SC 13G
1
13g.txt
SC 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934 (Amendment No. )*
BurgerFi International, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
12122L01
(CUSIP Number)
6/1/23
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
? Rule 13d-1(b)
??? Rule 13d-1(c)
? Rule 13d-1(d)
* 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 the disclosures provided
in a prior cover page.
The information required in 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).
Persons who respond to the collection of information contained
in this form are not required to respond unless the form displays
a currently valid OMB control number.
Page 1 of 6 pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
CG2 Capital LLC; 84-2019917
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
Georgia
Number of Shares Beneficially by Owned by Each Reporting Person
With:
5. Sole Voting Power
2,868,853
6. Shared Voting Power
0
7. Sole Dispositive Power
2,868,853
8. Shared Dispositive Power
0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,868,853
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
11. Percent of Class Represented by Amount in Row (9)
10.7%
12. Type of Reporting Person (See Instructions)
OO
Page 2 of 6 pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Shehzaan Chunara; ###-##-####
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
USA
Number of Shares Beneficially by Owned by Each Reporting Person
With:
5. Sole Voting Power
2,868,853
6. Shared Voting Power
0
7. Sole Dispositive Power
2,868,853
8. Shared Dispositive Power
0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,868,853
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
11. Percent of Class Represented by Amount in Row (9)
10.7%
12. Type of Reporting Person (See Instructions)
IN
Page 2 of 6 pages
INSTRUCTIONS FOR SCHEDULE 13G
Instructions for Cover Page
(1) Names and I.R.S. Identification Numbers of Reporting
Persons?Furnish
the full legal name of each person for whom the report is filed?i.e.,
each person required to sign the schedule itself?including each
member of a group. Do not include the name of a person required
to be identified in the report but who is not a reporting person.
Reporting persons that are entities are also requested to furnish
their I.R.S. identification numbers, although disclosure of such
numbers is voluntary, not mandatory (see ?SPECIAL INSTRUCTIONS
FOR COMPLYING WITH SCHEDULE 13G? below).
(2) If any of the shares beneficially owned by a reporting person
are held as a member of a group and that membership is expressly
affirmed, please check row 2(a). If the reporting person disclaims
membership in a group or describes a relationship with other
persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint
filing pursuant to Rule 13d-1(k)(1) in which case it may not
be necessary to check row 2(b)].
(3) The third row is for SEC internal use; please leave blank.
(4) Citizenship or Place of Organization?Furnish citizenship
if the named reporting person is a natural person. Otherwise,
furnish place of organization. (5)-(9), (11) Aggregate Amount
Beneficially Owned By Each Reporting Person, Etc.?Rows (5) through
(9) inclusive, and (11) are to be completed in
accordance with the provisions of Item 4 of Schedule 13G. All
percentages are to be rounded off to the nearest tenth (one place
after decimal point).
(10) Check if the aggregate amount reported as beneficially owned
in row (9) does not include shares as to which beneficial ownership
is disclaimed pursuant to Rule 13d-4 (17 CFR 240.13d-4] under
the Securities Exchange Act of 1934.
(12) Type of Reporting Person?Please classify each ?reporting
person? according to the following breakdown (see Item 3 of Schedule
13G) and place the appropriate symbol on the form:
Category Symbol
Notes:
Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan, Pension Fund, or Endowment Fund EP
Parent Holding Company/Control Person HC
Savings Association SA
Church Plan CP
Corporation CO
Partnership PN
Individual IN
Other OO
Attach as many copies of the second part of the cover page as
are needed, one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication,
answer items on the schedules (Schedule 13D, 13G or 14D-1) by
appropriate cross references to an item or items on the cover
page(s). This approach may only be used where the cover page
item or items provide all the disclosure required by the schedule
item. Moreover, such a use of a cover page item will result in
the item becoming a part of the schedule and accordingly being
considered as ?filed? for purposes of Section 18 of the Securities
Exchange Act or otherwise subject to the liabilities of that
section of the Act.
Reporting persons may comply with their cover page filing requirements
by filing either completed copies of the blank forms available
from the Commission, printed or typed facsimiles, or computer
printed facsimiles, provided the documents filed have identical
formats to the forms prescribed in the Commission?s regulations
and meet existing Securities Exchange Act rules as to such matters
as clarity and size (Securities Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange
Act of 1934 and the rules and regulations thereunder, the Commission
is authorized to solicit the information required to be supplied
by this schedule by certain security holders of certain issuers.
