UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
F45 Training Holdings Inc.
(Name of Issuer)
Common Stock, par value $0.00005 per share
(Title and Class of Securities)
30322L101
(CUSIP Number)
Anthony Pasqua
Kennedy Lewis Management LP
225 Liberty Street, Suite 4210
New York, NY 10281
(212) 782-3480
Daniel I. Fisher
Akin Gump Strauss Hauer & Feld LLP
One Bryant Park
New York, NY 10036
(212) 872-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 14, 2023
(Date of Event Which Requires Filing of Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
| * | 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 disclosures provided in a prior cover page. |
The information required on 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)
Schedule 13D
CUSIP No. 30322L101
| (1) | Name of Reporting Persons:
Kennedy Lewis Management LP | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
14,061,993 | ||||
| (8) | Shared Voting Power
0 | |||||
| (9) | Sole Dispositive Power
14,061,993 | |||||
| (10) | Shared Dispositive Power
0 | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
14,061,993 | |||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
14.5% | |||||
| (14) | Type of Reporting Person (See Instructions):
PN, IA | |||||
Schedule 13D
CUSIP No. 30322L101
| (1) | Name of Reporting Persons:
KLM GP LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
14,061,993 | ||||
| (8) | Shared Voting Power
0 | |||||
| (9) | Sole Dispositive Power
14,061,993 | |||||
| (10) | Shared Dispositive Power
0 | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
14,061,993 | |||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
14.5% | |||||
| (14) | Type of Reporting Person (See Instructions):
OO, HC | |||||
Schedule 13D
CUSIP No. 30322L101
| (1) | Name of Reporting Persons:
Kennedy Lewis Investment Management LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
14,061,993 | ||||
| (8) | Shared Voting Power
0 | |||||
| (9) | Sole Dispositive Power
14,061,993 | |||||
| (10) | Shared Dispositive Power
0 | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
14,061,993 | |||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
14.5% | |||||
| (14) | Type of Reporting Person (See Instructions):
OO, HC | |||||
Schedule 13D
CUSIP No. 30322L101
| (1) | Name of Reporting Persons:
Kennedy Lewis Investment Holdings LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
2,109,759 | ||||
| (8) | Shared Voting Power
0 | |||||
| (9) | Sole Dispositive Power
2,109,759 | |||||
| (10) | Shared Dispositive Power
0 | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
2,109,759 | |||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
2.2% | |||||
| (14) | Type of Reporting Person (See Instructions):
OO | |||||
Schedule 13D
CUSIP No. 30322L101
| (1) | Name of Reporting Persons:
Kennedy Lewis Investment Holdings II LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
11,952,234 | ||||
| (8) | Shared Voting Power
0 | |||||
| (9) | Sole Dispositive Power
11,952,234 | |||||
| (10) | Shared Dispositive Power
0 | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
11,952,234 | |||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
12.3% | |||||
| (14) | Type of Reporting Person (See Instructions):
OO | |||||
Schedule 13D
CUSIP No. 30322L101
| (1) | Name of Reporting Persons:
Kennedy Lewis Capital Partners Master Fund LP | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
2,109,759 | ||||
| (8) | Shared Voting Power
0 | |||||
| (9) | Sole Dispositive Power
2,109,759 | |||||
| (10) | Shared Dispositive Power
0 | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
2,109,759 | |||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
2.2% | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
Schedule 13D
CUSIP No. 30322L101
| (1) | Name of Reporting Persons:
Kennedy Lewis GP LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
2,109,759 | ||||
| (8) | Shared Voting Power
0 | |||||
| (9) | Sole Dispositive Power
2,109,759 | |||||
| (10) | Shared Dispositive Power
0 | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
2,109,759 | |||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
2.2% | |||||
| (14) | Type of Reporting Person (See Instructions):
OO | |||||
Schedule 13D
CUSIP No. 30322L101
| (1) | Name of Reporting Persons:
Kennedy Lewis Capital Partners Master Fund II LP | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
9,728,141 | ||||
| (8) | Shared Voting Power
0 | |||||
| (9) | Sole Dispositive Power
9,728,141 | |||||
| (10) | Shared Dispositive Power
0 | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
9,728,141 | |||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
10.0% | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
Schedule 13D
CUSIP No. 30322L101
| (1) | Name of Reporting Persons:
Kennedy Lewis GP II LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
