FXLV / F45 Training Holdings Inc. - Документы SEC, Годовой отчет, Доверенное заявление

FXLV / F45 Training Holdings Inc. / Caledonia (Private) Investments Pty Ltd Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-36773 F45 Training H

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2023 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40590 84-2529722 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40590 F45 TRAINING HOLDINGS INC. (Exact name of registrant as specified i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-36773 F45 Training Ho

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 20, 2023 F45 Training Hol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 20, 2023 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40590 84-2529722 (State or Other Jurisdiction of Incorporation) (Commission

[Signature page follows]

Exhibit 10.3 October 20, 2023 F45 Training Holdings Inc. 3601 South Congress Avenue, Building E Austin, Texas 78704 Ladies and Gentlemen: Reference is made to (i) that certain First Amendment to Subordinated Credit Agreement (the “Credit Agreement Amendment”) made and entered into as of October 20, 2023, by and among F45 Training Holdings Inc., a Delaware corporation (the “Company”), the other Loa

FIRST AMENDMENT TO SUBORDINATED CREDIT AGREEMENT

Exhibit 10.1 FIRST AMENDMENT TO SUBORDINATED CREDIT AGREEMENT THIS FIRST AMENDMENT TO SUBORDINATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of October 20, 2023, by and among F45 TRAINING HOLDINGS INC., a Delaware corporation (the “Borrower”), the other Loan Parties, the Lenders party hereto, and ALTER DOMUS (US) LLC, in its capacity as administrative agent for the Secured Pa

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.2 EXECUTION VERSION FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of October 20, 2023, by and among F45 TRAINING HOLDINGS INC., a Delaware corporation (the “Borrower”), the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Australian Secu

[Signature page follows]

EX-99.1 2 d574980dex991.htm EX-99.1 Exhibit 99.1 October 20, 2023 F45 Training Holdings Inc. 3601 South Congress Avenue, Building E Austin, Texas 78704 Ladies and Gentlemen: Reference is made to (i) that certain First Amendment to Subordinated Credit Agreement (the “Credit Agreement Amendment”) made and entered into as of October 20, 2023, by and among F45 Training Holdings Inc., a Delaware corpor

FXLV / F45 Training Holdings Inc / KENNEDY LEWIS MANAGEMENT LP - SC 13D AMENDMENT NO. 6 Activist Investment

SC 13D Amendment No. 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6)* F45 Training Holdings Inc. (Name of Issuer) Common Stock, par value $0.00005 per share (Title and Class of Securities) 30322L101 (CUSIP Number) Anthony Pasqua Kennedy Lewis Management LP 225 Liberty Street, Suite 4210 New York, NY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-36773 F45 Training Holdings Inc.

List of Subsidiaries of the Registrant

F45 Training Holdings Inc. [DE] (NYSE:FXLV) Avalon House Holdings, Inc. [DE] Avalon House, Inc. [DE] AVALON HOUSE PTY LTD [AUS] 648 626 000 Malibu Crew Holdings, Inc. [DE] Malibu Crew, Inc [DE] MALIBU CREW PTY LTD [AUS] 648 626 975 FS8 Holdings, Inc. [DE] FS8, Inc. [DE] US BRAND FUND OPERATIONS INC [DE] F45 US Brand Fund Inc. [DE] Flyhalf Australia Holding Company Pty Ltd [AUS] Flyhalf Acquisition

Consent Under Amended and Restated Credit Agreement, dated September 29, 2023, by and among F45 Training Holdings Inc., the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Australian Security Trustee.

EX-10.1 Exhibit 10.1 EXECUTION VERSION CONSENT UNDER AMENDED AND RESTATED CREDIT AGREEMENT THIS CONSENT UNDER AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of September 29, 2023, by and among F45 TRAINING HOLDINGS INC., a Delaware corporation (the “Borrower”), the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Australian Secu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 29, 2023 F45 Training H

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 29, 2023 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40590 84-2529722 (State or Other Jurisdiction of Incorporation) (Commissi

Consent Under Subordinated Credit Agreement, dated as of September 29, 2023, by and among F45 Training Holdings Inc., as borrower, the lenders party thereto and Alter Domus (US) LLC, as administrative agent for the secured parties.

EX-10.2 Exhibit 10.2 CONSENT UNDER SUBORDINATED CREDIT AGREEMENT THIS CONSENT UNDER SUBORDINATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of September 29, 2023, by and among F45 TRAINING HOLDINGS INC., a Delaware corporation (the “Borrower”), the Lenders party hereto, and ALTER DOMUS (US) LLC, in its capacity as administrative agent for the Secured Parties (the “Administrati

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 15, 2023 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40590 84-2529722 (State or Other Jurisdiction of Incorporation) (Commissi

Consent Under Amended and Restated Credit Agreement, dated September 15, 2023, by and among F45 Training Holdings Inc., the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Australian Security Trustee.

Exhibit 10.1 EXECUTION VERSION CONSENT UNDER AMENDED AND RESTATED CREDIT AGREEMENT THIS CONSENT UNDER AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of September 15, 2023, by and among F45 TRAINING HOLDINGS INC., a Delaware corporation (the “Borrower”), the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Australian Security Tru

Consent Under Subordinated Credit Agreement, dated as of September 15, 2023, by and among F45 Training Holdings Inc., as borrower, the lenders party thereto and Alter Domus (US) LLC, as administrative agent for the secured parties.

Exhibit 10.2 CONSENT UNDER SUBORDINATED CREDIT AGREEMENT THIS CONSENT UNDER SUBORDINATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of September 15, 2023, by and among F45 TRAINING HOLDINGS INC., a Delaware corporation (the “Borrower”), the Lenders party hereto, and ALTER DOMUS (US) LLC, in its capacity as administrative agent for the Secured Parties (the “Administrative Agent

As filed with the Securities and Exchange Commission on September 8, 2023.

As filed with the Securities and Exchange Commission on September 8, 2023. Registration No. 333-267487 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 ON FORM S-1 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

As filed with the Securities and Exchange Commission on September 8, 2023.

S-8 POS As filed with the Securities and Exchange Commission on September 8, 2023.

As filed with the Securities and Exchange Commission on September 8, 2023.

As filed with the Securities and Exchange Commission on September 8, 2023. Registration No. 333-265706 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-3 ON FORM S-1 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

As filed with the Securities and Exchange Commission on September 8, 2023.

S-8 POS As filed with the Securities and Exchange Commission on September 8, 2023.

Consent Under Amended and Restated Credit Agreement, by and among F45 Training Holdings Inc., the other Loan Parties thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Australian Security Trustee, dated August 31, 2023.

EX-10.1 Exhibit 10.1 EXECUTION VERSION CONSENT UNDER AMENDED AND RESTATED CREDIT AGREEMENT THIS CONSENT UNDER AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of August 31, 2023, by and among F45 TRAINING HOLDINGS INC., a Delaware corporation (the “Borrower”), the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Australian Securit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 31, 2023 F45 Training Hold

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 31, 2023 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40590 84-2529722 (State or Other Jurisdiction of Incorporation) (Commission

Consent Under Subordinated Credit Agreement, dated as of August 31, 2023, by and among F45 Training Holdings Inc., as borrower, the lenders party thereto and Alter Domus (US) LLC, as administrative agent for the secured parties.

EX-10.2 Exhibit 10.2 CONSENT UNDER SUBORDINATED CREDIT AGREEMENT THIS CONSENT UNDER SUBORDINATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of August 31, 2023, by and among F45 TRAINING HOLDINGS INC., a Delaware corporation (the “Borrower”), the Lenders party hereto, and ALTER DOMUS (US) LLC, in its capacity as administrative agent for the Secured Parties (the “Administrative

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Common Stock of F45 Training Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 10, 2023 F45 Training Hold

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 10, 2023 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40590 (Commission File Number

F45 Announces Intention to Voluntarily Delist and Deregister its Securities

F45 Announces Intention to Voluntarily Delist and Deregister its Securities AUSTIN, TX, August 14, 2023 – F45 Training Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40590 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40590 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 21, 2023 F45 Training Holdin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 21, 2023 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40590 (Commission File Number)

FXLV / F45 Training Holdings Inc / KENNEDY LEWIS MANAGEMENT LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5)* F45 Training Holdings Inc. (Name of Issuer) Common Stock, par value $0.00005 per share (Title and Class of Securities) 30322L101 (CUSIP Number) Anthony Pasqua Kennedy Lewis Management LP 225 Liberty Street, Suite 4210 New York, NY 10281 (212) 782-3480 Da

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 13, 2023 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40590 (Commission File Number)

Amended and Restated Executive Employment Agreement, entered into as of July 13, 2023, by and between Ryan Mayes and F45 Training Holdings Inc.

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”) is entered into as of July 13, 2023, but effective as of June 16, 2023 (the “Effective Date”), by and between Ryan Mayes (“Executive”) and F45 Training Holdings Inc.

23, by and among F45 Training Holdings Inc. and each Lender signatory thereto (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 14, 2023 and incorporated herein by reference).

AMENDMENT NO. 2 TO SIDE LETTER This AMENDMENT NO. 2 TO SIDE LETTER (this “Amendment”) is entered into as of July 13, 2023, by and among F45 Training Holdings Inc., a Delaware corporation (the “Company”) and each Lender (as defined below) signatory hereto (collectively, the “Consenting Lenders”). RECITALS A. Reference is made to (i) that certain Subordinated Credit Agreement, dated as of February 1

Amended and Restated Executive Employment Agreement, entered into as of July 13, 2023, by and between Luke Armstrong and F45 Training Holdings Inc.

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”) is entered into as of July 13, 2023, but effective as of June 16, 2023 (the “Effective Date”), by and between Luke Armstrong (“Executive”) and F45 Training Holdings Inc.

Amended and Restated Executive Employment Agreement, entered into as of July 13, 2023, by and between Patrick Grosso and F45 Training Holdings Inc.

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”) is entered into as of July 13, 2023, but effective as of June 16, 2023 (the “Effective Date”), by and between Patrick Grosso (“Executive”) and F45 Training Holdings Inc.

Consent Under Subordinated Credit Agreement, dated as of February 14, 2023, by and among F45 Training Holdings Inc., as borrower, the lenders party thereto and Alter Domus (US) LLC, as administrative agent for the secured parties., dated June 30, 2023.

CONSENT UNDER SUBORDINATED CREDIT AGREEMENT THIS CONSENT UNDER SUBORDINATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2023, by and among F45 TRAINING HOLDINGS INC.

Fourth Amendment to Amended and Restated Credit Agreement, dated as of August 13, 2021, by and among F45 Training Holdings Inc., the other Loan Parties thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Australian Security Trustee, dated June 30, 2023.

