~~assistance~~Plan. Holders of ~~their~~the ~~advisors~~Company’s ~~and~~existing inequity ~~accordance~~interests ~~with section~~are ~~521~~deemed ofto reject the ~~Bankruptcy~~Plan and ~~Code~~are ~~and~~not ~~Rule~~entitled ~~1007~~to ofvote on the ~~Federal~~Plan. ~~Rules~~A copy of ~~Bankruptcy~~the ~~Procedure~~notice to such holders is attached hereto as Exhibit 99.2.

Further information regarding the Debtors’ pending bankruptcy cases, and copies of all pleadings therein, including the Sale Orders, the asset purchase agreements, as well as the Schedules and Statements, are available free of charge at the website maintained by Company’s claims and noticing agent at https://cases.stretto.com/BFI.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 15, 2024, Carl Bachman departed the Company and his role as Chief Executive Officer and joined the purchaser of the Anthony’s Coal Fired Pizza assets. Mr. Bachman’s departure was not a result of any disagreements with the Company on any matter relating to the Company’s operations, policies, or practices.

Item 8.01.

Other Events.

~~Modified~~Monthly ~~Reporting~~Operating Reports.

~~During~~On ~~the pendency of its bankruptcy case~~January 23, 2025, the Company ~~plans~~filed ~~to modify~~ its ~~reporting~~monthly ~~with~~operating ~~respect~~report tofor ~~its~~the ~~obligations~~period ~~under~~of ~~federal~~December 1, ~~securities~~2024 ~~laws.~~– InDecember 31, ~~lieu~~2024 ofwith ~~filing~~the Bankruptcy ~~periodic~~Court ~~reports~~(the on“Monthly ~~Forms~~Operating ~~10-K~~Report”). orThe ~~10-Q,~~Monthly ~~the~~Operating ~~Company~~Report ~~plans~~is toattached ~~file~~hereto ~~Current~~as ~~Reports~~Exhibit 99.3 onand ~~Form~~is incorporated ~~8-K~~herein ~~attaching~~by ~~the~~reference. Copies of monthly operating reports as ~~filed~~for ~~with~~prior ~~the~~periods ~~Court~~are attached hereto as Exhibit 99.4. The filing ~~Company~~of ~~believes~~and ~~that~~information included in this ~~modified~~Current ~~reporting~~Report ~~program~~on isForm 8-K, ~~consistent~~including ~~with~~all ~~the~~exhibits ~~protection~~hereto, ofshould ~~its~~not ~~investors~~be deemed any admission as ~~set~~to ~~forth~~the inmateriality ~~the~~of ~~SEC~~any ~~Exchange~~information ~~Act~~required ~~Release~~to ~~No.~~be ~~9660,~~disclosed ~~dated~~solely ~~June~~by ~~30,~~Regulation ~~1972~~FD.

~~Cautionary~~Limitation ~~Information~~on ~~Regarding~~Incorporation ~~the~~by ~~Schedules and Statements~~Reference.

~~The~~In ~~Company~~accordance ~~cautions~~with ~~investors~~General ~~and~~Instructions ~~potential~~B.2. ~~investors~~of ~~not~~Form 8-K, tothe ~~place~~information ~~undue~~with ~~reliance~~respect ~~upon~~to the ~~information~~Company ~~contained~~ in ~~the~~this ~~Schedules~~Item ~~and~~8.01 ~~Statements~~shall ~~because~~not ~~they~~be ~~were~~deemed ~~not~~“filed” ~~prepared~~ for ~~the~~purposes ~~purpose~~ of ~~providing~~Section 18 of the ~~basis~~Securities ~~for~~Exchange anAct ~~investment decision relating to any~~ of ~~the~~1934, ~~securities~~as ofamended (the ~~Company.~~“Exchange ~~The~~Act”), ~~Company~~or otherwise ~~may~~subject ~~not be required~~ to ~~update~~ the ~~Schedules~~liabilities ~~and Statements on the occurrence~~ of ~~future events, including in the event~~ that ~~the facts~~section, ~~estimates~~ ~~and~~nor ~~assumptions~~shall ~~upon~~such ~~which~~information ~~the Schedules and Statements are based prove to~~ be ~~erroneous.~~deemed ~~The~~incorporated ~~Schedules and Statements were not audited or reviewed~~ by anreference ~~independent~~in ~~registered~~any ~~public~~filing ~~accounting~~under ~~firm, do not contain all of~~ the ~~information and footnotes required~~Securities byAct ~~generally~~of ~~accepted~~1933, ~~accounting~~as ~~principles under applicable law~~amended, ~~and~~except ~~are~~as ~~subject~~shall tobe ~~future~~expressly ~~adjustment and reconciliation. Results or information~~ set forth inby ~~the~~specific ~~Schedules~~reference ~~and~~in ~~Statements~~such ~~should~~a ~~not be viewed as indicative of future results or information~~filing.