9,728,141 | ||||
| (8) | Shared Voting Power
0 | |||||
| (9) | Sole Dispositive Power
9,728,141 | |||||
| (10) | Shared Dispositive Power
0 | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
9,728,141 | |||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
10.0% | |||||
| (14) | Type of Reporting Person (See Instructions):
OO | |||||
Schedule 13D
CUSIP No. 30322L101
| (1) | Name of Reporting Persons:
Kennedy Lewis Capital Partners Master Fund III LP | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
2,224,093 | ||||
| (8) | Shared Voting Power
0 | |||||
| (9) | Sole Dispositive Power
2,224,093 | |||||
| (10) | Shared Dispositive Power
0 | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
2,224,093 | |||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
2.3% | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
Schedule 13D
CUSIP No. 30322L101
| (1) | Name of Reporting Persons:
Kennedy Lewis GP III LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
2,224,093 | ||||
| (8) | Shared Voting Power
0 | |||||
| (9) | Sole Dispositive Power
2,224,093 | |||||
| (10) | Shared Dispositive Power
0 | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
2,224,093 | |||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
2.3% | |||||
| (14) | Type of Reporting Person (See Instructions):
OO | |||||
Schedule 13D
CUSIP No. 30322L101
| (1) | Name of Reporting Persons:
Darren Richman | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
14,061,993 | ||||
| (8) | Shared Voting Power
0 | |||||
| (9) | Sole Dispositive Power
14,061,993 | |||||
| (10) | Shared Dispositive Power
0 | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
14,061,993 | |||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
14.5% | |||||
| (14) | Type of Reporting Person (See Instructions):
IN, HC | |||||
Schedule 13D
CUSIP No. 30322L101
| (1) | Name of Reporting Persons:
David Chene | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
14,061,993 | ||||
| (8) | Shared Voting Power
0 | |||||
| (9) | Sole Dispositive Power
14,061,993 | |||||
| (10) | Shared Dispositive Power
0 | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
14,061,993 | |||||
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
14.5% | |||||
| (14) | Type of Reporting Person (See Instructions):
IN, HC | |||||
AMENDMENT NO. 3 TO SCHEDULE 13D
The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) by Kennedy Lewis Management LP (the “Adviser”), KLM GP LLC (“KLM”), Kennedy Lewis Investment Management LLC (“Kennedy Lewis Investment Management”), Kennedy Lewis Investment Holdings LLC (“Holdings I”), Kennedy Lewis Investment Holdings II LLC (“Holdings II”), Kennedy Lewis Capital Partners Master Fund LP (“Master Fund I”), Kennedy Lewis GP LLC (“Fund I GP”), Kennedy Lewis Capital Partners Master Fund II LP (“Master Fund II”), Kennedy Lewis GP II LLC (“Fund II GP”), Kennedy Lewis Capital Partners Master Fund III LP (“Master Fund III”), Kennedy Lewis GP III LLC (“Fund III GP”), Darren Richman and David Chene (collectively, the “Reporting Persons”) on August 31, 2022, as amended by Amendment No. 1 filed on September 30, 2022, and Amendment No. 2 filed on October 18, 2022. This Amendment No. 3 amends and supplements the Schedule 13D as specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
| ITEM 2. | IDENTITY AND BACKGROUND |
Item 2 of this Schedule 13D is amended as follows:
(b) The business address or address of its principal office, as applicable, of the Reporting Persons is:
225 Liberty Street, Suite 4210
New York, NY 10281
| ITEM 4. | PURPOSE OF TRANSACTION |
Item 4 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:
Letter Agreement
On February 14, 2023, in connection with the entry by the Issuer into a credit agreement (the “New Credit Agreement”) with certain subsidiaries of the Issuer party thereto as guarantors, Alter Domus (US) LLC, as administrative Agent and Australian security trustee, and the lenders party thereto, including certain affiliates of the Adviser, the Issuer, Master Fund II and Master Fund III entered into a letter agreement (the “Letter Agreement”) with respect to certain matters relating to the Issuer. Pursuant to the Letter Agreement, each of Lee Wallace, Vanessa Douglas and Angelo Demasi tendered his/her resignation from the Issuer’s Board of Directors (the “Board”) effective immediately prior to the funding of the loan under the New Credit Agreement. Further, pursuant to the Letter Agreement, each of Timothy Bernlohr, Lisa Gavales, Steven Scheiwe and Raphael Wallander were appointed to the Board as of immediately after the funding of the loan under the New Credit Agreement on February 14, 2023, to fill the vacancies on the Board created by the resignations of Mr. Wallace, Ms. Douglas, Mr. Demasi, and Richard Grellman, who resigned from the Board on December 20, 2022.