Page 3 of 6 pages
Disclosure of the information specified in this schedule is mandatory,
except for I.R.S. identification numbers, disclosure of which
is voluntary. The information will be used for the primary purpose
of determining and disclosing the holdings of certain beneficial
owners of certain equity securities. This statement will be made
a matter of public record. Therefore, any information given will
be available for inspection by any member of the public.
Because of the public nature of the information, the Commission
can use it for a variety of purposes, including referral to other
governmental authorities or securities self-regulatory organizations
for investigatory purposes or in connection with litigation involving
the Federal securities laws or other civil, criminal or regulatory
statutes or provisions. I.R.S. identification numbers, if furnished,
will assist the Commission in identifying security holders and,
therefore, in promptly processing statements of beneficial ownership
of securities.
Failure to disclose the information requested by this schedule,
except for I.R.S. identification numbers, may result in civil
or criminal action against the persons involved for violation
of the Federal securities laws and rules promulgated thereunder.
GENERAL INSTRUCTIONS
A. Statements filed pursuant to Rule 13d-1(b) containing the
information required by this schedule shall be filed not later
than February 14 following the calendar year covered by the statement
or within the time specified in Rules 13d-1(b)(2) and 13d-2(c).
Statements filed pursuant to Rule 13d-1(c) shall be filed within
the time specified in Rules 13d-1(c), 13d-2(b) and 13d-2(d).
Statements filed pursuant to Rule 13d-1(d) shall be filed not
later than February 14 following the calendar year covered by
the statement pursuant to Rules 13d-1(d) and 13d-2(b).
B. Information contained in a form which is required to be filed
by rules under section 13(f) (15 U.S.C. 78m(f)) for the same
calendar year as that covered by a statement on this schedule
may be incorporated by reference in response to any of the items
of this schedule. If such information is incorporated by reference
in this schedule, copies of the relevant pages of such form shall
be filed as an exhibit to this schedule.
C. The item numbers and captions of the items shall be included
but the text of the items is to be omitted. The answers to the
items shall be so prepared as to indicate clearly the coverage
of the items without referring to the text of the items. Answer
every item. If an item is inapplicable or the answer is in the
negative, so state.
Item 1.(a) Name of Issuer BurgerFi International, Inc.
(b) Address of Issuer?s Principal Executive Offices 200 West
Cypress Creek Rd., Ste 220, Ft Lauderdale, FL 33309
Item 2.(a) Name of Person Filing CG2 Capital, LLC
(b) Address of Principal Business Office or, if none, Residence
(c) Citizenship USA
(d) Title of Class of Securities Common Stock
(e) CUSIP Number 12122L01
2199 Glenmore Lane, Snellville, GA 30078
Item 3.
If this statement is filed pursuant to ??240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
(a)Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b)Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c)Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d)Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e)An investment adviser in accordance with ?240.13d-1(b)(1)(ii)(E);
(f)An employee benefit plan or endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F);
(g)A parent holding company or control person in accordance
with 240.13d-1(b)(1)(ii)(G);
(h)A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
(j)Group, in accordance with ?240.13d-1(b)(1)(ii)(J).
Page 4 of 6 pages
Disclosure of the information specified in this schedule is mandatory,
except for I.R.S. identification numbers, disclosure of which
is voluntary. The information will be used for the primary purpose
of determining and disclosing the holdings of certain beneficial
owners of certain equity securities. This statement will be made
a matter of public record. Therefore, any information given will
be available for inspection by any member of the public.
Because of the public nature of the information, the Commission
can use it for a variety of purposes, including referral to other
governmental authorities or securities self-regulatory organizations
for investigatory purposes or in connection with litigation involving
the Federal securities laws or other civil, criminal or regulatory
statutes or provisions. I.R.S. identification numbers, if furnished,
will assist the Commission in identifying security holders and,
therefore, in promptly processing statements of beneficial ownership
of securities.
Failure to disclose the information requested by this schedule,
except for I.R.S. identification numbers, may result in civil
or criminal action against the persons involved for violation
of the Federal securities laws and rules promulgated thereunder.
GENERAL INSTRUCTIONS
A. Statements filed pursuant to Rule 13d-1(b) containing the
information required by this schedule shall be filed not later
than February 14 following the calendar year covered by the statement
or within the time specified in Rules 13d-1(b)(2) and 13d-2(c).
Statements filed pursuant to Rule 13d-1(c) shall be filed within
the time specified in Rules 13d-1(c), 13d-2(b) and 13d-2(d).
Statements filed pursuant to Rule 13d-1(d) shall be filed not
later than February 14 following the calendar year covered by
the statement pursuant to Rules 13d-1(d) and 13d-2(b).