EXECUTION VERSION FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2023, by and among F45 TRAINING HOLDINGS INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2023 F45 Training Holdin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2023 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40590 (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 9, 2023 F45 Training Holding

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 9, 2023 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40590 (Commission File Number) 8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 22, 2023 F45 Training Holding

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 22, 2023 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40590 (Commission File Number) 8

FXLV / F45 Training Holdings Inc / KENNEDY LEWIS MANAGEMENT LP - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4)* F45 Training Holdings Inc. (Name of Issuer) Common Stock, par value $0.00005 per share (Title and Class of Securities) 30322L101 (CUSIP Number) Anthony Pasqua Kennedy Lewis Management LP 225 Liberty Street, Suite 4210 New York, NY 10281 (212) 78

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 16, 2023 F45 Training Holding

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 16, 2023 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40590 (Commission File Number) 8

F45 Receives NYSE Notice of Non-Compliance with NYSE Trading Share Price Listing Rule

F45 Receives NYSE Notice of Non-Compliance with NYSE Trading Share Price Listing Rule AUSTIN, TX, May 22, 2023 – F45 Training Holdings Inc.

Consent Under Amended and Restated Credit Agreement, by and among F45 Training Holdings Inc., the other Loan Parties thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Australian Security Trustee, dated May 12, 2023.

CONSENT UNDER AMENDED AND RESTATED CREDIT AGREEMENT THIS CONSENT UNDER AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of May 12, 2023, by and among F45 TRAINING HOLDINGS INC.

Consent Under Subordinated Credit Agreement, dated as of February 14, 2023, by and among F45 Training Holdings Inc., as borrower, the lenders party thereto and Alter Domus (US) LLC, as administrative agent for the secured parties., dated May 12, 2023.

CONSENT UNDER SUBORDINATED CREDIT AGREEMENT THIS CONSENT UNDER SUBORDINATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of May 12, 2023, by and among F45 TRAINING HOLDINGS INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 12, 2023 F45 Training Holding

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 12, 2023 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40590 (Commission File Number) 8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40590 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For P

NT 10-Q 1 a12b25-05102023.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40590 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Repor

FXLV / F45 Training Holdings Inc / L1 Capital Pty Ltd - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* F45 Training Holdings Inc. (Name of Issuer) Common Stock, par value $0.00005 per share (Title of Class of Securities) 30322L101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

Separation Agreement, by and between Ben Coates and F45 Training Holdings Inc., dated April 29,2023

SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (“Agreement”) is entered into between Ben Coates (“Employee”) and F45 Training Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 27, 2023 F45 Training Holdi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 27, 2023 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40590 (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 21, 2023 F45 Training Holdi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 21, 2023 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40590 (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 14, 2023 F45 Training Holdi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 14, 2023 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40590 (Commission File Number)

Amendment to Side Letter, dated as of April 14, 2023, among F45 Training Holdings Inc. and each Lender signatory thereto.

AMENDMENT TO SIDE LETTER This AMENDMENT (this “Amendment”) is entered into as of April 14, 2023, by and among F45 Training Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 6, 2023 F45 Training Holdin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 6, 2023 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40590 (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 29, 2023 F45 Training Holdi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 29, 2023 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40590 84-2529722 (State or Other Jurisdiction of Incorporation) (Commission F

F45 Names Tom Dowd as Chief Executive Officer and Mark Wahlberg as Chief Brand Officer Health & Wellness Veteran Dowd and F45 Ambassador and Board Member Wahlberg Bring Wealth of Industry Expertise and Brand Building Track Record to F45 Strengthened

EX-99.1 Exhibit 99.1 F45 Names Tom Dowd as Chief Executive Officer and Mark Wahlberg as Chief Brand Officer Health & Wellness Veteran Dowd and F45 Ambassador and Board Member Wahlberg Bring Wealth of Industry Expertise and Brand Building Track Record to F45 Strengthened Leadership Team to Accelerate Refinement of Go-Forward Strategy and Take F45 to the Next Level AUSTIN, TX, March 30, 2023 – F45 T

Letter Agreement by and between Mark Wahlberg and F45 Training Holdings Inc., dated March 30, 2023.

EX-10.2 Exhibit 10.2 March 30, 2023 BY EMAIL Mark Wahlberg Dear Mark, We are pleased to offer you employment with F45 Training Holdings Inc. (Company) on the terms and conditions set forth in this letter (Agreement), with an expected start date of March 30, 2023. This offer of employment is contingent on your satisfactory completion of the contingencies set forth in this Agreement. 1.  Position an

Executive Employment Agreement by and between Tom Dowd and F45 Training Holdings Inc., dated March 30, 2023.

EX-10.1 Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”) is entered into as of March 30, 2023, by and between Tom Dowd (“Executive”) and F45 Training Holdings Inc., a Delaware corporation (the “Company”). WHEREAS, Executive is currently providing consulting services to the Company pursuant to that certain letter agreement with the Company dated Marc

Consent Under Subordinated Credit Agreement, dated as of February 14, 2023, by and among F45 Training Holdings Inc., as borrower, the other loan parties party thereto, the lenders party thereto and Alter Domus (US) LLC, as administrative agent and as Australian security trustee., dated March 31, 2023.

EX-10.2 Exhibit 10.2 CONSENT UNDER SUBORDINATED CREDIT AGREEMENT THIS CONSENT UNDER SUBORDINATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of March 31, 2023, by and among F45 TRAINING HOLDINGS INC., a Delaware corporation (the “Borrower”), the Lenders party hereto, and ALTER DOMUS (US) LLC, in its capacity as administrative agent for the Secured Parties (the “Administrative A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2023 F45 Training Holdi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2023 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40590 84-2529722 (State or Other Jurisdiction (Commission (IRS Employer of In

Consent Under Amended and Restated Credit Agreement, by and among F45 Training Holdings Inc., the other Loan Parties thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Australian Security Trustee, dated March 31, 2023.

Exhibit 10.1 CONSENT UNDER AMENDED AND RESTATED CREDIT AGREEMENT THIS CONSENT UNDER AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of March 31, 2023, by and among F45 TRAINING HOLDINGS INC., a Delaware corporation (the “Borrower”), the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Australian Security Trustee (the “Administrat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40590 (Check one): ý Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40590 (Check one): ý Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 7, 2023 F45 Training Holdin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 7, 2023 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40590 (Commission File Number)

Letter Agreement, by and between Ben Coates and F45 Training Holdings Inc., dated March 7, 2023.

February 16, 2023 VIA EMAIL Mr. Ben Coates: Reference is made to that certain Executive Employment Agreement dated as of September 20, 2022 (the “Employment Agreement”), by and between yourself (“You” or “Executive”) and F45 Training Holdings, Inc. (the “Company”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Employment Agreement. Pursuant to this letter

F45 Secures New Financing to Strengthen Financial Position and Drive Business Forward $90 Million Debt Facility Provided by Consortium of Existing Investors, Led by Kennedy Lewis Gene Davis Appointed Chairman of the Board, Which Has Been Refreshed wi

EX-99.1 Exhibit 99.1 F45 Secures New Financing to Strengthen Financial Position and Drive Business Forward $90 Million Debt Facility Provided by Consortium of Existing Investors, Led by Kennedy Lewis Gene Davis Appointed Chairman of the Board, Which Has Been Refreshed with Addition of Four Experienced Independent Directors Bob Madore, Seasoned Finance Executive, Named as Interim CFO AUSTIN, TX, Fe

FXLV / F45 Training Holdings Inc. / KENNEDY LEWIS MANAGEMENT LP - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* F45 Training Holdings Inc. (Name of Issuer) Common Stock, par value $0.00005 per share (Title and Class of Securities) 30322L101 (CUSIP Number) Anthony Pasqua Kennedy Lewis Management LP 225 Liberty Street, Suite 4210 New York, NY 10281 (212) 78

Third Amendment to the Amended and Restated Credit Agreement, dated as of February 14, 2023, among F45 Training Holdings Inc., as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and Australian Security Trustee.

EX-10.3 Exhibit 10.3 EXECUTION VERSION THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of February 14, 2023, by and among F45 TRAINING HOLDINGS INC., a Delaware corporation (the “Borrower”), the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Austra

Letter Agreement, dated as of February 14, 2023, among F45 Training Holdings Inc. and the lender under that certain Credit Agreement, dated as of February 14, 2023, attached hereto as Exhibit 10.1.

EX-10.2 Exhibit 10.2 Execution Version February 14, 2023 F45 Training Holdings Inc. 3601 South Congress Avenue, Building E Austin, Texas 78704 Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of the date hereof (the “Credit Agreement”), by and among F45 Training Holdings Inc., a Delaware corporation (the “Company”), the other Loan Parties party thereto, the Lender

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 13, 2023 F45 Training Ho

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 13, 2023 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40590 38-3978689 (State or Other Jurisdiction of Incorporation) (Commissio

Credit Agreement, dated as of February 14, 2023, by and among F45 Training Holdings Inc., as borrower, the other loan parties party thereto, the lenders party thereto and Alter Domus (US) LLC, as administrative agent and as Australian security trustee.

EX-10.1 Exhibit 10.1 Execution Version SUBORDINATED CREDIT AGREEMENT dated as of February 14, 2023 among F45 TRAINING HOLDINGS INC., The other Loan Parties party hereto, The Lenders party hereto and ALTER DOMUS (US) LLC, as Administrative Agent and as Australian Security Trustee TABLE OF CONTENTS Page ARTICLE I Definitions 1 SECTION 1.01 Defined Terms 1 SECTION 1.02 Divisions 27 SECTION 1.03 Terms

FXLV / F45 Training Holdings Inc. / MWIG LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm236244d3sc13ga.htm SC 13G/A Schedule 13G/A Page 1 of 9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* F45 Training Holdings Inc. (Name of Issuer) Common Stock, par value $0.00005 per share (Title of Class of Securities) 30322L101 (CUSIP Number) December 31, 2022 (Date of Event Which Re

FXLV / F45 Training Holdings Inc. / Caledonia (Private) Investments Pty Ltd Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

FXLV / F45 Training Holdings Inc. / Bardin Hill Investment Partners LP - F45 TRAINING HOLDINGS, INC. Passive Investment

SC 13G 1 p23-0345sc13g.htm F45 TRAINING HOLDINGS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* F45 Training Holdings Inc. (Name of Issuer) Common Stock, $0.00005 par value (Title of Class of Securities) 30322L101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check t

January 10, 2023

CORRESP 1 filename1.htm January 10, 2023 VIA EDGAR Ta Tanisha Meadows and Angela Lumley Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Comment Letter dated December 27, 2022 regarding F45 Training Holdings Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed March 23, 2022 File No. 1-40590

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 20, 2022 F45 Training Ho

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 20, 2022 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40590 (Commission File Numb

F45 Training Announces CFO Chris Payne to Step Down.

