As filed with the Securities and Exchange Commission on September 8, 2023.
Registration No. 333-258140
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
F45 TRAINING HOLDINGS INC.
(Exact name of Registrant as specified in its charter)
Delaware | 7997 | 84-2529722 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
F45 Training Holdings Inc.
3601 South Congress Avenue, Building E
Austin, Texas 78704
(737) 787-1955
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
F45 Training Holdings Inc. 2021 Equity Incentive Plan
Restricted Stock Units
(Full Title of the Plans)
Tom Dowd
President and Chief Executive Officer
F45 Training Holdings Inc.
3601 South Congress Avenue, Building E
Austin, Texas 78704
(737) 787-1955
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter W. Wardle
Daniela L. Stolman
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, CA 90071
(213) 229-7242
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 | ☐ | |||
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 new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
This post-effective amendment (the Post-Effective Amendment) relates to the Registration Statement on Form S-8 (File No. 333-258140) (the Registration Statement) originally filed with the U.S. Securities and Exchange Commission on July 23, 2001, registering an aggregate of (i) 5,000,000 shares (the Plan Shares) of the Registrants common stock, par value $0.00005 per share ( Common Stock), available for issuance pursuant to future awards to eligible persons under the F45 Training Holdings Inc. 2021 Equity Incentive Plan (the Plan) and (ii) 2,738,648 shares of Common Stock issuable pursuant to outstanding restricted stock units (collectively with the Plan Shares, the Shares) granted outside of the Plan pursuant to that certain Promotional Agreement, dated as of March 15, 2019, by and between the Company and the selling stockholder named therein.
The Post-Effective Amendment is being filed by the Registrant to withdraw and remove from registration all of the Shares that remain unsold under the Registration Statement. In accordance with an undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the Shares registered under the Registration Statement that remain unsold at the termination of the offering, the Registrant hereby removes from registration all of the Shares registered but unsold under the Registration Statement as of the date hereof, if any. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on September 8, 2023.
F45 TRAINING HOLDINGS INC. | ||
By: | /s/ Tom Dowd | |
Name: Tom Dowd Title: President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, the following persons have signed this Registration Statement in the capacities and on the date indicated.
Name |
Title |
Date | ||
/s/ Tom Dowd |
Chief Executive Officer and Director (Principal Executive Officer) | September 8, 2023 | ||
Tom Dowd | ||||
/s/ Patrick Grosso |
Interim Chief Financial Officer (Principal Accounting and Financial Officer) | September 8, 2023 | ||
Patrick Grosso | ||||
/s/ Timothy Bernlohr |
Director | September 8, 2023 | ||
Timothy Bernlohr | ||||
/s/ Eugene Davis |
Director | September 8, 2023 | ||
Eugene Davis | ||||
/s/ James Feltman |
Director | September 8, 2023 | ||
James Feltman | ||||
/s/ Lisa Gavales |
Director | September 8, 2023 | ||
Lisa Gavales | ||||
|
Director | September 8, 2023 | ||
Adam J. Gilchrist | ||||
/s/ Elizabeth Josefsberg |
Director | September 8, 2023 | ||
Elizabeth Josefsberg | ||||
/s/ Richard Monje |
Director | September 8, 2023 | ||
Richard Monje | ||||
|
Director | September 8, 2023 | ||
Anthony Pasqua | ||||
/s/ Michael T. Raymond |
Director | September 8, 2023 | ||
Michael T. Raymond |
/s/ Steven Scheiwe |
Director | September 8, 2023 | ||
Steven Scheiwe | ||||
|
Director | September 8, 2023 | ||
Mark Wahlberg | ||||
/s/ Raphael Wallander |
Director | September 8, 2023 | ||
Raphael Wallander |