false 0001723580 0001723580 2021-08-12 2021-08-12 0001723580 bfi:CommonStockParValue0.0001PerShare2Member 2021-08-12 2021-08-12 0001723580 bfi:RedeemableWarrantsEachExercisableForOneShareOfCommonStockAtAnExercisePriceOf11.50PerShare1Member 2021-08-12 2021-08-12

 

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): August 12, 2021

 

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 each 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.  

 


 

 

Item 2.02Results of Operations and Financial Condition.

On August 12, 2021, BurgerFi International, Inc. (the “Company”) issued a press release reporting its results for the second quarter 2021. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01.Regulation FD Disclosure.

Attached hereto as Exhibit 99.2 and incorporated into this Item 7.01 by reference is the investor presentation used by the Company during the Company’s earnings conference call held on August 12, 2021.

The information in this Item 7.01 (including Exhibits 99.2) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.Financial Statements and Exhibits.

(d)    Exhibits.

 

Exhibit
No.

  

Description

 

 

 

99.1

  

Press release, dated August 12, 2021*

 

 

 

 

99.2

  

Investor presentation, dated August 12, 2021*

 

 

 

 

104

  

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

*Furnished but not filed.


 

 

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: August 12, 2021

 

 

 

 

BURGERFI INTERNATIONAL, INC.

 

 

By:

 

/s/ Julio Ramirez

 

 

Julio Ramirez Chief Executive Officer