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    Amendment: SEC Form 10-Q/A filed by FAT Brands Inc.

    5/9/25 8:43:35 PM ET
    $FATBB
    Restaurants
    Consumer Discretionary
    Get the next $FATBB alert in real time by email
    true Q1 --12-28 0001705012 0001705012 2024-12-30 2025-03-30 0001705012 FAT:ClassCommonStockParValue0.0001PerShareMember 2024-12-30 2025-03-30 0001705012 FAT:ClassBCommonStockParValue0.0001PerShareMember 2024-12-30 2025-03-30 0001705012 FAT:SeriesBCumulativePreferredStockParValue0.0001PerShareMember 2024-12-30 2025-03-30 0001705012 FAT:WarrantsToPurchaseClassCommonStockMember 2024-12-30 2025-03-30 0001705012 us-gaap:CommonClassAMember 2025-05-06 0001705012 us-gaap:CommonClassBMember 2025-05-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

    FORM 10-Q/A

    (Amendment No. 1)

    (Mark One)

     

    ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

     

    For the quarterly period ended March 30, 2025

     

    OR

     

    ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

     

    Commission file number 001-38250

     

     

    FAT Brands Inc.

    (Exact name of registrant as specified in its charter)

     

    Delaware   82-1302696

    (State or other jurisdiction of

    incorporation or organization)

     

    (I.R.S. Employer

    Identification No.)

     

    9720 Wilshire Blvd., Suite 500

    Beverly Hills, CA 90212

    (Address of principal executive offices, including zip code)

    (310) 319-1850

    (Registrant’s telephone number, including area code)

     

    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, par value $0.0001 per share   FAT   The Nasdaq Stock Market LLC
    Class B Common Stock, par value $0.0001 per share   FATBB   The Nasdaq Stock Market LLC
    Series B Cumulative Preferred Stock, par value $0.0001 per share   FATBP   The Nasdaq Stock Market LLC
    Warrants to purchase Class A Common Stock   FATBW   The Nasdaq Stock Market LLC

     

    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

     

    Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

     

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

     

    Large accelerated filer ☐ Accelerated filer ☐
           
    Non-accelerated filer ☒ Smaller reporting company ☒
           
    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. ☐

     

    Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes ☐ No ☒

     

    As of May 6, 2025, there were 16,550,997 shares of Class A common stock and 1,270,805 shares of Class B common stock outstanding.

     

     

     

     

     

     

    EXPLANATORY NOTE

     

    The purpose of this Amendment (the “Amendment”) to our Form 10-Q for the quarter ended March 30, 2025 (the “Original Form 10-Q”), as filed with the Securities and Exchange Commission (“SEC”) on May 9, 2025, is solely to amend Exhibit 32.1 to include Taylor Wiederhorn, who was recently appointed as Co-Chief Executive Officer, in place of our former Co-Chief Executive Officer who was inadvertently included in the exhibit.

     

    This Amendment contains only the Cover Page, this Explanatory Note, Item 6 of Part II, the Signature Page and the certifications attached to this Amendment as Exhibits 31.1, 31.2 and 32.1. No other changes have been made to the Original Form 10-Q as filed with the SEC on May 9, 2025. This Amendment speaks as of the original filing date of the Original Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Original Form 10-Q. Accordingly, this Amendment should be read in conjunction with the Original Form 10-Q and our other filings with the SEC.

     

    2

     

     

    ITEM 6. EXHIBITS

     

            Incorporated By Reference to

    Filed

    Herewith

      Description   Form   Exhibit   Filing Date  
    2.1   Master Separation and Distribution Agreement, dated as of January 24, 2025, by and between FAT Brands Inc. and Twin Hospitality Group Inc.   Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Twin Hospitality Group Inc. on January 30, 2025.    
    10.1   Tax Matters Agreement, dated as of January 24, 2025, by and between FAT Brands Inc. and Twin Hospitality Group Inc.   Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Twin Hospitality Group Inc. on January 30, 2025.    
    10.2   Omnibus Amendment No. 1, dated March 28, 2025, by and among FAT Brands Inc., FAT Brands Fazoli’s Native I, LLC, the Guarantors named therein, UMB Bank, N.A., as trustee and securities intermediary, and each Noteholder named therein.   8-K   10.1   4/3/2025    
    31.1   Co-Chief Executive Officer and Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002               X
    31.2   Co-Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002               X
    32.1   Certifications of the Co-Chief Executive Officers and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002               X
    101.INS   Inline XBRL Instance Document               *
    101.SCH   Inline XBRL Taxonomy Extension Schema Document               *
    101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document               *
    101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document               *
    101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document               *
    101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document               *

     

    * Previously furnished with the Original Form 10-Q.

     

    3

     

     

    SIGNATURE

     

    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.

     

      FAT BRANDS INC.
         
    May 9, 2025 By /s/ Kenneth J. Kuick
        Kenneth J. Kuick
        Co-Chief Executive Officer and Chief Financial Officer
        (Principal Financial Officer and duly authorized signatory for the registrant)

     

    4

     

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