SEC Form SC 13D/A filed by F45 Training Holdings Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

F45 Training Holdings Inc.

(Name of Issuer)

Common Stock, par value $0.00005 per share

(Title and Class of Securities)

30322L101

(CUSIP Number)

Anthony Pasqua

Kennedy Lewis Management LP

111 W 33rd Street, Suite 1910

New York, NY 10120

(212) 782-3480 

Daniel I. Fisher

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, NY 10036

(212) 872-1000 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 12, 2022

(Date of Event Which Requires Filing of Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

Schedule 13D

CUSIP No. 30322L101

 

Schedule 13D

CUSIP No. 30322L101

 

Schedule 13D

CUSIP No. 30322L101

 

Schedule 13D

CUSIP No. 30322L101

 

Schedule 13D

CUSIP No. 30322L101

 

Schedule 13D

CUSIP No. 30322L101

 

Schedule 13D

CUSIP No. 30322L101

 

Schedule 13D

CUSIP No. 30322L101

 

Schedule 13D

CUSIP No. 30322L101

 

Schedule 13D

CUSIP No. 30322L101

 

Schedule 13D

CUSIP No. 30322L101

 

Schedule 13D

CUSIP No. 30322L101

 

Schedule 13D

CUSIP No. 30322L101

 

AMENDMENT NO. 2 TO SCHEDULE 13D

The following constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) by Kennedy Lewis Management LP (the “Adviser”), KLM GP LLC (“KLM”), Kennedy Lewis Investment Management LLC (“Kennedy Lewis Investment Management”), Kennedy Lewis Investment Holdings LLC (“Holdings I”), Kennedy Lewis Investment Holdings II LLC (“Holdings II”), Kennedy Lewis Capital Partners Master Fund LP (“Master Fund I”), Kennedy Lewis GP LLC (“Fund I GP”), Kennedy Lewis Capital Partners Master Fund II LP (“Master Fund II”), Kennedy Lewis GP II LLC (“Fund II GP”), Kennedy Lewis Capital Partners Master Fund III LP (“Master Fund III”), Kennedy Lewis GP III LLC (“Fund III GP”), Darren Richman and David Chene (collectively, the “Reporting Persons”) on August 31, 2022, as amended by Amendment No. 1 filed on September 30, 2022. This Amendment No. 2 amends and supplements the Schedule 13D as specifically set forth herein.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 4 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:

On October 12, 2022, Darren Richman submitted his resignation (the “Resignation”) from the Issuer’s Board of Directors (the “Board”).  In connection with the Resignation, the Adviser submitted the nomination of Eugene I. Davis to fill the vacancy on the Board created by the Resignation.  As previously disclosed, pursuant to the terms of the Stockholders’ Agreement, for so long as the Adviser, together with its affiliates, continues to beneficially own at least 30% of the shares of Common Stock issued upon conversion of the Convertible Notes (subject to adjustment for stock splits and similar transactions), the Adviser will have the right to designate one nominee for election to the Board (the “Designee”). Pursuant to the Stockholders’ Agreement, the Issuer is obligated to take all necessary actions within its control to fill the vacancy caused by the resignation of the Designee as promptly as practicable following the designation of a replacement director by the Adviser.

The Resignation will be effective immediately prior to the appointment of Mr. Davis to the Board.  Mr. Davis is not an employee or otherwise affiliated with the Adviser or its affiliates.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of October 18, 2022