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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q/A
(Amendment
No. 1)
(Mark
One)
| ☒ |
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended March 30, 2025
OR
| ☐ |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission
file number 001-38250
FAT
Brands Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
82-1302696 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
9720
Wilshire Blvd., Suite 500
Beverly
Hills, CA 90212
(Address
of principal executive offices, including zip code)
(310)
319-1850
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A Common Stock, par value $0.0001 per share |
|
FAT |
|
The
Nasdaq Stock Market LLC |
| Class
B Common Stock, par value $0.0001 per share |
|
FATBB |
|
The
Nasdaq Stock Market LLC |
| Series
B Cumulative Preferred Stock, par value $0.0001 per share |
|
FATBP |
|
The
Nasdaq Stock Market LLC |
| Warrants
to purchase Class A Common Stock |
|
FATBW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post
such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| |
|
|
|
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
|
|
| 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. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes ☐ No ☒
As
of May 6, 2025, there were 16,550,997 shares of Class A common stock and 1,270,805 shares of Class B common stock outstanding.
EXPLANATORY
NOTE
The
purpose of this Amendment (the “Amendment”) to our Form 10-Q for the quarter ended March 30, 2025 (the “Original Form
10-Q”), as filed with the Securities and Exchange Commission (“SEC”) on May 9, 2025, is solely to amend Exhibit 32.1
to include Taylor Wiederhorn, who was recently appointed as Co-Chief Executive Officer, in place of our former Co-Chief Executive Officer
who was inadvertently included in the exhibit.
This
Amendment contains only the Cover Page, this Explanatory Note, Item 6 of Part II, the Signature Page and the certifications attached
to this Amendment as Exhibits 31.1, 31.2 and 32.1. No other changes have been made to the Original Form 10-Q as filed with the SEC on
May 9, 2025. This Amendment speaks as of the original filing date of the Original Form 10-Q, does not reflect events that may have occurred
subsequent to the original filing date, and does not modify or update in any way disclosures made in the Original Form 10-Q. Accordingly,
this Amendment should be read in conjunction with the Original Form 10-Q and our other filings with the SEC.
ITEM
6. EXHIBITS
| |
|
|
|
Incorporated
By Reference to |
Filed
Herewith |
| |
Description |
|
Form |
|
Exhibit |
|
Filing
Date |
|
| 2.1 |
|
Master Separation and Distribution Agreement, dated as of January 24, 2025, by and between FAT Brands Inc. and Twin Hospitality Group Inc. |
|
Incorporated
by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Twin Hospitality Group Inc. on January 30, 2025. |
|
|
| 10.1 |
|
Tax Matters Agreement, dated as of January 24, 2025, by and between FAT Brands Inc. and Twin Hospitality Group Inc. |
|
Incorporated
by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Twin Hospitality Group Inc. on January 30, 2025. |
|
|
| 10.2 |
|
Omnibus Amendment No. 1, dated March 28, 2025, by and among FAT Brands Inc., FAT Brands Fazoli’s Native I, LLC, the Guarantors named therein, UMB Bank, N.A., as trustee and securities intermediary, and each Noteholder named therein. |
|
8-K |
|
10.1 |
|
4/3/2025 |
|
|
| 31.1 |
|
Co-Chief Executive Officer and Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
|
X |
| 31.2 |
|
Co-Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
|
X |
| 32.1 |
|
Certifications of the Co-Chief Executive Officers and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
|
X |
| 101.INS |
|
Inline
XBRL Instance Document |
|
|
|
|
|
|
|
* |
| 101.SCH |
|
Inline
XBRL Taxonomy Extension Schema Document |
|
|
|
|
|
|
|
* |
| 101.CAL |
|
Inline
XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
|
|
|
|
|
* |
| 101.DEF |
|
Inline
XBRL Taxonomy Extension Definition Linkbase Document |
|
|
|
|
|
|
|
* |
| 101.LAB |
|
Inline
XBRL Taxonomy Extension Label Linkbase Document |
|
|
|
|
|
|
|
* |
| 101.PRE |
|
Inline
XBRL Taxonomy Extension Presentation Linkbase Document |
|
|
|
|
|
|
|
* |
*
Previously furnished with the Original Form 10-Q.
SIGNATURE
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 thereunto duly authorized.
| |
FAT
BRANDS INC. |
| |
|
|
| May
9, 2025 |
By
|
/s/
Kenneth J. Kuick |
| |
|
Kenneth
J. Kuick |
| |
|
Co-Chief
Executive Officer and Chief Financial Officer |
| |
|
(Principal
Financial Officer and duly authorized signatory for the registrant) |
Exhibit
31.1
CERTIFICATION
PURSUANT TO
SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002
(18
U.S.C. SECTION 1350)
I,
Kenneth J. Kuick, certify that:
1.I
have reviewed this quarterly report on Form 10-Q/A of FAT Brands Inc.:
2.Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered
by this report;
3.Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The
registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
(b)Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c)Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
(d)Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The
registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing
the equivalent functions):
(a)All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
|
|
|
|
|
|
| Date:
May 9, 2025 |
/s/
Kenneth J. Kuick |
|
Kenneth
J. Kuick |
|
Co-Chief
Executive Officer and Chief Financial Officer |
|
(Principal
Executive and Financial Officer) |
Exhibit
31.2
CERTIFICATION
PURSUANT TO
SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002
(18
U.S.C. SECTION 1350)
I,
Taylor A. Wiederhorn, certify that:
1.I
have reviewed this quarterly report on Form 10-Q/A of FAT Brands Inc.:
2.Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered
by this report;
3.Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The
registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
(b)Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c)Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
(d)Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The
registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing
the equivalent functions):
(a)All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
|
|
|
|
|
|
| Date:
May 9, 2025 |
/s/
Taylor A. Wiederhorn |
|
Taylor
A. Wiederhorn |
|
Co-Chief
Executive Officer |
|
(Principal
Executive Officer) |
Exhibit
32.1
CERTIFICATIONS
OF THE CO-CHIEF EXECUTIVE OFFICERS AND CHIEF FINANCIAL OFFICER
PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Each
of the undersigned hereby certifies, in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, in his capacity as an officer of FAT Brands Inc., that, to his or her knowledge, the Quarterly Report of FAT Brands Inc. on
Form 10-Q for the period ended March 30, 2025 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of
1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results
of operation of the company.
| Date:
May 9, 2025 |
By |
/s/
Kenneth J. Kuick |
| |
|
Kenneth
J. Kuick |
| |
|
Co-Chief
Executive Officer and Chief Financial Officer |
| |
|
(Principal
Executive, Financial and Accounting Officer) |
| |
|
|
| Date:
May 9, 2025 |
By |
/s/
Taylor A. Wiederhorn |
| |
|
Taylor
A. Wiederhorn |
| |
|
Co-Chief
Executive Officer |
| |
|
(Principal
Executive Officer) |
A
signed original of this written statement required by Section 906 has been provided to FAT Brands Inc. and will be retained by FAT Brands
Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