EX-99.1 Exhibit 99.1 F45 Training Announces CFO Chris Payne to Step Down. AUSTIN, TX, November 21, 2022—F45 Training Holdings Inc. (NYSE: FXLV) today announced that Chris Payne, the company’s chief financial officer and a member of the Board of Directors, stepped down effective November 15, 2022 to address immediate personal and family matters in Australia. Mr. Payne will continue to support the c

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2022 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40590 84-2529722 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 10, 2022 F45 Training Ho

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 10, 2022 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40590 (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-36773 F45 Traini

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2022 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40590 (Commission File Numb

F45 Reports Third Quarter Fiscal 2022 Results and Announces Formation of Special Committee and Engagement of Advisors

F45 Reports Third Quarter Fiscal 2022 Results and Announces Formation of Special Committee and Engagement of Advisors AUSTIN, Texas ? November 14, 2022 ? F45 Training Holdings Inc.

FXLV / F45 Training Holdings Inc. / KENNEDY LEWIS MANAGEMENT LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* F45 Training Holdings Inc. (Name of Issuer) Common Stock, par value $0.00005 per share (Title and Class of Securities) 30322L101 (CUSIP Number) Anthony Pasqua Kennedy Lewis Management LP 111 W 33rd Street, Suite 1910 New York, NY 10120 (212) 782-3480 Dan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 12, 2022 F45 Training Hol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 12, 2022 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40590 84-2529722 (State or Other Jurisdiction of Incorporation) (Commission

September 30, 2022

Exhibit 99.1 September 30, 2022 F45 Training Holdings, Inc. 3601 South Congress Avenue, Building E Austin, Texas 78704 Attn: Patrick Grosso, Chief Legal Officer Re: Non-Binding Proposal To the F45 Board of Directors: Kennedy Lewis Management LP (?Kennedy Lewis?) is interested in discussing a potential acquisition of F45 Training Holdings, Inc. (?F45?). Kennedy Lewis is an investment manager founde

FXLV / F45 Training Holdings Inc. / KENNEDY LEWIS MANAGEMENT LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* F45 Training Holdings Inc. (Name of Issuer) Common Stock, par value $0.00005 per share (Title and Class of Securities) 30322L101 (CUSIP Number) Anthony Pasqua Kennedy Lewis Management LP 111 W 33rd Street, Suite 1910 New York, NY 10120 (212) 782-3480 Dan

346,192 Shares F45 Training Holdings Inc. Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-265706 PROSPECTUS 346,192 Shares F45 Training Holdings Inc. Common Stock The selling stockholders identified in this prospectus may offer and sell, from time to time, in one or more offerings, up to 346,192 shares of our common stock. We are not selling any common stock under this prospectus and will not receive any proceeds f

50,072,078 Shares F45 Training Holdings Inc. Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-267487 PROSPECTUS 50,072,078 Shares F45 Training Holdings Inc. Common Stock The selling stockholders identified in this prospectus may offer and sell, from time to time, in one or more offerings, up to 50,072,078 shares of our common stock. We are not selling any common stock under this prospectus and will not receive any proc

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 20, 2022 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40590 84-2529722 (State or Other Jurisdiction of Incorporation) (Commissi

Employment Agreement, by and between Ben Coates and F45 Training Holdings Inc., dated September 20, 2022

EX-10.1 2 d404684dex101.htm EX-10.1 Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”) is entered into as of September 20, 2022 (the “Effective Date”), by and between Ben Coates (“Executive”) and F45 Training Holdings, Inc. (the “Company”). WHEREAS, Executive is currently a member of the Company’s Board of Directors and has been appointed by the Board

F45 Training Holdings Inc. 3601 South Congress Avenue, Building E Austin, Texas 78704

F45 Training Holdings Inc. 3601 South Congress Avenue, Building E Austin, Texas 78704 September 21, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington D.C. 20549 Attention: Janice Adeloye and Cara Wirth Re: F45 Training Holdings Inc. Form S-3 (File No. 333-267487) Dear Ms. Adeloye and Ms. Wirth: F45 Training Holdings Inc., a Delaware

As filed with the Securities and Exchange Commission on September 16, 2022.

Table of Contents As filed with the Securities and Exchange Commission on September 16, 2022.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) F45 Training Holdings Inc.

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.00005 per share, of F45 Training Holdings Inc. This Joint Filing Ag

FXLV / F45 Training Holdings Inc. / KENNEDY LEWIS MANAGEMENT LP - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* F45 Training Holdings Inc. (Name of Issuer) Common Stock, par value $0.00005 per share (Title and Class of Securities) 30322L101 (CUSIP Number) Anthony Pasqua Kennedy Lewis Management LP 111 W 33rd Street, Suite 1910 New York, NY 10120 (212) 782-3480 Dani

As filed with the Securities and Exchange Commission on August 29, 2022.

As filed with the Securities and Exchange Commission on August 29, 2022. Registration No. 333-265706 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-1 ON FORM S-3 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

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) F45 Training Holdings Inc.

As filed with the Securities and Exchange Commission on August 19, 2022.

Table of Contents As filed with the Securities and Exchange Commission on August 19, 2022.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 11, 2022 (July 24, 2022) F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40590 84-2529722 (State or Other Jurisdiction of Incorpora

Power of Attorney (included on signature page hereto).

S-8 1 d291388ds8.htm S-8 As filed with the Securities and Exchange Commission on August 15, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 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 84-2529722 (State or Other Jurisdiction of Incorporatio

F45 Reports Second Quarter Fiscal 2022 Results

F45 Reports Second Quarter Fiscal 2022 Results AUSTIN, Texas ? August 15, 2022 ? F45 Training Holdings Inc.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) F45 Training Holdings Inc.

Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 15, 2022 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40590 (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-36773 F45 Training Ho

18,857,319 Shares F45 Training Holdings Inc. Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-265706 PROSPECTUS 18,857,319 Shares F45 Training Holdings Inc. Common Stock The selling stockholders identified in this prospectus may offer and sell, from time to time, in one or more offerings, up to 18,857,319 shares of our common stock (including 18,511,127 shares of our common stock that may be issued (i) upon exercise of

F45 Training Holdings Inc. 3601 South Congress Avenue, Building E Austin, Texas 78704

F45 Training Holdings Inc. 3601 South Congress Avenue, Building E Austin, Texas 78704 July 27, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington D.C. 20549 Attention: Nicholas Nalbantian Re: F45 Training Holdings Inc. Registration Statement on Form S-1 (File No. 333-265706) Dear Mr. Nalbantian: F45 Training Holdings Inc., a Delaware

Waiver Under Credit Agreement, by and among F45 Training Holdings Inc., the other Loan Parties thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Australian Security Trustee, dated July 25, 2022.

Exhibit 10.1 EXECUTION VERSION WAIVER UNDER CREDIT AGREEMENT THIS WAIVER UNDER CREDIT AGREEMENT (this ?Agreement?) is made and entered into as of July 25, 2022, by and among F45 TRAINING HOLDINGS INC., a Delaware corporation (the ?Borrower?), the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Australian Security Trustee (the ?A

Amendment No. 1 to Executive Employment Agreement by and between Chris Payne and F45 Training Holdings Inc., dated July 25, 2022

Exhibit 10.3 AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT This Amendment No. 1 to Executive Employment Agreement (this ?Amendment?), dated July 25, 2022, is by and between F45 Training Holdings Inc., a Delaware corporation (the ?Company?), and Chris Payne (?Executive? and, collectively with the Company, the ?Parties? and each a ?Party?). RECITALS WHEREAS, on July 5, 2021, the Parties entered

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 24, 2022 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40590 84-2529722 (State or Other Jurisdiction of Incorporation) (Commission Fi

Separation Agreement, by and between Adam J. Gilchrist and F45 Training Holdings Inc., dated July 24, 2022

Exhibit 10.2 July 24, 2022 Dear Adam: The Company received your resignation notice subject to terms being agreed. This letter of agreement and general release (?Agreement?) confirms our mutual agreement regarding the terms and conditions of your separation from employment and with F45 Training Holdings Inc. and each of its parents, subsidiaries and affiliates, including any and all offices or posi

F45 Training Announces Strategic Update CEO Transition and Strategic Reorganization to Support F45’s Next Chapter of Growth; Company Updates 2022 Full-Year Guidance

Exhibit 99.1 F45 Training Announces Strategic Update CEO Transition and Strategic Reorganization to Support F45?s Next Chapter of Growth; Company Updates 2022 Full-Year Guidance Austin, TX ? F45 Training Holdings Inc. (?F45? or the ?Company?) (NYSE: FXLV), the fastest growing fitness franchisor in the world according to Entrepreneur, today announced strategic updates to align the Company more clos

F45 Training Holdings Inc. 2601 South Congress Avenue, Building E Austin, Texas 78704

F45 Training Holdings Inc. 2601 South Congress Avenue, Building E Austin, Texas 78704 July 15, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington D.C. 20549 Attention: Nicholas Nalbantian Re: F45 Training Holdings Inc. Registration Statement on Form S-1 (File No. 333-265706) (the ?Registration Statement?) Dear Mr. Nalbantian:

F45 Training Holdings Inc. 3601 South Congress Avenue, Building E Austin, Texas 78704

CORRESP 1 filename1.htm F45 Training Holdings Inc. 3601 South Congress Avenue, Building E Austin, Texas 78704 July 13, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington D.C. 20549 Attention: Nicholas Nalbantian Re: F45 Training Holdings Inc. Registration Statement on Form S-1 (File No. 333-265706) Dear Mr. Nalbantian: F45 Training Ho

F45 Training Holdings Inc. 2601 South Congress Avenue, Building E Austin, Texas 78704

F45 Training Holdings Inc. 2601 South Congress Avenue, Building E Austin, Texas 78704 June 22, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington D.C. 20549 Attention: Nicholas Nalbantian Re: F45 Training Holdings Inc. Registration Statement on Form S-1 (File No. 333-265706) (the ?Registration Statement?) Dear Mr. Nalbantian:

F45 Training Holdings Inc. 3601 South Congress Avenue, Building E Austin, Texas 78704

F45 Training Holdings Inc. 3601 South Congress Avenue, Building E Austin, Texas 78704 June 17, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington D.C. 20549 Attention: Nicholas Nalbantian Re: F45 Training Holdings Inc. Registration Statement on Form S-1 (File No. 333-265706) Dear Mr. Nalbantian: F45 Training Holdings Inc., a Delaware

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) F45 Training Holdings Inc.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2022 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40590 84-2529722 (State or Other Jurisdiction of Incorporation) (Commission Fi

Power of Attorney

Table of Contents As filed with the Securities and Exchange Commission on June 17, 2022.

Confidential Treatment Requested by F45 Training Holdings Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on June 10, 2022. This draft registration statement has not been publicly filed

Table of Contents Confidential Treatment Requested by F45 Training Holdings Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on June 10, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-36773 F45 Training H

Credit Agreement, dated as of May 13, 2022, among F45 SPV Finance Company, LLC, as borrower, F45 Training Holdings Inc. and Fortress Credit Corp., as administrative agent, collateral agent and a lender.

