Fat Brands, Inc 8-K, filed Aug 5, 2021

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

FORM8-K

CURRENTREPORT

Pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934

Dateof Report (Date of earliest event reported): August 3, 2021

FATBrands Inc.

(Exactname of Registrant as Specified in Its Charter)

Registrant’sTelephone Number, Including Area Code: (310) 319-1850

NotApplicable

(FormerName 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 (see General Instructions A.2. below):

Securitiesregistered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company [X]

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. [X]

Item8.01 Other Events.

As previously reported in the definitive information statement on Schedule 14C filed on July 20, 2021 by FAT Brands Inc. (the “Company”), the Company is undertaking a recapitalization transaction whereby (i) the Company’s certificate of incorporation will be amended and restated to authorize Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), and Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”), (ii) each outstanding share of common stock, par value $0.0001 per share, will be reclassified as Class A Common Stock, and (iii) the Company will pay a dividend of 0.10 shares of Class B Common Stock for each share of Class A Common Stock (the “Special Dividend”) outstanding on the record date of the Special Dividend. The Company will not issue fractional shares of Class B Common Stock in the Special Dividend (after aggregating all shares of Class B Common Stock issuable to any stockholder) and, in lieu thereof, the Company will pay an amount in cash equal to the fair market value of such fractional shares as determined in good faith by the Board of Directors of the Company (the “Board of Directors”).

The Board of Directors has established August 16, 2021 as the record date of the Special Dividend, which is expected to be paid to eligible stockholders on or about August 23, 2021.

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 thereunto duly authorized.

Date: August 5, 2021