Amendment: SEC Form 8-K/A filed by Celsius Holdings Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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EXPLANATORY NOTE
This Current Report on Form 8-K/A (this “Amendment”) is being filed as an amendment to the Current Report on Form 8-K filed by Celsius Holdings, Inc., a Nevada corporation (“Celsius”), with the Securities and Exchange Commission on August 29, 2025 (the “Original Form 8-K”). The Original Form 8-K reported, among other matters, the completion of Celsius’ acquisition of certain assets, and assumption of certain liabilities, comprising the Rockstar Energy brand in the U.S. and Canada (“Rockstar” and the acquisition thereof, the “Rockstar Acquisition”).
This Amendment amends the Original Form 8-K solely to include the consolidated financial statements of Rockstar and the pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K, respectively. No other amendments are being made to the Original Form 8-K.
Except as set forth in this Amendment, the disclosure contained in the Original Form 8-K remains unchanged, and this Amendment should be read together with the Original Form 8-K, which provides a more complete description of the Rockstar Acquisition.
The pro forma financial information included in this Amendment has been presented for informational purposes only, is based on various adjustments and assumptions and is not necessarily indicative of what Celsius’ consolidated statement of operations or consolidated balance sheet would have been had the Rockstar Acquisition been completed as of the dates indicated, nor is such information necessarily indicative of what Celsius’ consolidated statement of operations or balance sheet will be for any future periods.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial statements of businesses or funds acquired. |
The audited abbreviated financial statements of Rockstar Energy Drink Assets in the United States and Canada as of and for the years ended December 28, 2024 and December 30, 2023 are filed herewith as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by reference. The unaudited interim abbreviated financial statements of Rockstar Energy Drink Assets in the United States and Canada as of June 14, 2025 and December 28, 2024 and for the 24 weeks ended June 14, 2025 and June 15, 2024 are filed herewith as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by reference.
| (b) | Pro forma financial information. |
Unaudited pro forma condensed combined financial statements as of and for the year ended December 31, 2024 and for the six months ended June 30, 2025 are filed herewith as Exhibit 99.3 to this Current Report on Form 8-K/A and are incorporated herein by reference.
| (d) | Exhibits |
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 hereunto duly authorized.
| CELSIUS HOLDINGS, INC. | ||||||
| Date: November 12, 2025 | By: | /s/ Jarrod Langhans | ||||
| Jarrod Langhans, Chief Financial Officer | ||||||