SEC File Number:






Washington, D.C. 20549



FORM 12b-25





(Check One):      

☐  Form 10-K     ☐  Form 20-F     ☐  Form 11-K     ☒  Form 10-Q

☐  Form 10-D     ☐  Form N-SAR     ☐  Form N-CSR

  For Period Ended: March 31, 2021
  ☐  Transition Report on Form 10-K
  ☐  Transition Report on Form 20-F
  ☐  Transition Report on Form 11-K
  ☐  Transition Report on Form 10-Q
  ☐  Transition Report on Form N-SAR
  For the Transition Period Ended:     



Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.


If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:





BurgerFi International, Inc.

Full Name of Registrant



Former Name if Applicable

105 US Highway 1

Address of Principal Executive Office (Street and Number)

North Palm Beach, FL 333408

City, State and Zip Code




PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)


   (a)    The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
   (b)    The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
   (c)    The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.


State below in reasonable detail why the Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed.)

The Quarterly Report on Form 10-Q for the three months ended March 31, 2021 could not be completed and filed by May 17, 2021 without undue hardship and expense to the registrant as a result of delays in our previous periodic filing which now requires the registrant to take additional time to complete the first quarter close and reporting process. The registrant anticipates that it will file its Quarterly Report on Form 10-Q for the three months ended March 31, 2021 within the applicable “grace” period provided by Securities Exchange Act Rule 12b-25.



(1)    Name and telephone number of person to contact in regard to this notification
   Julio Ramirez    561    844-5528
   (Name)    (Area Code)    (Telephone Number)
(2)    Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).  ☒    Yes    ☐  No
(3)    Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?    ☒    Yes  ☐ No
   If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Consistent with previously reported results for the year ended December 31, 2020, results of operations for the three months ended March 31, 2021 have been adversely affected by the COVID-19 pandemic and the attendant business closures of and subsequent capacity restrictions on restaurant operations, however as restrictions are lifted in markets we serve, we are seeing a steady return to pre-pandemic consumer habits.

BurgerFi International, Inc.

(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.


Date: May 17, 2021     By:  

/s/ Julio Ramirez

      Julio Ramirez
      Chief Executive Officer