In addition, the Issuer agreed that, promptly following the effective date of the New Credit Agreement, the Board shall take all necessary actions to commence and diligently execute a formal search process for a Chief Financial Officer, including but not limited to retaining an executive search firm reasonably acceptable to Master Fund II and Master Fund III. The Issuer agreed to conduct such search process as promptly as reasonably practicable, and to identify a CFO candidate no later than 60 days following the effective date of the New Credit Agreement; provided, that if the Issuer is using commercially reasonable efforts to identify a CFO candidate, then such 60-day period shall be automatically extended by a single additional 15 days upon notice from the Issuer to Master Fund II and Master Fund III. Subject to the consent of Master Fund II and Master Fund III as to such candidate, not to be unreasonably withheld, and subject to the Issuer’s and such candidate agreeing on mutually acceptable terms of employment, the Board shall take all necessary actions to appoint such candidate as CFO as promptly as practicable. If Master Fund II and Master Fund III do not reasonably consent to the CFO candidate proposed by the Issuer, the Issuer agreed that the Board will promptly identify an alternative candidate.
Pursuant to the Letter Agreement, the Issuer appointed Robert Madore to serve as the Interim Chief Financial Officer of the Issuer until such time as the Board appoints a permanent CFO in accordance with provisions of the Letter Agreement. The Letter Agreement also includes certain mutual releases between the Issuer and the lenders under the New Credit Agreement.
The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, which is incorporated by reference as Exhibit 99.1 and is incorporated herein by reference.
Other Potential Activities
As previously disclosed, on September 30, 2022, the Adviser delivered a Non-Binding Proposal (the “Proposal”) to the Board in respect of a potential offer by one or more funds advised by the Adviser to acquire all of the outstanding shares of Common Stock of the Issuer not already beneficially owned by the Adviser or other stockholders participating in the proposed transaction, at a price per share equal to $4.00 in cash (the “Transaction”). In the Proposal, the Adviser noted that it was prepared to provide financing to the Issuer if the Issuer so required, and this financing has been consummated in response to the Issuer’s requirements. The Reporting Persons continue to believe that the Issuer would be in a stronger position to maximize its resources and realize strategic value that enhances its operations and supports its stakeholders as a private company. The Reporting Persons may engage with the Issuer with respect to the Proposal and the terms thereof, including with respect to potential modifications to the Proposal based upon a further evaluation of the Issuer’s current financial results and condition and developments since the date of the Proposal.
The Reporting Persons intend to have discussions with members of the Issuer’s management and members of the Issuer’s Board in connection with the Reporting Persons’ investment in the Issuer and may from time to time have further discussions with directors and officers of the Issuer, or discussions with other stockholders or third parties regarding the Issuer’s business operations, strategies, capital structure, potential strategic transactions (including potential take private transactions), assets, liabilities and other matters related to the Issuer. The Reporting Persons may engage in a number of conversations that may relate to one or more of the items in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Board (to the extent public), price levels of the Issuer’s securities, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to the investment in the Issuer as they deem appropriate. These actions may include: (i) acquiring additional shares of Common Stock (the Reporting Persons may seek an exemption from the Board from the restrictions of Delaware General Corporation Law Section 203 prior to any additional acquisitions) and/or other equity, notes, other securities, derivatives or other instruments that are based upon or relate to the value of securities of the Issuer, or any debt of the Issuer or its affiliates, irrespective of whether it is a security (collectively, “Instruments”) in the open market or otherwise; (ii) disposing of any or all of their Instruments in the open market or otherwise; or (iii) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D, including possibly submitting a modified proposal with respect to the acquisition of all of the Common Stock of the Issuer not already beneficially owned by the Advisor or other stockholders participating in the applicable transaction.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based on 97,315,803 shares of Common Stock of the Issuer outstanding as of November 11, 2022, as reported in the Issuer’s Form 10-Q filed with the SEC on November 14, 2022.
