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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 3, 2022

 

 

BURGERFI INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

001-38417   Delaware   82-2418815

(Commission

File Number)

 

(State or Other Jurisdiction

of Incorporation)

 

(I.R.S. Employer

Identification No.)

 

105 US Highway 1

North Palm Beach, Florida

  33408
(Address of Principal Executive Offices)   (Zip Code)

(561) 844-5528

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, If Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading

symbol(s)

 

Name of exchange

on which registered

Common stock, par value $0.0001 per share   BFI   The Nasdaq Stock Market LLC
Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share   BFIIW   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 

 


EXPLANATORY NOTE

BurgerFi International, Inc. (the “Company”) is filing this Current Report on Form 8-K solely for the purpose of filing the (1) unaudited pro forma condensed combined financial statements of the Company for the nine months ended September 30, 2021 and combined statement of operations for the year ended December 31, 2020, after giving effect to the acquisition of Hot Air, Inc. and its subsidiaries (collectively, “Hot Air”), and (2) unaudited consolidated financial statements of Hot Air for the nine months ended October 4, 2021 and nine months ended September 28, 2020.

 

Item 9.01.

Financial Statements and Exhibits.

(d)    Exhibits.

 

Exhibit
No.
  

Description

99.1    Pro Forma Financial Information of BurgerFi International, Inc.
99.2    Unaudited Interim Financial Statements of Hot Air, Inc. and subsidiaries.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 3, 2022

 

BURGERFI INTERNATIONAL, INC.
By:  

/s/ Michael Rabinovitch

 

Michael Rabinovitch

Chief Financial Officer