Cautionary Information Regarding Forward-Looking Statements

Certain statements and information included in this Current Report on Form 8-K may constitute “forward-looking” statements that are generally identifiable through the ~~use~~ use of words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project” and similar expressions and include any statements that are made regarding financial expectations. The forward-looking statements speak only as of the date of this Current Report on Form 8-K, and the Company undertakes no obligation to update or revise such statements to reflect new information or events as they occur. These statements are based on a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. Investors are cautioned that any such statements are not guarantees of future business or financial performance and that actual future results may differ materially due to a variety of factors. Factors that could cause the Company’s results to differ materially include, but are not limited to, the following: (i) the Company’s ability to obtain Bankruptcy Court approval with respect to motions and actions in connection with a plan of reorganization in or other resolution of ~~the Chapter 11 Case; (ii) the Company’s ability to operate~~ its ~~business~~bankruptcy ~~during~~case ~~the~~and ~~pendency~~those of ~~the~~its ~~Chapter~~affiliated ~~11 Case~~Debtors; (~~iii~~ii) the ~~effects~~potential ofadverse ~~the~~effects ~~filing~~ of the ~~Chapter 11 Case on the Company~~Debtors’s bankruptcy ~~business~~cases ~~operations and the~~ upon ~~the interests of~~ various creditors, ~~stockholders~~counterparties and other stakeholders; (iviii) ~~the length of time the Company will operate as a debtor in possession in the Chapter 11 Case; (v)~~ risks associated with motions and other actions that third parties may take in connection with the ~~Chapter~~Debtors’ 11bankruptcy ~~Case~~cases, which may interfere with the Company’s ability to develop, secure approval of, and consummate a plan of reorganization or other resolution of the ~~Chapter~~bankruptcy ~~11 Case~~cases; ~~(vi) the potential adverse effects of the Chapter 11 Case on the Company’s financial condition, business operations, customers~~ and ~~potential customers, employees, liquidity, and results of operations; and~~ (~~vii~~iv) other factors disclosed by the Company from time to time in its filings with ~~the~~ ~~SEC, including those described under~~ the ~~caption “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the period ended July 31, 2016~~SEC. As a result of these factors, the Company’s actual results may differ materially from those indicated or implied by such forward-looking statements.

Cautionary Information Regarding Trading in the Company’s Equity Securities.

The ~~Company’s~~Plan ~~stockholders~~provides ~~are cautioned~~ that ~~trading in shares of~~ the Company’s existing equity securities ~~during~~will be cancelled and extinguished on the ~~pendency~~effective date of ~~its~~the ~~bankruptcy~~Plan, ~~case~~and isthe ~~highly~~holders ~~speculative~~thereof ~~and~~will ~~poses~~not be entitled to ~~substantial~~receive, ~~risks~~and will not receive or retain, ~~including~~any property or interest in property on account of such equity interests. If the ~~risk~~Plan ~~that~~is confirmed and the Company’s ~~stock~~existing ~~may~~equity besecurities are cancelled, amounts invested by holders of ~~little~~such orsecurities will not be recoverable and such securities will have no value. Trading prices for the Company’s equity securities may bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities upon the conclusion of the Company’s bankruptcy case. Therefore, the Company urges extreme caution with respect to existing and future investments in its securities.

Except as required by law, the Company disclaims any obligation to publicly update such statements.

~~SIGNATURES~~Item 9.01 Financial Statements and Exhibits.

~~Pursuant~~(d) ~~to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Exhibits

Dated: December 2, 2024

EXHIBIT NO.	DESCRIPTION
99.1	First Amended Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation filed on January 27, 2025.
99.2	Notice of Non-Voting Status to Holders of Impaired Claims and Interests Conclusively Presumed to Reject the Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation.
99.3	Monthly Operating Report for the Reporting Period Ended December 31, 2024.
99.4	Monthly Operating Reports for Reporting Periods Ended September 30, 2024, October 31, 2024, and November 30, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~BurgerFi~~SIGNATURES ~~International, Inc. By: /s/ Jeremy Rosenthal Jeremy Rosenthal, Chief Restructuring Officer~~

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

	Dated: February 10, 2025

	BurgerFi International, Inc.

	By:	/s/ Jeremy Rosenthal
		Jeremy Rosenthal, Chief Restructuring Officer

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