The Funds delegated to the Adviser voting and investment power over the securities held by the Funds pursuant to an Investment Management Agreement with the Funds. As a result, each of the Adviser, KLM, as the general partner of the Adviser, Kennedy Lewis Investment Management, as the owner of KLM, and Messrs. Richman and Chene, as managing members and control persons of Kennedy Lewis Investment Management, may be deemed to exercise voting and investment power over the shares of Common Stock directly held by the Funds. Each of the Funds may be deemed the beneficial owners of the Common Stock held directly by such Funds. Fund I GP, as general partner of Master Fund I and Holdings I, as managing member of Fund I GP, may be deemed beneficial owners of the Common Stock held by Master Fund I. Fund II GP, as general partner of Master Fund II and Holdings II, as managing member of Fund II GP, may be deemed beneficial owners of the Common Stock held by Master Fund II. Fund III GP, as general partner of Master Fund III and Holdings II, as managing member of Fund III GP, may be deemed beneficial owners of the Common Stock held by Master Fund III.
(c) There have been no transactions in the shares of Common Stock effected by the Reporting Persons on behalf of the Funds in the past 60 days.
(d) The disclosure regarding the relationship between the Reporting Persons in Item 2(c) of this Schedule 13D is incorporated by reference herein. All securities reported in this Schedule 13D are directly held by the Funds, investment management clients of the Adviser. The investors in the Funds have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock held by the Funds in accordance with their respective investment percentages in the Funds.
(e) Not applicable.
| ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
Item 6 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:
The disclosure in Item 4 is incorporated herein by reference.
The Letter Agreement is incorporated by reference as Exhibit 99.1 and is incorporated herein by reference.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
| Exhibit | Description | |
| 99.1 | Letter Agreement, dated February 14, 2023, by among F45 Training Holdings Inc., Kennedy Lewis Capital Partners Master Fund II LP, and Kennedy Lewis Capital Partners Master Fund III LP (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K, filed with the SEC on February 15, 2023). | |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated as of February 15, 2023
| KENNEDY LEWIS MANAGEMENT LP | ||
| By: | KLM GP LLC, its general partner | |
| By: | /s/ Anthony Pasqua | |
| Name: | Anthony Pasqua | |
| Title: | Chief Operating Officer | |
| KLM GP LLC | ||
| By: | /s/ Anthony Pasqua | |
| Name: | Anthony Pasqua | |
| Title: | Authorized Person | |
| KENNEDY LEWIS INVESTMENT MANAGEMENT LLC | ||
| By: | /s/ Anthony Pasqua | |
| Name: | Anthony Pasqua | |
| Title: | Chief Operating Officer | |
| KENNEDY LEWIS INVESTMENT HOLDINGS LLC | ||
| By: | /s/ Anthony Pasqua | |
| Name: | Anthony Pasqua | |
| Title: | Authorized Person | |
| KENNEDY LEWIS INVESTMENT HOLDINGS II LLC | ||
| By: | /s/ Anthony Pasqua | |
| Name: | Anthony Pasqua | |
| Title: | Authorized Person | |
| KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND LP | ||
| By: | Kennedy Lewis GP LLC, its general partner | |
| By: | Kennedy Lewis Investment Holdings LLC, its managing member | |
| By: | /s/ Anthony Pasqua | |
| Name: | Anthony Pasqua | |
| Title: | Authorized Person | |
| KENNEDY LEWIS GP LLC | ||
| By: | Kennedy Lewis Investment Holdings LLC, its managing member | |
| By: | /s/ Anthony Pasqua | |
| Name: | Anthony Pasqua | |
| Title: | Authorized Person | |
| KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND II LP | ||
| By: | Kennedy Lewis GP II LLC, its general partner | |
| By: | Kennedy Lewis Investment Holdings II LLC, its managing member | |
| By: | /s/ Anthony Pasqua | |
| Name: | Anthony Pasqua | |
| Title: | Authorized Person | |
| KENNEDY LEWIS GP II LLC | ||
| By: | Kennedy Lewis Investment Holdings II LLC, its managing member | |
| By: | /s/ Anthony Pasqua | |
| Name: | Anthony Pasqua | |
| Title: | Authorized Person | |
| KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND III LP | ||
| By: | Kennedy Lewis GP III LLC, its general partner | |
| By: | Kennedy Lewis Investment Holdings II LLC, its managing member | |
| By: | /s/ Anthony Pasqua | |
| Name: | Anthony Pasqua | |
| Title: | Authorized Person | |
| KENNEDY LEWIS GP III LLC | ||
| By: | Kennedy Lewis Investment Holdings II LLC, its managing member | |
| By: | /s/ Anthony Pasqua | |
| Name: | Anthony Pasqua | |
| Title: | Authorized Person | |
| By: | /s/ Darren Richman | |
| By: | /s/ David Chene | |
