UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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Item 2.01 Completion of Acquisition or Disposition of Assets.
On May 1, 2024, The ONE Group Hospitality, Inc. (the “Company”) filed a current report on Form 8-K reporting the completion of its acquisition of 100% of the issued and outstanding equity interests of Safflower Holdings Corp. from Safflower Holdings LLC, for $365.0 million in cash, subject to customary adjustments for pre-closing estimates for indebtedness, cash, net working capital and seller transaction expenses. Safflower Holdings Corp. beneficially owns most of the Benihana restaurants, as well as all of the RA Sushi restaurants, in the United States (collectively “Benihana”). It also franchises Benihana locations in the U.S., Latin America (excluding Mexico) and the Caribbean. This amendment amends the original filing to include the financial statements of Benihana required by Item 9.01(a) and pro forma financial statements of Benihana and the Company required by Item 9.01(b).
Item 9.01 Financial Statements and Exhibits
| (a) | Financial statements of business acquired. |
(i) The audited financial statements of Benihana as of and for the fiscal years ended March 31, 2024 and March 26, 2023 are filed as Exhibit 99.1 and incorporated into this Item 9.01(a).
| (b) | Pro forma financial information. |
The unaudited pro forma condensed combined balance sheet as of March 31, 2024 and the unaudited pro forma condensed combined statements of operations and comprehensive income for the three months ended March 31, 2024 and for the year ended December 31, 2023 are filed as Exhibit 99.2 and incorporated into this Item 9.01(b).
(d) | Exhibits. |
23.1 |
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99.1 |
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99.2 |
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104 | 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: July 17, 2024 | THE ONE GROUP HOSPITALITY, INC. | |
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| By: | /s/ Tyler Loy |
| Name: | Tyler Loy |
| Title: | Chief Financial Officer |