Exhibit 10.1 CREDIT AGREEMENT dated as of May 13, 2022 among F45 SPV FINANCE COMPANY, LLC, as Borrower F45 TRAINING HOLDINGS INC., Individually and FORTRESS CREDIT CORP., as Administrative Agent, Collateral Agent and a Lender $150,000,000 Senior Delayed Draw Credit Facility TABLE OF CONTENTS Page SECTION1. DEFINITIONS AND INTERPRETATION 1 1.1??Definitions 1 1.2??Accounting Terms 26 1.3??Interpreta

F45 Reports First Quarter Fiscal 2022 Results

EX-99.1 2 q1-2022ex991earningsrelease.htm EX-99.1 F45 Reports First Quarter Fiscal 2022 Results AUSTIN, Texas – May 16, 2022 – F45 Training Holdings Inc. (NYSE:FXLV) (“F45” or the “Company”), the fastest growing fitness franchisor in the world according to Entrepreneur, today announced financial results for the fiscal first quarter ended March 31, 2022. “We delivered total revenue of over $50 mill

Limited Guaranty, dated as of May 13, 2022, between F45 Training Holdings Inc. and Fortress Credit Corp.

Exhibit 10.2 LIMITED GUARANTY dated as of May 13, 2022 Reference is made to that certain Credit Agreement, dated as of May 13, 2022 (as may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the ?Credit Agreement?), among F45 SPV Finance Company, LLC (the ?Borrower?), F45 Training Holdings Inc., Fortress Credit Corp. (?Fortress?), as Administrative Agent

Limited Liability Company Agreement of FAFC LLC, dated as of May 16, 2022, by and among Club Sports Group LLC, F45 Training Holdings Inc. and each other person admitted to FAFC LLC as a member thereto from time to time.*

Exhibit 10.1 CONFIDENTIAL FAFC LLC LIMITED LIABILITY COMPANY AGREEMENT Dated as of May 16, 2022 THE UNITS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGIS

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2022 F45 Training Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40590 84-2529722 (State or other jurisdiction of incorporation) (Commission

Warrant Purchase Agreement, dated May 13, 2022, by and between F45 Training Holdings Inc., Drawbridge DSO Securities LLC, Fortress Lending III Holdings L.P., Fortress Lending Fund II MA-CRPTF LP and Fortress Lending II Holdings, L.P.

Exhibit 4.1 WARRANT PURCHASE AGREEMENT dated as of May 13, 2022 by and among F45 TRAINING HOLDINGS INC. and EACH PARTY NAMED AS AN INVESTOR HEREIN TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 1 Section 1.1 Definitions 1 ARTICLE II PURCHASE AND SALE 5 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 5 Section 3.1 Corporate Existence 5 Section 3.2 Capital Stock and Ownership 6 Section 3.3

Second Amendment to the Amended and Restated Credit Agreement, dated as of May 13, 2022, among F45 Training Holdings Inc., as borrower, F45 Training Incorporated, as franchisor, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and Australian Security Trustee.

Exhibit 10.3 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this ?Agreement?) is made and entered into as of May 13, 2022, by and among F45 TRAINING HOLDINGS INC., a Delaware corporation (the ?Borrower?), F45 TRAINING INCORPORATED, a Delaware corporation (the ?Franchisor?), the Lenders party hereto, and JPMORGAN CHASE BANK,

F45 Announces AFTER Veteran Program and $100 Million Financing Facility Initiative to provide service members the opportunity to convert their military experience into business ownership by becoming F45 franchisees supported by exclusive access to $1

Exhibit 99.1 F45 Announces AFTER Veteran Program and $100 Million Financing Facility Initiative to provide service members the opportunity to convert their military experience into business ownership by becoming F45 franchisees supported by exclusive access to $100 million in committed financing AUSTIN, Texas ? May 16, 2022 ? F45 Training Holdings Inc. (?F45? or the ?Company?) (NYSE:FXLV), the fas

F45 Announces First-of-its-Kind $150 Million Financing Facility to Accelerate Franchise Expansion in the U.S.

Exhibit 99.1 F45 Announces First-of-its-Kind $150 Million Financing Facility to Accelerate Franchise Expansion in the U.S. AUSTIN, Texas ? May 16, 2022 ? F45 Training Holdings Inc. (NYSE:FXLV) (?F45? or the ?Company?), the fastest growing fitness franchisor in the world according to Entrepreneur, today announced a strategic financing facility with affiliates of Fortress Credit Corp. (?Fortress?).

Registration Rights Agreement, dated May 13, 2022, by and between F45 Training Holdings Inc., Drawbridge DSO Securities LLC, Fortress Lending III Holdings L.P., Fortress Lending Fund II MA-CRPTF LP and Fortress Lending II Holdings, L.P.

Exhibit 4.4 Execution Version REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of May 13, 2022, by and among F45 Training Holdings Inc., a Delaware corporation (the ?Company?), and Drawbridge DSO Securities LLC, Fortress Lending III Holdings L.P., Fortress Lending Fund II MA-CRPTF LP and Fortress Lending II Holdings, L.P. (each, a ?Purchaser? and collectivel

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 16, 2022 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40590 (Commission File Number) 8

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2022 F45 Training Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40590 84-2529722 (State or other jurisdiction of incorporation) (Commission

Schedule 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

JOINT FILING AGREEMENT F45 Training Holdings Inc.

EX-1 EXHIBIT 1 JOINT FILING AGREEMENT F45 Training Holdings Inc. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13G and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and th

FXLV / F45 Training Holdings Inc. / Gilchrist Adam - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* F45 Training Holdings Inc. (Name of Issuer) Common stock, par value $0.00005 per share (Title of Class of Securities) 30322L101 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 11, 2022 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40590 84-2529722 (State or Other Jurisdiction of Incorporation) (Commission F

Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934.

Exhibit 4.1 DESCRIPTION OF REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 F45 Training Holdings Inc. has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): our common stock. References to the ?Company,? ?we,? ?us? and ?our? refer to F45 Training Holdings Inc. and not to any o

List of Subsidiaries of the Registrant

Exhibit 21.1 F45 Training Holdings Inc. List of Significant Subsidiaries Legal Name State or Other Jurisdiction of Incorporation 2M Hold Co Pty Ltd Australia Avalon House Holdings, Inc. Delaware, U.S Avalon House, Inc. Delaware, U.S. Avalon House Pty Ltd Australia F45 Aus Hold Co Pty Ltd Australia F45 Holdings Pty Ltd Australia F45 India Private Limited India F45 Operations Inc. Delaware, U.S. F45

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-36773 F45 Training Holdings Inc.

F45 Reports Record Fourth Quarter and Full-Year Fiscal 2021 Results

Exhibit 99.1 F45 Reports Record Fourth Quarter and Full-Year Fiscal 2021 Results AUSTIN, Texas ? March 14, 2022 ? F45 Training Holdings Inc. (NYSE:FXLV) (?F45? or the ?Company?), the fastest growing fitness franchisor in the world according to Entrepreneur in 2021, today announced financial results for the fourth quarter and fiscal year ended December 31, 2021. ?I am delighted with our terrific Q4

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 14, 2022 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40590 38-3978689 (State or Other Jurisdiction of Incorporation) (Commission F

FXLV / F45 Training Holdings Inc. / Caledonia (Private) Investments Pty Ltd Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

FXLV / F45 Training Holdings Inc. / MWIG LLC - SC 13G Passive Investment

Schedule 13G Page 1 of 9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

FXLV / F45 Training Holdings Inc. / KENNEDY LEWIS MANAGEMENT LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* F45 Training Holdings Inc. (Name of Issuer) Common Stock, par value $0.00005 per share (Title of Class of Securities) 30322L101 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2022 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40590 38-3978689 (State or Other Jurisdiction of Incorporation) (Commission

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 10, 2022 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40590 38-3978689 (State or Other Jurisdiction of Incorporation) (Commission

F45 Training Holdings Inc. Updates Total Revenue Guidance and Provides Preliminary Expected Operating Results for Fiscal 2021 Ahead of ICR Conference

Exhibit 99.1 F45 Training Holdings Inc. Updates Total Revenue Guidance and Provides Preliminary Expected Operating Results for Fiscal 2021 Ahead of ICR Conference AUSTIN, Texas ? January 10, 2022 ? F45 Training Holdings Inc. (?F45? or the ?Company?) (NYSE:FXLV), the fastest growing fitness franchisor in the world according to Entrepreneur in 2021, today updated total revenue guidance and provided

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION R

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 00

F45 Training Holdings Inc. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share amounts and share data) September 30, 2021 December 31, 2020 Assets Current assets: Cash and cash equivalents $ 52,618 $ 28,967 Accounts receivable, net 15,3

Exhibit 99.1 F45 Training Holdings Inc. Reports Third Quarter Fiscal 2021 Results AUSTIN, Texas ? November 12, 2021 ? F45 Training Holdings Inc. (?F45? or the ?Company?) (NYSE:FXLV), the fastest growing fitness franchisor in the world according to Entrepreneur, today announced financial results for the fiscal third quarter ended September 30, 2021. ?We delivered another solid quarter with continue

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 12, 2021 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40590 38-3978689 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT

Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40590 F45 Training Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40590 F45 Training Holdings Inc.

F45 Training Holdings Inc. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share amounts and share data) June 30, 2021 (unaudited) December 31, 2020 (audited) Assets Current assets: Cash and cash equivalents $ 16,604 $ 28,967 Restricted c

EX-99.1 2 d206044dex991.htm EX-99.1 Exhibit 99.1 F45 Training Holdings Inc. Reports Second Quarter Fiscal 2021 Results AUSTIN, Texas – August 26, 2021 – F45 Training Holdings Inc. (“F45” or the “Company”) (NYSE:FXLV), one of the fastest growing fitness franchisors in the United States based on the number of franchises sold, today announced financial results for the fiscal second quarter ended June

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d206044d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 26, 2021 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40590 38-3978689 (State or Other Jurisdiction of In

FXLV / F45 Training Holdings Inc. / L1 Capital Pty Ltd - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* F45 Training Holdings Inc. (Name of Issuer) Common Stock, par value $0.00005 per share (Title of Class of Securities) 30322L101 (CUSIP Number) July 14, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 d217548d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 13, 2021 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40590 38-3978689 (State or Other Jurisdiction of In

Amended and Restated Credit Agreement, dated as of August 13, 2021, among F45 Training Holdings Inc., the guarantors party, JPMorgan Chase Bank, N.A., as Administrative Agent and Australian Security Trustee, and other lender parties thereto (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 16, 2021 and incorporated herein by reference).

Exhibit 10.1 AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 13, 2021, among F45 TRAINING HOLDINGS INC., The other Loan Parties party hereto, The Lenders party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Australian Security Trustee JPMORGAN CHASE BANK, N.A., as Sole Lead Arranger and Bookrunner TABLE OF CONTENTS Page ARTICLE I Definitions 1 SECTION 1.01 Defined Te

As filed with the Securities and Exchange Commission on July 23, 2021

Table of Contents As filed with the Securities and Exchange Commission on July 23, 2021 Registration No.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 19, 2021 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40590 38-3978689 (State or Other Jurisdiction of Incorporation) (Commission Fi

F45 Training Holdings Inc. Third Amended and Restated Stockholders’ Agreement, dated as of July 14, 2021, by and among F45 Training Holdings Inc., MWIG LLC, Kennedy Lewis Management LP, L1 Capital Long Short Fund, L1 Long Short Fund Limited, L1 Capital Global Opportunities Master Fund, L1 Capital Long Short (Master) Fund, GIL SPE, LLC, and the other stockholders party thereto (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 19, 2021 and incorporated herein by reference).

