As filed with the Securities and Exchange Commission on June 16, 2021
Registration No. 333-249890
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 3
to
FORM
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
| 001-38615 | 82-5457906 | |||
|
(State or other jurisdiction of |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer |
6305 Alondra Blvd.
Paramount, California 90723
(562) 602-0822
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Salvatore Galletti
Chief Executive Officer
Tattooed Chef, Inc.
6305 Alondra Blvd.
Paramount, California 90723
(562) 602-0822
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Garett Sleichter, Esq.
Rutan & Tucker, LLP
18575 Jamboree Road, Suite 900
Irvine, CA 92612
Phone (714) 641-3495
Fax (714) 546-9035
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ File. No. 333-249890
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 ☐ | ☒ | 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 7(a)(2)(B) of the Securities Act.
This registration statement shall become effective upon filing in accordance with Rule 462(d) under the Securities Act of 1933.
EXPLANATORY NOTE
PART II—INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 16. | Exhibits and Financial Statement Schedules. |
| (a) | The following exhibits are filed as part of this Registration Statement: |
| * | Previously filed. |
| # | Filed herewith. |
(b) Financial Statement Schedules.
No financial statement schedules are provided because the information called for is not required or is shown either in the financial statements or the notes thereto.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this Post-Effective Amendment No.3 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Paramount, State of California, on this 15th day of June, 2021.
| TATTOOED CHEF, INC. | ||
| By: | /s/ Salvatore Galletti | |
| Salvatore Galletti | ||
| President, Chief Executive Officer and Chairman of the Board | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to the Registration Statement has been signed by the following persons in the capacities indicated on the 15th day of June, 2021.
| Name | Position | Date | ||
| /s/ Salvatore Galletti | Chief Executive Officer | June 16, 2021 | ||
| Salvatore Galletti | (Principal Executive Officer) | |||
| /s/ Stephanie Dieckmann | Chief Financial Officer | June 16, 2021 | ||
| Stephanie Dieckmann | (Principal Financial and Accounting Officer) | |||
| * | Director | June 16, 2021 | ||
| Bryan Rosenberg | ||||
| * | Director | June 16, 2021 | ||
| Paula Ciaramitaro | ||||
| * | Director | June 16, 2021 | ||
| Edward S. Gelfand | ||||
| * | Director | June 16, 2021 | ||
| Daniel Williamson | ||||
| * | Director | June 16, 2021 | ||
| Jennifer Fellner | ||||
| * | Director | June 16, 2021 | ||
| Ryan Olohan | ||||
| * | Director | June 16, 2021 | ||
| David Boris | ||||
| * | Director | June 16, 2021 | ||
| Marie D. Quintero-Johnson |
| * By: | /s/ Stephanie Dieckmann | |
|
Stephanie Dieckmann Attorney-In-Fact |