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