EX-10.1 4 d166378dex101.htm EX-10.1 Exhibit 10.1 F45 TRAINING HOLDINGS INC. THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT July 14, 2021 Table of Contents ARTICLE 1 DEFINITIONS AND CONSTRUCTION 3 Section 1.1 Definitions 3 Section 1.2 Additional Defined Terms 7 Section 1.3 Construction 8 ARTICLE 2 REPRESENTATIONS AND WARRANTIES 8 ARTICLE 3 RESTRICTIONS ON TRANSFER; REGISTRATION 9 Section 3.1 Re

Amended and Restated Bylaws, effective as of July 19, 2021 (filed with the SEC as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 19, 2021 and incorporated herein by reference).

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF F45 TRAINING HOLDINGS INC. a Delaware Corporation (hereinafter called the ?Corporation?) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of the Corporation shall be fixed in the Amended and Restated Certificate of Incorporation of the Corporation (as amended and restated from time to time, the ?Certificate of Incorporation

Amended and Restated Certificate of Incorporation, effective as of July 19, 2021 (filed with the SEC as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 19, 2021 and incorporated herein by reference).

EX-3.1 2 d166378dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF F45 TRAINING HOLDINGS INC. (a Delaware corporation) (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”)) F45 Training Holdings Inc., a corporation organized and existing under the provisions of the DGCL, DOES HEREBY CERTIFY: FIRST: That the name of th

20,312,500 Shares F45 Training Holdings Inc. Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-257193 PROSPECTUS 20,312,500 Shares F45 Training Holdings Inc. Common Stock This is the initial public offering of shares of common stock of F45 Training Holdings Inc. We are offering 18,750,000 shares of our common stock. The selling stockholder identified in this prospectus, is offering 1,562,500 shares of common stock. We w

[Signature Page Follows]

July 13, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

F45 Training Holdings Inc. 801 Barton Springs Road, 9th Floor Austin, Texas 78704

F45 Training Holdings Inc. 801 Barton Springs Road, 9th Floor Austin, Texas 78704 July 13, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington D.C. 20549 Attention: Jacqueline Kaufman Re: F45 Training Holdings Inc. Registration Statement on Form S-1 (File No. 333-257193) Dear Ms. Kaufman: F45 Training Holdings Inc., a Delaware corporat

Form of Amended and Restated Certificate of Incorporation, to be in effect upon completion of this offering.

Exhibit 3.5 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF F45 TRAINING HOLDINGS INC. (a Delaware corporation) (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware (the ?DGCL?)) F45 Training Holdings Inc., a corporation organized and existing under the provisions of the DGCL, DOES HEREBY CERTIFY: FIRST: That the name of the corporation is F45 Training Hol

F45 Training Holdings Inc.

Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated July 13, 2021 Relating to Preliminary Prospectus dated July 7, 2021 Registration Statement No.

July 13, 2021

CORRESP 1 filename1.htm July 13, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street N.E. Washington, D.C. 20549 Attention: Jacqueline Kaufman Re: Comment Letter dated July 12, 2021 regarding F45 Training Holdings Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Filed July 7, 2021 File No. 333-257193 Dear Ms

As filed with the Securities and Exchange Commission on July 13, 2021.

Table of Contents As filed with the Securities and Exchange Commission on July 13, 2021.

Form 8-A

8-A12B 1 d202156d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 F45 Training Holdings Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 36-3978689 (State of Incorporation or Organization) (I.R.S. Employer I

Promotional Agreement, entered into June 25, 2021, effective July 1, 2021, by and between F45 Training Holdings Inc. and Craw Daddy Productions, Inc. f/s/o Cindy Crawford.

Exhibit 10.35 Execution Copy PROMOTIONAL AGREEMENT THIS PROMOTIONAL AGREEMENT (?Agreement?) is entered into this 25th day of June 2021 and shall be effective from July 1, 2021 (the ?Effective Date?) by and between F45 Training Holdings Inc., a Delaware corporation (?Company?) and Craw Daddy Productions, Inc. (?Provider?) f/s/o Cindy Crawford (?Crawford?). Company and Provider are referred to herei

Form of Non-Employee Director Restricted Stock Agreement under F45 Training Holdings Inc. 2021 Equity Incentive Plan.

Exhibit 10.20 F45 TRAINING HOLDINGS INC. 2021 EQUITY INCENTIVE PLAN DIRECTOR RESTRICTED STOCK AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the F45 Training Holdings Inc. 2021 Equity Incentive Plan (the ?Plan?) shall have the same defined meanings in this Director Restricted Stock Award Agreement (the ?Award Agreement?). 1. Notice of Restricted Stock Grant. Name: ?GranteeNa

Certificate of Amendment to Amended and Restated Certificate of Incorporation.

Exhibit 3.4 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF F45 TRAINING HOLDINGS INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware F45 Training Holdings Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corpora

Form of F45 Training Holdings Inc. Third Amended and Restated Stockholders Agreement by and among F45 Training Holdings Inc., MWIG LLC, Kennedy Lewis Management LP, L1 Capital Long Short Fund, L1 Long Short Fund Limited, L1 Capital Global Opportunities Master Fund, L1 Capital Long Short (Master) Fund, and GIL SPE, LLC.

Exhibit 10.8 F45 TRAINING HOLDINGS INC. THIRD AMENDED AND RESTATED STOCKHOLDERS? AGREEMENT July [?], 2021 Table of Contents ARTICLE 1 DEFINITIONS AND CONSTRUCTION 3 Section 1.1 Definitions 3 Section 1.2 Additional Defined Terms 7 Section 1.3 Construction 8 ARTICLE 2 REPRESENTATIONS AND WARRANTIES 8 ARTICLE 3 RESTRICTIONS ON TRANSFER; REGISTRATION 9 Section 3.1 Restrictions on Transfer 9 Section 3.

Letter Agreement, by and between Luke Armstrong and F45 Training Pty Ltd, dated as of May 2, 2019.

Exhibit 10.21 BY EMAIL Luke Armstrong ??????????????????? ??????????????? Dated: 11 April 2019 Dear Luke, We are pleased to confirm your appointment with F45 Training Pty Ltd (ACN 162 731 900) (Company) and outline below the terms of your employment (Terms). 1. Position (a) The position to which you are appointed is set out in Item 1 of the Schedule (Position) reporting to the supervisor identifie

Form of Stock Option Agreement under F45 Training Holdings Inc. 2021 Equity Incentive Plan.

Exhibit 10.19 F45 TRAINING HOLDINGS INC. 2021 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the F45 Training Holdings Inc. 2021 Equity Incentive Plan (the ?Plan?) shall have the same defined meanings in this Stock Option Agreement (the ?Option Agreement?). 1. Notice of Stock Option Grant. Name: ?OptioneeName? Address: ?OptioneeStreetAddress? ?Op

List of Subsidiaries of the Registrant.

Exhibit 21.1 F45 Training Holdings Inc. List of Significant Subsidiaries Legal Name State or Other Jurisdiction of Incorporation 2M Hold Co Pty Ltd Australia F45 Aus Hold Co Pty Ltd Australia F45 Holdings Pty Ltd Australia F45 India Private Limited India F45 Operations Inc. Delaware, U.S. F45 Operations (Australia) Pty Ltd Australia F45 ROW Hold Co Pty Ltd Australia F45 Training Asia Private Ltd.

Executive Employment Agreement, entered into as of July 5, 2021, by and between Chris Payne and F45 Training Holdings Inc.

Exhibit 10.39 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?) is entered into as of July 5, 2021 (the ?Effective Date?), by and between Chris Payne (?Executive?) and F45 Training Holdings Inc., a Delaware corporation (the ?Company?). WHEREAS, Executive is currently employed by the Company as its Chief Financial Officer, and Company desires to have Executive?s e

Consent of Lee Wallace.

EX-99.3 24 d144166dex993.htm EX-99.3 Exhibit 99.3 CONSENT TO BE NAMED I hereby confirm my consent to being named as a person who will become a director of F45 Training Holdings Inc. (the “Company”), in the Registration Statement on Form S-1, including any all amendments and post-effective amendments thereto and any amendments filed under Rule 462(b) increasing the number of shares for which regist

Form of Amended and Restated Certificate of Incorporation, to be in effect upon completion of this offering.

Exhibit 3.5 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF F45 TRAINING HOLDINGS INC. (a Delaware corporation) (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware (the ?DGCL?)) F45 Training Holdings Inc., a corporation organized and existing under the provisions of the DGCL, DOES HEREBY CERTIFY: FIRST: That the name of the corporation is F45 Training Hol

Executive Employment Agreement, entered into as of July 5, 2021, by and between Luke Armstrong and F45 Training Holdings Inc.

Exhibit 10.38 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?) is entered into as of July 5, 2021 (the ?Effective Date?), by and between Luke Armstrong (?Executive?) and F45 Training Holdings Inc. (the ?Company?). WHEREAS, Executive is currently employed by the Company as its Chief Revenue Officer, and Company desires to have Executive?s employment continue in s

As filed with the Securities and Exchange Commission on July 7, 2021.

Table of Contents As filed with the Securities and Exchange Commission on July 7, 2021.

Executive Employment Agreement, entered into as of July 5, 2021, by and between Patrick Grosso and F45 Training Holdings Inc.

Exhibit 10.40 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?) is entered into as of July 5, 2021 (the ?Effective Date?), by and between Patrick Grosso (?Executive?) and F45 Training Holdings Inc. (the ?Company?). WHEREAS, Executive is currently employed by the Company as its Chief Legal Officer, and Company desires to have Executive?s employment continue in suc

Form of Restricted Stock Unit Agreement under F45 Training Holdings Inc. 2021 Equity Incentive Plan.

Exhibit 10.41 F45 TRAINING HOLDINGS INC. 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the F45 Training Holdings Inc. 2021 Equity Incentive Plan (the ?Plan?) shall have the same defined meanings in this Restricted Stock Unit Award Agreement (the ?Award Agreement?). 1. Notice of Restricted Stock Unit Grant. Name: ?GranteeName?

Form of Amended and Restated Bylaws, to be in effect upon completion of this offering.

EX-3.8 5 d144166dex38.htm EX-3.8 Exhibit 3.8 AMENDED AND RESTATED BYLAWS OF F45 TRAINING HOLDINGS INC. a Delaware Corporation (hereinafter called the “Corporation”) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of the Corporation shall be fixed in the Amended and Restated Certificate of Incorporation of the Corporation (as amended and restated from time to time,

Non-Employee Director Compensation Program.

