SEC Form SC 13D/A filed by BurgerFi International Inc. (Amendment)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  Names of Reporting Persons.

  J. Michael Chu

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Source of Funds (See Instructions)

  OO

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  United States of America

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  2,929,741

  Sole Dispositive Power

  0

  Shared Dispositive Power

  2,929,741

  Aggregate Amount Beneficially Owned by Each Reporting Person

  2,929,741

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  13.2%

  Type of Reporting Person (See Instructions)

  IN

  Names of Reporting Persons.

  Scott A. Dahnke

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Source of Funds (See Instructions)

  OO

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  United States of America

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  2,929,741

  Sole Dispositive Power

  0

  Shared Dispositive Power

  2,929,741

  Aggregate Amount Beneficially Owned by Each Reporting Person

  2,929,741

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  13.2%

  Type of Reporting Person (See Instructions)

  IN

  Names of Reporting Persons.

  Cardboard Box LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Source of Funds (See Instructions)

  OO

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  0

  Sole Dispositive Power

  0

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  0

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  0%

  Type of Reporting Person (See Instructions)

  OO

  Names of Reporting Persons.

  CP7 Warming Bag, L.P.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Source of Funds (See Instructions)

  OO

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  2,929,741

  Sole Dispositive Power

  0

  Shared Dispositive Power

  2,929,741

  Aggregate Amount Beneficially Owned by Each Reporting Person

  2,929,741

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  13.2%

  Type of Reporting Person (See Instructions)

  OO

  Names of Reporting Persons.

  CP7 Management, LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Source of Funds (See Instructions)

  OO

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  2,929,741

  Sole Dispositive Power

  0

  Shared Dispositive Power

  2,929,741

  Aggregate Amount Beneficially Owned by Each Reporting Person

  2,929,741

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  13.2%

  Type of Reporting Person (See Instructions)

  OO

Security and Issuer

Identity and Background

This Schedule 13D is being filed by the following (each, a “Reporting Person,” and collectively, the “Reporing Persons”):

Cardboard Box, LLC (“Cardboard Box”), a Delaware limited liability company;

CP7 Warming Bag, L.P. (“CP7 Warming Bag”), a Delaware limited partnership and the member of Cardboard Box holding a majority of the outstanding equity interests of Cardboard Box;

CP7 Management, LLC (“CP7 Management”), a Delaware limited liability company and the general partner of CP7 Warming Bag;

Scott Dahnke, a citizen of the United States, who is a managing member of CP7 Management and disclaims beneficial ownership of the shares of Common Stock reported herein; and

J. Michael Chu, a citizen of the United States, who is a managing member of CP7 Management and disclaims beneficial ownership of the shares of Common Stock reported herein.

The business address of each of the Reporting Persons is 599 West Putnam Avenue, Greenwich Connecticut 06830.

The principal business of: (i) Cardboard Box is to serve as a private investment vehicle for investment in the Issuer; (ii) CP7 Warming Bag is to serve as a private investment vehicle for investment in Cardboard Box (iii) CP7 Management as the manager of certain private investment vehicles, including CP7 Warming Bag; (iv) Mr. Chu, an individual, is to serve as the Global co-Chief Executive Officer of L Catterton, a private equity firm and parent company of Catterton Management Company, LLC, and participate in the management of its related entities; and (v) Mr. Dahnke, an individual, is to serve as the Global co-Chief Executive Officer of L Catterton, a private equity firm and parent company of Catterton Management Company, LLC, and participate in the management of its related entities.

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The places of organization or citizen of each of the Reporting Persons, as applicable, are listed in paragraph (a) of this Item 2.

Interest in Securities of the Issuer

The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 22,253,232 outstanding shares of Common Stock as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on August 12, 2022.

The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference.

On November 3, 2022, Cardboard Box effected a distribution of all of the shares of Common Stock and Series A Preferred Stock of the Issuer to the members of Cardboard Box (the “Distribution”). As a result of the Distribution, CP7 Warming Bag received 2,929,741 shares of Common Stock and 2,035,983 shares of Series A Preferred Stock.

No person other than the Reporting Persons disclosed in this Schedule 13D is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock subject to this Schedule 13D.

As a result of the Distribution, Cardboard Box beneficially owns no shares of Common Stock as of November 3, 2022.

/s/ J. Michael Chu

/s/ Scott A. Dahnke

/s/ Matthew Leeds

/s/ Scott A. Dahnke

/s/ Scott A. Dahnke