| Item 1.01 | Entry into a Material Definitive Agreement. |
Consents Under Credit Agreements
On August 31, 2023, F45 Training Holdings Inc. (the “Company”), as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent and Australian security trustee, entered into a Consent under Amended and Restated Credit Agreement (the “JPM Consent”), under the Amended and Restated Credit Agreement dated as of August 13, 2021, by and among the Company, as borrower, the lenders party thereto and JPMorgan as administrative agent and Australian security trustee, as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of December 20, 2021, as amended by that certain Second Amendment to Amended and Restated Credit Agreement dated as of May 13, 2022, as amended by that certain Third Amendment to Amended and Restated Credit Agreement dated as of February 14, 2023, and as amended by that certain Fourth Amendment to Amended and Restated Credit Agreement dated as of June 30, 2023 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “JPM Credit Agreement”). Pursuant to the JPM Consent, the lenders have agreed to extend the deadlines under the JPM Credit Agreement with respect to delivery of (i) the Company’s audited financial statements for the fiscal year ended December 31, 2022 (the “2022 Financial Statements”), together with the accompanying compliance certificate, to September 15, 2023, and (ii) the Company’s financial statements for the first and second quarters ended March 31, 2023 and June 30, 2023 (together with the 2022 Financial Statements, the “Financial Statements”) together with the accompanying compliance certificates, to October 24, 2023, in each case subject to the terms and conditions set forth in the JPM Consent.
On August 31, 2023, the Company as borrower, the lenders party thereto and Alter Domus (US) LLC as administrative agent, entered into a Consent Under Subordinated Credit Agreement (the “Subordinated Credit Agreement Consent” and, together with the JPM Consent, the “Credit Agreement Consents”) under the Subordinated Credit Agreement, dated as of February 14, 2023, by and among the Company, as borrower, the other loan parties party thereto, the lenders party thereto and Alter Domus (US) LLC, as administrative agent and as Australian security trustee (the “Subordinated Credit Agreement”). Pursuant to the Subordinated Credit Agreement Consent, the lenders have agreed to extend the deadlines under the Subordinated Credit Agreement with respect to delivery of (i) the 2022 Financial Statements, together with the accompanying compliance certificate, to September 15, 2023, and (ii) the Company’s financial statements for the first and second quarters ended March 31, 2023 and June 30, 2023, together with the accompanying compliance certificates, to October 24, 2023, in each case subject to the terms and conditions set forth in the Subordinated Credit Agreement Consent.
As the Company reported in its Form 12b-25s filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2023, May 10, 2023, and August 9, 2023, the Company has been unable to complete its Financial Statements because (i) the Company and its independent registered public accounting firm require time to complete certain items with respect to the Company’s financial statement preparation and review processes, including management’s assessment of the effectiveness of the Company’s internal controls over financial reporting for the periods covered by the Financial Statements and (ii) as reported in Item 4.02 of the Form 8-K filed by the Company with the SEC on July 7, 2023, the Company has not completed its ongoing analysis of certain historical financial statements of the Company. The Company is not currently in a position to complete the Financial Statements, or file its Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”) or its Quarterly Report on Form 10-Q for the periods ended March 31, 2023 and June 30, 2023 (the “Form 10-Qs”), but the Company continues to work expeditiously to conclude its review and will file the 2022 Form 10-K and the Form 10-Qs as soon as practicable.
The foregoing summary of the Credit Agreement Consents does not purport to be a complete description of the Credit Agreement Consents and is qualified in its entirety by reference to the full text of the Credit Agreement Consents, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2 and incorporated herein by reference.