EX-10.16 8 d144166dex1016.htm EX-10.16 Exhibit 10.16 SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Position Retainer(1) Board Member $ 100,000 Audit Committee Chair $ 20,000 Compensation Committee Chair $ 15,000 Nominating and Corporate Governance Committee Chair $ 10,000 Audit Committee Member $ 10,000 Compensation Committee Member $ 7,500 Nominating and Corporate Governance Committee Mem

Promotional Agreement, entered into June 25, 2021, effective July 1, 2021, by and between Avalon House, Inc. and Craw Daddy Productions, Inc. f/s/o Cindy Crawford.

Exhibit 10.36 Execution Copy PROMOTIONAL AGREEMENT THIS PROMOTIONAL AGREEMENT (?Agreement?) is entered into this 25th day of June 2021 and shall be effective July 1, 2021 (the ?Effective Date?) by and between Avalon House, Inc., a Delaware corporation (?Company?) Craw Daddy Productions, Inc. (?Provider?) f/s/o Cindy Crawford (?Crawford?). Company and Provider are referred to herein collectively as

Executive Employment Agreement, entered into as of July 5, 2021, by and between Adam Gilchrist and F45 Training Holdings Inc.

Exhibit 10.37 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?) is entered into as of July 5, 2021 (the ?Effective Date?), by and between Adam Gilchrist (?Executive?) and F45 Training Holdings Inc., a Delaware corporation (the ?Company?). WHEREAS, Executive is currently employed by the Company as its Chief Executive Officer, and Company desires to have Executive?

F45 Training Holdings Inc. 2021 Equity Incentive Plan.

Exhibit 10.18 F45 TRAINING HOLDINGS INC. 2021 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purpose is to assist the Company in securing and retaining the services of eligible award recipients to provide incentives to Employees, Directors and Consultants and promote the long-term financial success of the Company and thereby increase stockholder value. The Plan permits the grant of Incentive S

Consent of Richard Grellman.

EX-99.1 22 d144166dex991.htm EX-99.1 Exhibit 99.1 CONSENT TO BE NAMED I hereby confirm my consent to being named as a person who will become a director of F45 Training Holdings Inc. (the “Company”), in the Registration Statement on Form S-1, including any all amendments and post-effective amendments thereto and any amendments filed under Rule 462(b) increasing the number of shares for which regist

Form of Underwriting Agreement.

Exhibit 1.1 F45 Training Holdings Inc. Common Stock, $0.00005 Par Value per Share Underwriting Agreement [ ? ], 2021 Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC As representatives (the ?Representatives?) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 and c/o J.P. Morgan Securities LLC 383 Madison Avenue New Yo

Consent of Elizabeth Josefsberg.

Exhibit 99.2 CONSENT TO BE NAMED I hereby confirm my consent to being named as a person who will become a director of F45 Training Holdings Inc. (the ?Company?), in the Registration Statement on Form S-1, including any all amendments and post-effective amendments thereto and any amendments filed under Rule 462(b) increasing the number of shares for which registration is sought (collectively, the ?

Consent of Ruth Zukerman.

Exhibit 99.4 CONSENT TO BE NAMED I hereby confirm my consent to being named as a person who will become a director of F45 Training Holdings Inc. (the ?Company?), in the Registration Statement on Form S-1, including any all amendments and post-effective amendments thereto and any amendments filed under Rule 462(b) increasing the number of shares for which registration is sought (collectively, the ?

Certificate of Amendment to Amended and Restated Certificate of Incorporation.

Exhibit 3.2 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF F45 TRAINING HOLDINGS INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware F45 Training Holdings Inc., a Delaware corporation (the ?Corporation?), does hereby certify that: 1. The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by addin

Promotional Agreement, entered into as of October 15, 2020, by and between Malibu Crew, Inc. and ABG-Shark, LLC (filed as Exhibit 10.30 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 21, 2021 and incorporated herein by reference).

Exhibit 10.30 PROMOTIONAL AGREEMENT THIS PROMOTIONAL AGREEMENT (?Agreement?) is entered into this October 15, 2020 (the ?Effective Date?) by and between Malibu Crew LLC a Delaware limited liability company (?Company?) and ABG-Shark, LLC, a Delaware limited liability company with an address of c/o Authentic Brands Group, LLC, 1411 Broadway, 21st Floor, New York, NY 10018 (?Provider?) f/s/o Greg Nor

Amended and Restated Promotional and Advisory Services Agreement, entered into as of April 12, 2021, by and between F45 Training Holdings Inc. and Magic Johnson Entertainment d/b/a Magic Johnson Enterprises f/s/o Earvin Johnson, Jr.

Exhibit 10.27 AMENDED AND RESTATED PROMOTIONAL AND ADVISORY SERVICES AGREEMENT THIS AMENDED AND RESTATED PROMOTIONAL AND ADVISORY SERVICES AGREEMENT (?Agreement?) is entered as of 12th day of April, 2021 (the ?Effective Date?) by and between F45 Training Holdings Inc., a Delaware corporation (?Company?) and Magic Johnson Entertainment d/b/a Magic Johnson Enterprises (?MJE?) f/s/o Earvin Johnson, J

Guaranty, by and among F45 Training Holdings Inc., Adam James Gilchrist, Robert Benjamin Deutsch, and The 2M Trust, dated as of March 15, 2019 (filed as Exhibit 10.9 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 21, 2021 and incorporated herein by reference).

Exhibit 10.9 EXECUTION VERSION GUARANTY dated as of MARCH 15, 2019 by and among F45 TRAINING HOLDINGS INC. AND THE SELLERS THAT ARE SIGNATORIES HERETO TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND INTERPRETATION 2 1.1 Definitions 2 1.2 Terms generally; rules of construction 3 ARTICLE 2 GUARANTY 3 2.1 Guaranty 3 2.2 Guaranty absolute and unconditional; discharge only upon payment in full; reinstateme

Secured Promissory Note issued by Flyhalf Acquisition Company Pty Ltd to Adam James Gilchrist for the principal sum of $22,500,000, dated as of March 15, 2019 (filed as Exhibit 10.10 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 21, 2021 and incorporated herein by reference).

Exhibit 10.10 EXECUTION VERSION $22,500,000 March 15, 2019 SECURED PROMISSORY NOTE Flyhalf Acquisition Company Pty Ltd, a proprietary company limited by shares organized and existing under the laws of Australia (the ?Maker?), hereby promises to pay to the order of Adam James Gilchrist, an individual (the ?Holder?), the principal sum of TWENTY TWO MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($

Credit Agreement, dated as of September 18, 2019, among F45 Training Holdings Inc., the other loan parties thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Australian Security Trustee, Lender, Swingline Lender and Issuing Bank.

Exhibit 10.1 Execution Version CREDIT AGREEMENT dated as of September 18, 2019 among F45 TRAINING HOLDINGS INC., The other Loan Parties party hereto, The Lenders party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Australian Security Trustee TABLE OF CONTENTS Page ARTICLE I Definitions 1 SECTION 1.01 Defined Terms 1 SECTION 1.02 Classification of Loans and Borrowings 32 SECT

Form of Indemnification Agreement between F45 Training Holdings Inc. and each of its directors and executive officers (filed as Exhibit 10.17 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 21, 2021 and incorporated herein by reference).

Exhibit 10.17 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) is entered into as of [ ], 20[ ] (the ?Effective Date?) by and between F45 Training Holdings Inc., a Delaware corporation (the ?Company?), and [ ] (the ?Indemnitee?). RECITALS WHEREAS, the Board of Directors has determined that the inability to attract and retain qualified persons as directors and officers is

Amendment to Letter Agreement, by and between F45 Training Incorporated and Heather Christie, dated as of January 16, 2020 (filed as Exhibit 10.26 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 21, 2021 and incorporated herein by reference).

Exhibit 10.26 F45 TRAINING INC./EMPLOYEE CHANGE AGREEMENT - USA January 16, 2020 BY EMAIL HEATHER CHRISTIE Re: Promotion Dear Heather, F45 Training, Inc. (the ?Company? or ?F45?) is pleased to offer you (?you?) the revised exempt position of Chief Operating Officer (COO) effective Jan 15, 2020. You will be responsible for Support, Compliance, Logistics, Academy & Induction and will report to Adam

Second Amendment to Credit Agreement, dated as of October 6, 2020, by and among F45 Training Holdings Inc., the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.

Exhibit 10.3 Execution Version SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this ?Agreement?) is made and entered into as of October 6, 2020, by and among F45 TRAINING HOLDINGS INC., a Delaware corporation (the ?Borrower?), the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Australian Security Trustee (the ?Administrative Agent?)

Asset Transfer and Licensing Agreement, dated as of June 23, 2020, between F45 Training Incorporated and LIIT LLC (filed as Exhibit 10.32 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 21, 2021 and incorporated herein by reference).

Exhibit 10.32 Asset Transfer and IP Licence Agreement F45 Training Holdings Inc (Seller) LIIT, LLC (Buyer) PricewaterhouseCoopers, ABN 52 780 433 757 One International Towers, Watermans Quay, Barangaroo, GPO Box 2650, SYDNEY NSW 1171 T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au/legal PwC | Asset Transfer and IP Licence Agreement Contents 1. Definition and Interpretation 2 2. Sale and Pur

Amended and Restated Sale Cooperation Agreement, entered into as of October 6, 2020, by and between F45 Training Holdings Inc., Robert B. Deutsch, Adam J. Gilchrist, and MWIG LLC (filed as Exhibit 10.33 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 21, 2021 and incorporated herein by reference).

Exhibit 10.33 Execution Version AMENDED AND RESTATED SALE COOPERATION AGREEMENT THIS AMENDED AND RESTATED SALE COOPERATION AGREEMENT (the ?Agreement?) is hereby entered into as of October 6, 2020 (the ?Restated Effective Date?), by and between F45 Training Holdings Inc. a Delaware corporation (including its successors and assigns, collectively, the ?Company?), Robert B. Deutsch (?Deutsch?), Adam J

Subordinated Credit Agreement, dated as of October 6, 2020, by and among F45 Training Holdings Inc., the other loan parties thereto, the lenders party thereto, and Alter Domus (US) LLC, as Administrative Agent and Australian Security Trustee.

Exhibit 10.4 EXECUTION VERSION SUBORDINATED CREDIT AGREEMENT dated as of October 6, 2020 among F45 TRAINING HOLDINGS INC., The other Loan Parties party hereto, The Lenders party hereto and ALTER DOMUS (US) LLC, as Administrative Agent and as Australian Security Trustee TABLE OF CONTENTS Page ARTICLE I Definitions 1 SECTION 1.01 Defined Terms 1 SECTION 1.02 [Reserved] 30 SECTION 1.03 Terms Generall

Subordinated Convertible Credit Agreement, dated as of October 6, 2020 by and among F45 Training Holdings Inc., and the holders party thereto.

