UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): August 1031, 2023

F45 Training Holdings Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware(State or Other Jurisdiction of Incorporation)

001-40590(Commission File Number)

84-2529722(I.R.S. Employer Identification No.)

Delaware

001-40590

84-2529722

3601 South Congress Avenue, Building EAustin, Texas 78704(Address of Principal Executive Offices) (737) 787-1955(Registrant's telephone number, including area code)

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

(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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR § 210.14d-2(b))
☐			Pre-commencement communication 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:

3601 South Congress Avenue, Building E

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.00005 per share

FXLV

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

Austin, Texas 78704

(Address of Principal Executive Offices)

(737) 787-1955

(Registrant’s telephone number, including area code)

(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 210.14d-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

Common stock, par value $0.00005 per share

FXLV

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 31.01 ~~Notice~~ ofEntry ~~Delisting~~into ~~or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

OnConsents ~~August~~Under ~~10,~~Credit ~~2023,~~Agreements the Board of Directors (the “Board”) of F45 Training Holdings Inc. (the “Company”) approved the voluntary delisting of the Company’s common stock from the New York Stock Exchange (the “NYSE”), the deregistration of the Company’s common stock under Section 12(b) and Section 12(g) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and the suspension of the Company’s reporting obligations under Section 15(d) of the Exchange Act. On August 14, 2023, the Company delivered written notice to the NYSE of its intention to undertake the foregoing actions.

~~The~~On ~~Company~~August 31, ~~intends~~2023, toF45 ~~file~~Training aHoldings ~~Form~~Inc. 25(the ~~with~~“Company”), as borrower, the ~~Securities~~lenders party thereto and ~~Exchange~~JPMorgan ~~Commission~~Chase Bank, N.A. (“JPMorgan”), as administrative agent and Australian security trustee, entered into a Consent under Amended and Restated Credit Agreement (the “~~SEC~~JPM Consent”), onunder orthe ~~about~~Amended and Restated Credit Agreement dated as of August 13, 242021, ~~2023~~by toand ~~effect~~among the ~~voluntary~~Company, ~~withdrawal~~as ofborrower, the ~~listing~~lenders ofparty ~~its~~thereto ~~common~~and ~~stock~~JPMorgan ~~from~~as ~~the~~administrative ~~NYSE~~agent and ~~the~~Australian ~~deregistration~~security oftrustee, ~~its~~as ~~common~~amended ~~stock~~by ~~under~~that ~~Section~~certain ~~12(b)~~First ofAmendment ~~the~~to ~~Exchange~~Amended ~~Act.~~and ~~The~~Restated ~~Company~~Credit ~~currently~~Agreement ~~anticipates~~dated as of December 20, 2021, as amended by that ~~the~~certain ~~delisting~~Second ~~from~~Amendment ~~the~~to ~~NYSE~~Amended and ~~deregistration~~Restated ~~under~~Credit ~~Section~~Agreement ~~12(b)~~dated as of ~~its~~May 13, ~~common~~2022, ~~stock~~as ~~will~~amended ~~become~~by ~~effective~~that oncertain orThird ~~about~~Amendment ~~September~~to 3Amended and Restated Credit Agreement dated as of February 14, 2023., ~~Following~~and ~~the~~as ~~effectiveness~~amended by that certain Fourth Amendment to Amended and Restated Credit Agreement dated as of June 30, 2023 (as the ~~Form~~same 25may be amended, ~~and~~restated, ~~after~~supplemented, ~~the~~or ~~Company~~otherwise ~~has~~modified ~~made~~from ~~all~~time ~~necessary~~to ~~SEC~~time, ~~filings~~the ~~and~~“JPM isCredit ~~otherwise~~Agreement”). ~~able~~Pursuant to dothe soJPM Consent, the ~~Company~~lenders ~~intends~~have agreed to ~~file~~extend ~~with~~the deadlines under the ~~SEC~~JPM aCredit ~~Form~~Agreement 15with respect to ~~deregister~~delivery of (i) the Company’s ~~common~~audited ~~stock~~financial ~~under~~statements ~~Section~~for 12the fiscal year ended December 31, 2022 (gthe “2022 Financial Statements”), oftogether with the ~~Exchange~~accompanying ~~Act~~compliance certificate, to September 15, 2023, and ~~suspend~~(ii) the ~~its~~Company’s ~~reporting~~financial ~~obligations~~statements ~~under~~for ~~Section~~the 15first and second quarters ended March 31, 2023 and June 30, 2023 (dtogether with the 2022 Financial Statements, the “Financial Statements”) oftogether with the ~~Exchange~~accompanying ~~Act~~compliance certificates, to October 24, 2023, in each case subject to the terms and conditions set forth in the JPM Consent.