B.Information contained in a form which is required to be filed
by rules under section 13(f) (15 U.S.C. 78m(f)) for the same
calendar year as that covered by a statement on this schedule
may be incorporated by reference in response to any of the items
of this schedule. If such information is incorporated by reference
in this schedule, copies of the relevant pages of such form shall
be filed as an exhibit to this schedule.
C.The item numbers and captions of the items shall be included
but the text of the items is to be omitted. The answers to the
items shall be so prepared as to indicate clearly the coverage
of the items without referring to the text of the items. Answer
every item. If an item is inapplicable or the answer is in the
negative, so state.
Item 1.(a)Name of Issuer BurgerFi International, Inc.
(b)Address of Issuer?s Principal Executive Offices 200 West
Cypress Creek Rd., Ste 220, Ft Lauderdale, FL 33309
Item 2.(a)Name of Person Filing Shehzaan Chunara
(b) Address of Principal Business Office or, if none, Residence
(c) Citizenship USA
(d) Title of Class of Securities Common Stock
(e) CUSIP Number 12122L01
2199 Glenmore Lane, Snellville, GA 30078
Item 3.
If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
(a)Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b)Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c)Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d)Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e)An investment adviser in accordance with ?240.13d-1(b)(1)(ii)(E);
(f)An employee benefit plan or endowment fund in accordance
with ?240.13d-1(b)(1)(ii)(F);
(g)A parent holding company or control person in accordance
with 240.13d-1(b)(1)(ii)(G);
(h)A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
(j)Group, in accordance with ?240.13d-1(b)(1)(ii)(J).
Page 4 of 6 pages
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified
in Item 1.
(a) Amount beneficially owned:
2,868,853
(b) Percent of Class:
10.7%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 2,868,853
(ii) Shared power to vote or to direct the vote 0.
(iii) Sole power to dispose or to direct the disposition of 2,868,853
(iv) Shared power to dispose or to direct the disposition of
0.
Instruction. For computations regarding securities which represent
a right to acquire an underlying security see ?240.13d-3(d)(1)
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following ?.
Instruction: Dissolution of a group requires a response to this
item.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
If any other person 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, such securities, a statement to that effect
should be included in response to this item and, if such interest
relates to more than five percent of the class, such person should
be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or
the beneficiaries of employee benefit plan, pension fund or endowment
fund is not required.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
If a parent holding company has filed this schedule, pursuant
to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach
an exhibit stating the identity and the Item 3 classification
of the relevant subsidiary. If a parent holding company has filed
this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach
an exhibit stating the identification of the relevant subsidiary.
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to ?240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the
identity and Item 3 classification of each member of the group.
If a group has filed this schedule pursuant to ?240.13d-1(c)
or ?240.13d-1(d), attach an exhibit stating the identity of each
member of the group.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will
be filed, if required, by members of the group, in their individual
capacity. See Item 5.
Page 5 of 6 pages
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified
in Item 1.
(a) Amount beneficially owned:
2,868,853
(b) Percent of Class:
10.7%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 2,868,853
(ii) Shared power to vote or to direct the vote 0.
(iii) Sole power to dispose or to direct the disposition of 2,868,853
(iv) Shared power to dispose or to direct the disposition of
0.
Instruction. For computations regarding securities which represent
a right to acquire an underlying security see ?240.13d-3(d)(1)
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following ?.
Instruction: Dissolution of a group requires a response to this
item.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
If any other person 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, such securities, a statement to that effect
should be included in response to this item and, if such interest
relates to more than five percent of the class, such person should
be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or
the beneficiaries of employee benefit plan, pension fund or endowment
fund is not required.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
If a parent holding company has filed this schedule, pursuant
to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach
an exhibit stating the identity and the Item 3 classification
of the relevant subsidiary. If a parent holding company has filed
this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach
an exhibit stating the identification of the relevant subsidiary.
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to ?240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the
identity and Item 3 classification of each member of the group.
If a group has filed this schedule pursuant to ?240.13d-1(c)
or ?240.13d-1(d), attach an exhibit stating the identity of each
member of the group.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will
be filed, if required, by members of the group, in their individual
capacity. See Item 5.
Page 5 of 6 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
6/29/23
Date
/s/ CG2 CAPITAL, LLC
Signature
Shehzaan Chunara, Managing Member
Name/Title
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative.
If the statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner
of the filing person, evidence of the representative?s authority
to sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who signs
the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See ?240.13d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
Page 6 of 6 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
6/29/23
Date
/s/ SHEHZAAN CHUNARA
Signature
Shehzaan Chunara
Name/Title
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative.
If the statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner
of the filing person, evidence of the representative?s authority
to sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who signs
the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See ?240.13d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
Page 6 of 6 pages