Exhibit 10.5 EXECUTION VERSION SUBORDINATED CONVERTIBLE CREDIT AGREEMENT dated as of October 6, 2020 among F45 TRAINING HOLDINGS INC., and The Holders party hereto TABLE OF CONTENTS Page ARTICLE I Definitions 1 SECTION 1.01 Defined Terms 1 SECTION 1.02 [Reserved] 15 SECTION 1.03 Terms Generally 15 SECTION 1.04 Accounting Terms; GAAP 16 SECTION 1.05 [Reserved] 16 SECTION 1.06 [Reserved] 16 SECTION

Letter Agreement, by and between Patrick Grosso and F45 Training Incorporated, dated as of October 10, 2019.

Exhibit 10.23 BY EMAIL PATRICK GROSSO DATE: October 10, 2019 Dear Patrick, We are pleased to offer you employment with F45 Training Incorporated (Company) on the terms and conditions set forth in this letter agreement (Agreement), with an expected start date of October 21, 2019. This offer of employment is contingent on your satisfactory completion of the contingencies set forth in this Agreement,

Promotional Agreement, entered into as of October 15, 2020, by and between F45 Training Holdings Inc. and ABG-Shark, LLC

Exhibit 10.29 PROMOTIONAL AGREEMENT THIS PROMOTIONAL AGREEMENT (?Agreement?) is entered into this October 15, 2020 (the ?Effective Date?) by and between F45 Training Holdings Inc., a Delaware corporation (?Company?) and ABG-Shark, LLC, a Delaware limited liability company with an address of c/o Authentic Brands Group, LLC, 1411 Broadway, 21st Floor, New York, NY 10018 (?Provider?) f/s/o Greg Norma

Restrictive Covenant Agreement, entered into as of October 6, 2020, by and between F45 Training Incorporated and Adam Gilchrist (filed as Exhibit 10.31 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 21, 2021 and incorporated herein by reference).

Exhibit 10.31 Execution Version RESTRICTIVE COVENANT AGREEMENT This RESTRICTIVE COVENANT AGREEMENT (this ?Agreement?) is entered into as of October 6, 2020 by and between F45 Training Holdings Inc., Delaware corporation (the ?Company?) and the individual signatory hereto (the ?Covered Person?). The Company and the Covered Person are referred to herein collectively as the ?Parties? and individually

Asset Purchase Agreement, dated as of March 31, 2021, by and among F45 Training Incorporated, FW SPV LLC, and FW SPV II LLC (filed as Exhibit 2.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 21, 2021).

Exhibit 2.1 Execution Version ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this ?Agreement?), dated as of March 31, 2021 (the ?Execution Date?), is made and entered into by and among F45 Training Incorporated, a Delaware corporation (?Buyer?), FW SPV LLC, a Delaware limited liability company (?First Seller?), and FW SPV II LLC, a Delaware limited liability company (?Second Seller? and,

Bylaws, as currently in effect.

Exhibit 3.5 BYLAWS OF F45 TRAINING HOLDINGS INC. a Delaware corporation ARTICLE 1 OFFICES 1.1 REGISTERED OFFICE The corporation shall maintain a registered office and registered agent in the State of Delaware. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors. 1.2 OTHER OFFICES The corporation may also have offices

Intellectual Property License Agreement, dated as of March 31, 2021, by and among F45 Training Incorporated, FW SPV LLC and FW SPV II LLC (filed as Exhibit 10.34 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 21, 2021 and incorporated herein by reference).

Exhibit 10.34 Execution Version INTELLECTUAL PROPERTY LICENSE AGREEMENT THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (this ?Agreement?), dated as of March 31, 2021, is made and entered into by and among F45 Training Incorporated, a Delaware corporation (?Licensee?), FW SPV LLC, a Delaware limited liability company (?First Seller?), FW SPV II LLC, a Delaware limited liability company (?Second Selle

Promotional Agreement, entered into as of November 24, 2020, by and between F45 Training Holdings Inc. and DB Ventures Limited (filed as Exhibit 10.28 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 21, 2021 and incorporated herein by reference).

Exhibit 10.28 PROMOTIONAL AGREEMENT THIS PROMOTIONAL AGREEMENT (?Agreement?) is entered into this 24th day of November 2020 and shall be effective from Fifth December 2020 (the ?Effective Date?) by and between F45 Training Holdings Inc., a Delaware corporation (?Company?) and DB Ventures Limited, a company incorporated in England (?Provider?). Company and Provider are referred to herein collective

Letter Agreement by and between F45 Training Incorporated and Heather Christie, dated as of July 13, 2018 (filed as Exhibit 10.25 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 21, 2021 and incorporated herein by reference).

Exhibit 10.25 BY EMAIL Heather Chrisite Dated: July 13, 2018 Dear Heather, We are pleased to confirm your appointment with F45 Training Incorporated (Company) a Delaware Corporation of 7119 West Sunset Boulevard, #553 Los Angeles, California 90046 and outline below the terms of your employment (Terms). 1. Position (a) The position to which you are appointed is as a Head of Support (Position) repor

Letter Agreement, dated as of September 10, 2019, by and between F45 Training Incorporated and Elliot Capner (filed as Exhibit 10.24 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 21, 2021 and incorporated herein by reference).

Exhibit 10.24 BY EMAIL ELLIOT CAPNER ????? ??????? DATE September 9, 2019 Dear Elliot, We are pleased to offer you employment with F45 Training Incorporated (Company) on the terms and conditions set forth in this letter agreement (Agreement), with an expected start date of 1 September, 2019. This offer of employment is contingent on your satisfactory completion of the contingencies set forth in th

Letter Agreement, by and between Chris Payne and F45 Training Pty Ltd, dated as of May 16, 2018.

Exhibit 10.22 BY EMAIL Christopher Payne ???????? ???????? ?????????????? Dated: 16 May 2018 Dear Chris, We are pleased to confirm your appointment with F45 Training Pty Ltd (ACN 162 731 900) (Company) and outline below the terms of your employment (Terms). 1. Position (a) The position to which you are appointed is set out in Item 1 of the Schedule (Position) reporting to the supervisor identified

Common Stock Sale Agreement, dated as of October 6, 2020, by and between 2M Properties Pty Ltd (CAN 109 057 383), as trustee for The 2M Trust, and F45 Training Holdings Inc. (filed as Exhibit 10.15 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 21, 2021 and incorporated herein by reference).

Exhibit 10.15 Execution Version COMMON STOCK SALE AGREEMENT This COMMON STOCK SALE AGREEMENT (this ?Agreement?) is entered into as of October 6, 2020, by and between 2M Properties Pty Ltd (ACN 109 057 383), a proprietary company limited by shares organized and existing under the laws of Australia, as trustee for The 2M Trust (the ?Seller?) and F45 Training Holdings Inc., a Delaware corporation (th

Secured Promissory Note issued by Flyhalf Acquisition Company Pty Ltd to The 2M Trust for the principal sum of $5,000,000, dated as of March 15, 2019 (filed as Exhibit 10.12 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 21, 2021 and incorporated herein by reference).

Exhibit 10.12 EXECUTION VERSION $5,000,000 March 15, 2019 SECURED PROMISSORY NOTE Flyhalf Acquisition Company Pty Ltd, a proprietary company limited by shares organized and existing under the laws of Australia (the ?Maker?), hereby promises to pay to the order of 2M Properties Pty Ltd (ACN 109 057 383), a proprietary company limited by shares organized and existing under the laws of Australia, as

June 21, 2021

June 21, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street N.E. Washington, D.C. 20549 Attention: Jacqueline Kaufman Re: Comment Letter dated June 10, 2021 regarding F45 Training Holdings Inc. Amendment No. 3 to Draft Registration Statement on Form S-1 Submitted May 12, 2021 CIK No. 0001788717 Dear Ms. Kaufman: F45 Traini

First Amendment to Bylaws, as currently in effect.

Exhibit 3.6 FIRST AMENDMENT TO BYLAWS OF F45 TRAINING HOLDINGS INC. Adopted by the Board of Directors effective as of October 6, 2020 This First Amendment to the Bylaws (the ?Bylaws?) of F45 Training Holdings Inc., a Delaware corporation (the ?Company?) hereby amends the Bylaws of the Company in the following respects: 1. Section 3.8 of the Bylaws is hereby amended by deleting the phrase ?24 hours

Amended and Restated Certificate of Incorporation, as currently in effect.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FLYHALF HOLDINGS INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Flyhalf Holdings Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: A. That the na

Promotional Agreement, by and between F45 Training Holdings Inc. and Mark Wahlberg, dated as of March 15, 2019 (filed as Exhibit 10.13 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 21, 2021 and incorporated herein by reference).

Exhibit 10.13 EXECUTION VERSION PROMOTIONAL AGREEMENT THIS PROMOTIONAL AGREEMENT (?Agreement?) is entered into this 15th day of March, 2019 (the ?Effective Date?) by and between F45 Training Holdings Inc., a Delaware corporation (?Company?) and Mark Wahlberg (?Provider?). Company and Provider are referred to herein collectively as the ?Parties? and each as a ?Party.? RECITALS A. Provider is an int

First Amendment to Credit Agreement, dated as of June 23, 2020, among F45 Training Holdings Inc., the other loan parties thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Australian Security Trustee, Lender, Swingline Lender and Issuing Bank.

Exhibit 10.2 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this ?Agreement?) is made and entered into as of June 23, 2020, by and among F45 TRAINING HOLDINGS INC., a Delaware corporation (the ?Borrower?), the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Australian Security Trustee (the ?Administrative Agent?). W I T N E S E T H :

Certificate of Amendment to Amended and Restated Certificate of Incorporation.

Exhibit 3.3 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF F45 TRAINING HOLDINGS INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware F45 Training Holdings Inc., a Delaware corporation (the ?Corporation?), does hereby certify that: 1. The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by addin

Share Purchase Agreement, by and among F45 Training Holdings Inc., Flyhalf Acquisition Company Pty Ltd, MWIG LLC, F45 Aus Hold Co Pty Ltd. and Sellers, dated as of March 15, 2019.

Exhibit 10.6 EXECUTION VERSION SHARE PURCHASE AGREEMENT BY AND AMONG F45 TRAINING HOLDINGS INC., FLYHALF ACQUISITION COMPANY PTY LTD, MWIG LLC, F45 AUS HOLD CO PTY LTD, AND SELLERS MARCH 15, 2019 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND CONSTRUCTION 1 Section 1.1 Definitions 1 Section 1.2 Additional Defined Terms 6 Section 1.3 Construction 7 ARTICLE 2 THE TRANSACTION 8 Section 2.1 Issuance of P

Secured Promissory Note issued by Flyhalf Acquisition Company Pty Ltd to Robert Benjamin Deutsch for the principal sum of $22,500,000, dated as of March 15, 2019 (filed as Exhibit 10.11 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 21, 2021 and incorporated herein by reference).

Exhibit 10.11 EXECUTION VERSION $22,500,000 March 15, 2019 SECURED PROMISSORY NOTE Flyhalf Acquisition Company Pty Ltd, a proprietary company limited by shares organized and existing under the laws of Australia (the ?Maker?), hereby promises to pay to the order of Robert Benjamin Deutsch, an individual (the ?Holder?), the principal sum of TWENTY TWO MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS

As filed with the Securities and Exchange Commission on June 21, 2021.

