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. 5)*

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

225 Liberty Street, Suite 4210

New York, NY 10281

(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)

July 21, 2023

(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. 5 TO SCHEDULE 13D

The following constitutes Amendment No. 5 (“Amendment No. 5”) 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, Amendment No. 2 filed on October 18, 2022, Amendment No. 3 filed on February 15, 2023, and Amendment No. 5 filed on May 26, 2023. This Amendment No. 5 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 July 21, 2023, the Board of Directors (the “Board”) of F45 Training Holdings Inc. (the “Issuer”) expanded the size of the Board from 11 directors to 13 directors.  To fill one of the vacancies created by the expansion, the Board elected Richard Monje, Managing Director and the Head of Legal Affairs and Strategy of the Adviser, to the Board, effective immediately.  Mr. Monje will serve as a Class I director until the Issuer’s 2025 Annual Meeting of Stockholders and until his successor is duly elected and qualified.  Mr. Monje will not receive compensation for service as a non-employee director of the Issuer.

Amendment to Letter Agreement

On July 13, 2023, the Issuer, Master Fund II and Master Fund III entered into a second amendment to the Letter Agreement (the “Second Amendment to the Letter Agreement”) extending the amount of time for the Issuer to identify a Chief Financial Officer candidate to no later than 240 days following the effective date of the New Credit Agreement; provided, that if the Issuer is using commercially reasonable efforts to identify a CFO candidate, then such 240-day period shall be automatically extended by a single additional 15 days upon notice from the Issuer to Master Fund II and Master Fund III.

The foregoing description of the Second Amendment to the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment to the Letter Agreement, which is incorporated by reference as Exhibit 99.1 and is incorporated herein by reference.

Item 6 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:

The disclosure in Item 4 is incorporated herein by reference.

The Second Amendment to the Letter Agreement is incorporated by reference as Exhibit 99.1 and is incorporated herein by reference.

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 July 27, 2023