On August 14 31, 2023, the Company ~~issued~~as borrower, the lenders party thereto and Alter Domus (US) LLC as administrative agent, entered into a ~~press~~Consent ~~release~~Under ~~regarding~~Subordinated Credit Agreement (the ~~voluntary~~“Subordinated ~~delisting~~Credit Agreement Consent” and, ~~deregistration~~together with the JPM Consent, the “Credit Agreement Consents”) under the Subordinated Credit Agreement, dated as of ~~its~~February 14, ~~common~~2023, ~~stock. The~~by ~~press~~and ~~release~~among isthe ~~attached~~Company, toas ~~this~~borrower, ~~Current~~the ~~Report~~other onloan ~~Form~~parties ~~8-K~~party thereto, the lenders party thereto and Alter Domus (US) LLC, as ~~Exhibit~~administrative 99agent and as Australian security trustee (the “Subordinated Credit Agreement”).1 Pursuant to the Subordinated Credit Agreement Consent, the lenders have agreed to extend the deadlines under the Subordinated Credit Agreement with respect to delivery of (i) the 2022 Financial Statements, together with the accompanying compliance certificate, to September 15, 2023, and is(ii) the ~~incorporated~~Company’s ~~herein~~financial bystatements ~~reference~~for the first and second quarters ended March 31, 2023 and June 30, 2023, together with the accompanying compliance certificates, to October 24, 2023, in each case subject to the terms and conditions set forth in the Subordinated Credit Agreement Consent.

As the Company reported in its Form 12b-25s filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2023, May 10, 2023, and August 9, 2023, the Company has been unable to complete its Financial Statements because (i) the Company and its independent registered public accounting firm require time to complete certain items with respect to the Company’s financial statement preparation and review processes, including management’s assessment of the effectiveness of the Company’s internal controls over financial reporting for the periods covered by the Financial Statements and (ii) as reported in Item 4.02 of the Form 8-K filed by the Company with the SEC on July 7, 2023, the Company has not completed its ongoing analysis of certain historical financial statements of the Company. The Company is not currently in a position to complete the Financial Statements, or file its Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”) or its Quarterly Report on Form 10-Q for the periods ended March 31, 2023 and June 30, 2023 (the “Form 10-Qs”), but the Company continues to work expeditiously to conclude its review and will file the 2022 Form 10-K and the Form 10-Qs as soon as practicable.

The foregoing summary of the Credit Agreement Consents does not purport to be a complete description of the Credit Agreement Consents and is qualified in its entirety by reference to the full text of the Credit Agreement Consents, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
ExhibitNo.	Description
99.1		Press Release, dated August 14, 2023.
10.1	Consent Under Amended and Restated Credit Agreement, by and among F45 Training Holdings Inc., the other Loan Parties thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Australian Security Trustee, dated August 31, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
10.2	Consent Under Subordinated Credit Agreement, dated as of August 31, 2023, by and among F45 Training Holdings Inc., as borrower, the lenders party thereto and Alter Domus (US) LLC, as administrative agent for the secured parties.
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 hereunto duly authorized.

Dated: August 14, 2023

F45 Training Holdings Inc.

Dated: September 7, 2023

F45 Training Holdings Inc.

By:

/s/ Patrick Grosso

~~By:~~

~~/s/ Patrick Grosso~~

Patrick Grosso

~~Patrick Grosso~~

Interim Chief Financial Officer and Chief Legal Officer

Chief Legal Officer and Interim Chief Financial Officer

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