Table of Contents As filed with the Securities and Exchange Commission on June 21, 2021.

F45 Training Holdings Inc. Second Amended and Restated Stockholders’ Agreement, by and among F45 Training Holdings Inc., MWIG LLC, Kennedy Lewis Management LP , L1 Capital Long Short Fund, L1 Long Short Fund Limited, L1 Capital Global Opportunities Master Fund, L1 Capital Long Short (Master) Fund, and GIL SPE, LLC, dated as of December 30, 2020.

EXHIBIT 10.7 Execution Version F45 TRAINING HOLDINGS INC. SECOND AMENDED AND RESTATED STOCKHOLDERS? AGREEMENT December 30, 2020 Table of Contents ARTICLE 1 DEFINITIONS AND CONSTRUCTION 1 Section 1.1 Definitions 1 Section 1.2 Additional Defined Terms 5 Section 1.3 Construction 7 ARTICLE 2 REPRESENTATIONS AND WARRANTIES 7 ARTICLE 3 RESTRICTIONS ON TRANSFER; REGISTRATION 7 Section 3.1 Restrictions on

Common Stock Sale Agreement, dated as of October 6, 2020, by and between Robert B. Deutsch and F45 Training Holdings Inc. (filed as Exhibit 10.14 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 21, 2021 and incorporated herein by reference).

EX-10.14 21 d144166dex1014.htm EX-10.14 Exhibit 10.14 Execution Version COMMON STOCK SALE AGREEMENT This COMMON STOCK SALE AGREEMENT (this “Agreement”) is entered into as of October 6, 2020, by and between Robert B. Deutsch (the “Seller”) and F45 Training Holdings Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed

COMMON STOCK SALE AGREEMENT

Exhibit 10.14 Execution Version COMMON STOCK SALE AGREEMENT This COMMON STOCK SALE AGREEMENT (this ?Agreement?) is entered into as of October 6, 2020, by and between Robert B. Deutsch (the ?Seller?) and F45 Training Holdings Inc., a Delaware corporation (the ?Company?). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Stockholders? Agreement

CERTIFICATE OF AMENDMENT AMENDED AND RESTATED CERTIFICATE OF INCORPORATION F45 TRAINING HOLDINGS INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware

Exhibit 3.3 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF F45 TRAINING HOLDINGS INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware F45 Training Holdings Inc., a Delaware corporation (the ?Corporation?), does hereby certify that: 1. The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by addin

CERTIFICATE OF AMENDMENT AMENDED AND RESTATED CERTIFICATE OF INCORPORATION F45 TRAINING HOLDINGS INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware

Exhibit 3.2 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF F45 TRAINING HOLDINGS INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware F45 Training Holdings Inc., a Delaware corporation (the ?Corporation?), does hereby certify that: 1. The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by addin

SUBORDINATED CREDIT AGREEMENT dated as of October 6, 2020 F45 TRAINING HOLDINGS INC., The other Loan Parties party hereto, The Lenders party hereto ALTER DOMUS (US) LLC, as Administrative Agent and as Australian Security Trustee

Exhibit 10.4 EXECUTION VERSION SUBORDINATED CREDIT AGREEMENT dated as of October 6, 2020 among F45 TRAINING HOLDINGS INC., The other Loan Parties party hereto, The Lenders party hereto and ALTER DOMUS (US) LLC, as Administrative Agent and as Australian Security Trustee TABLE OF CONTENTS Page ARTICLE I Definitions 1 SECTION 1.01 Defined Terms 1 SECTION 1.02 [Reserved] 30 SECTION 1.03 Terms Generall

SECOND AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.3 Execution Version SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this ?Agreement?) is made and entered into as of October 6, 2020, by and among F45 TRAINING HOLDINGS INC., a Delaware corporation (the ?Borrower?), the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Australian Security Trustee (the ?Administrative Agent?)

COMMON STOCK SALE AGREEMENT

Exhibit 10.15 Execution Version COMMON STOCK SALE AGREEMENT This COMMON STOCK SALE AGREEMENT (this ?Agreement?) is entered into as of October 6, 2020, by and between 2M Properties Pty Ltd (ACN 109 057 383), a proprietary company limited by shares organized and existing under the laws of Australia, as trustee for The 2M Trust (the ?Seller?) and F45 Training Holdings Inc., a Delaware corporation (th

As confidentially submitted to the Securities and Exchange Commission on May 12, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

Table of Contents As confidentially submitted to the Securities and Exchange Commission on May 12, 2021.

BY EMAIL

Exhibit 10.23 BY EMAIL PATRICK GROSSO DATE: October 10, 2019 Dear Patrick, We are pleased to offer you employment with F45 Training Incorporated (Company) on the terms and conditions set forth in this letter agreement (Agreement), with an expected start date of October 21, 2019. This offer of employment is contingent on your satisfactory completion of the contingencies set forth in this Agreement,

PROMOTIONAL AGREEMENT

Exhibit 10.30 PROMOTIONAL AGREEMENT THIS PROMOTIONAL AGREEMENT (?Agreement?) is entered into this October 15, 2020 (the ?Effective Date?) by and between Malibu Crew LLC a Delaware limited liability company (?Company?) and ABG-Shark, LLC, a Delaware limited liability company with an address of c/o Authentic Brands Group, LLC, 1411 Broadway, 21st Floor, New York, NY 10018 (?Provider?) f/s/o Greg Nor

Schedule Supervisor Your supervisor will be Adam Gilchrist and any other person nominated by them from time to time. Salary $90,000 per annum, paid in equal semi monthly instalments Responsibilities Head of Support for the Company and any other activ

Exhibit 10.25 BY EMAIL Heather Chrisite [email protected] Dated: July 13, 2018 Dear Heather, We are pleased to confirm your appointment with F45 Training Incorporated (Company) a Delaware Corporation of 7119 West Sunset Boulevard, #553 Los Angeles, California 90046 and outline below the terms of your employment (Terms). 1. Position (a) The position to which you are appointed is as a Head o

F45 TRAINING INC./EMPLOYEE CHANGE AGREEMENT - USA

Exhibit 10.26 F45 TRAINING INC./EMPLOYEE CHANGE AGREEMENT - USA January 16, 2020 BY EMAIL HEATHER CHRISTIE [email protected] Re: Promotion Dear Heather, F45 Training, Inc. (the ?Company? or ?F45?) is pleased to offer you (?you?) the revised exempt position of Chief Operating Officer (COO) effective Jan 15, 2020. You will be responsible for Support, Compliance, Logistics, Academy & Induction and

FIRST AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.2 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this ?Agreement?) is made and entered into as of June 23, 2020, by and among F45 TRAINING HOLDINGS INC., a Delaware corporation (the ?Borrower?), the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Australian Security Trustee (the ?Administrative Agent?). W I T N E S E T H :

F45 TRAINING HOLDINGS INC. SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT December 30, 2020

EXHIBIT 10.7 Execution Version F45 TRAINING HOLDINGS INC. SECOND AMENDED AND RESTATED STOCKHOLDERS? AGREEMENT December 30, 2020 Table of Contents ARTICLE 1 DEFINITIONS AND CONSTRUCTION 1 Section 1.1 Definitions 1 Section 1.2 Additional Defined Terms 5 Section 1.3 Construction 7 ARTICLE 2 REPRESENTATIONS AND WARRANTIES 7 ARTICLE 3 RESTRICTIONS ON TRANSFER; REGISTRATION 7 Section 3.1 Restrictions on

SUBORDINATED CONVERTIBLE CREDIT AGREEMENT dated as of October 6, 2020 F45 TRAINING HOLDINGS INC., The Holders party hereto

Exhibit 10.5 EXECUTION VERSION SUBORDINATED CONVERTIBLE CREDIT AGREEMENT dated as of October 6, 2020 among F45 TRAINING HOLDINGS INC., and The Holders party hereto TABLE OF CONTENTS Page ARTICLE I Definitions 1 SECTION 1.01 Defined Terms 1 SECTION 1.02 [Reserved] 15 SECTION 1.03 Terms Generally 15 SECTION 1.04 Accounting Terms; GAAP 16 SECTION 1.05 [Reserved] 16 SECTION 1.06 [Reserved] 16 SECTION

PROMOTIONAL AGREEMENT

Exhibit 10.28 PROMOTIONAL AGREEMENT THIS PROMOTIONAL AGREEMENT (?Agreement?) is entered into this 24th day of November 2020 and shall be effective from Fifth December 2020 (the ?Effective Date?) by and between F45 Training Holdings Inc., a Delaware corporation (?Company?) and DB Ventures Limited, a company incorporated in England (?Provider?). Company and Provider are referred to herein collective

Peter Wardle

Peter Wardle Direct: +1 213.229.7242 Fax: +1 213.229.6242 [email protected] MAY 12, 2021 CONFIDENTIAL SUBMISSION VIA EDGAR Draft Registration Statement U.S. Securities and Exchange Commission 100 F Street NE Washington, DC 20549 Re: F45 Training Holdings Inc. Registration Statement on Form S-1 Draft Registration Statement Submitted Confidentially on May 12, 2021 Dear Ladies and Gentlemen: On

AMENDED AND RESTATED PROMOTIONAL AND ADVISORY SERVICES AGREEMENT

Exhibit 10.27 AMENDED AND RESTATED PROMOTIONAL AND ADVISORY SERVICES AGREEMENT THIS AMENDED AND RESTATED PROMOTIONAL AND ADVISORY SERVICES AGREEMENT (?Agreement?) is entered as of 12th day of April, 2021 (the ?Effective Date?) by and between F45 Training Holdings Inc., a Delaware corporation (?Company?) and Magic Johnson Entertainment d/b/a Magic Johnson Enterprises (?MJE?) f/s/o Earvin Johnson, J

PROMOTIONAL AGREEMENT

Exhibit 10.29 PROMOTIONAL AGREEMENT THIS PROMOTIONAL AGREEMENT (?Agreement?) is entered into this October 15, 2020 (the ?Effective Date?) by and between F45 Training Holdings Inc., a Delaware corporation (?Company?) and ABG-Shark, LLC, a Delaware limited liability company with an address of c/o Authentic Brands Group, LLC, 1411 Broadway, 21st Floor, New York, NY 10018 (?Provider?) f/s/o Greg Norma

AMENDED AND RESTATED SALE COOPERATION AGREEMENT

Exhibit 10.33 Execution Version AMENDED AND RESTATED SALE COOPERATION AGREEMENT THIS AMENDED AND RESTATED SALE COOPERATION AGREEMENT (the ?Agreement?) is hereby entered into as of October 6, 2020 (the ?Restated Effective Date?), by and between F45 Training Holdings Inc. a Delaware corporation (including its successors and assigns, collectively, the ?Company?), Robert B. Deutsch (?Deutsch?), Adam J