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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 17, 2020

 

FORUM MERGER II CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware   001-38615   82-5457906
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

1615 South Congress Avenue, Suite 103

Delray Beach, FL 33445

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (212) 739-7860

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

         
Title of each class  

Trading Symbol(s)

 

Name of each exchange

on which registered

Units, each consisting of one share of Class A common stock and one redeemable warrant   FMCIU   The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share   FMCI   The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A common stock   FMCIW   The Nasdaq Stock Market LLC

 

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

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

   

 

 

Item 7.01. Regulation FD Disclosure.

 

In connection with the previously announced business combination (the “Business Combination”) between Forum Merger II Corporation (“Forum”) and Ittella International (“Tattooed Chef”), on September 17, 2020, Forum and Tattooed Chef issued a joint press release announcing the second quarter 2020 financial results for Tattooed Chef. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

 

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Forum under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.1.

 

Important Information About the Business Combination and the Extension and Where to Find It

 

In connection with the proposed Business Combination, Forum has filed a preliminary proxy statement and intends to file a definitive proxy statement, when available, with the Securities and Exchange Commission (the “SEC”). In addition, Forum has filed a preliminary proxy statement and a definitive proxy statement to be used at its special meeting of stockholders to approve an extension of time in which Forum must complete a business combination or liquidate the trust account that holds the proceeds of Forum’s initial public offering (the “Extension”). Forum’s stockholders and other interested persons are advised to read the preliminary proxy statements and, when available, the amendments thereto and the definitive proxy statements and documents incorporated by reference therein filed in connection the Business Combination and the Extension, as these materials will contain important information about the Extension, Tattooed Chef, Forum and the Business Combination. The definitive proxy statement and other relevant materials for the Extension have been mailed to stockholders of Forum as of August 24, 2020 for voting on the Extension. When available, the definitive proxy statement and other relevant materials for the Business Combination will be mailed to stockholders of Forum as of a record date to be established for voting on the Business Combination. Stockholders of Forum will also be able to obtain copies of the preliminary proxy statements, the definitive proxy statements and other documents filed with the SEC that may be incorporated by reference therein, without charge, once available, at the SEC’s web site at www.sec.gov, or by directing a request to: Forum Merger II Corporation, 1615 South Congress Avenue, Suite 103, Delray Beach, FL 33445, Attention: Secretary, telephone: (212) 739-7860.

 

Participants in the Solicitation

 

Forum and its directors and executive officers may be deemed participants in the solicitation of proxies from Forum’s stockholders with respect to the Extension and the Business Combination. A list of the names of those directors and executive officers and a description of their interests in Forum is contained in Forum’s annual report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC and is available free of charge at the SEC’s website at www.sec.gov, or by directing a request to: Forum Merger II Corporation, 1615 South Congress Avenue, Suite 103, Delray Beach, FL 33445, Attention: Secretary, telephone: (212) 739-7860. Additional information regarding the interests of such participants is contained in the proxy statements for the Extension and the Business Combination.

 

Tattooed Chef and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from Forum’s stockholders in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination is included in the preliminary proxy statement relating to the Business Combination.

 

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Forward-Looking Statements

 

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forum and Tattooed Chef’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Forum’s and Tattooed Chef’s expectations with respect to future performance and anticipated financial impacts of the Business Combination, the satisfaction of the closing conditions to the Business Combination and the timing of the completion of the Business Combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside Forum’s and Tattooed Chef’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or could otherwise cause the Business Combination to fail to close; (2) the outcome of any legal proceedings that may be instituted against Forum or Tattooed Chef following the announcement of the Merger Agreement and the Business Combination; (3) the inability to complete the Business Combination, including due to failure to obtain approval of the stockholders of Forum or other conditions to closing in the Merger Agreement; (4) the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the Business Combination; (5) the inability to obtain the listing of the ordinary shares of the post-acquisition company on the Nasdaq Stock Market or any alternative national securities exchange following the Business Combination; (6) the risk that the announcement and consummation of the Business Combination disrupts current plans and operations; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that Tattooed Chef may be adversely affected by other economic, business, and/or competitive factors; (11) the impact of COVID-19 on the combined company’s business; and (12) other risks and uncertainties indicated from time to time in the proxy statement filed relating to the Business Combination, including those under “Risk Factors” therein, and in Forum’s other filings with the SEC. Some of these risks and uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional risks that Forum considers immaterial or which are unknown. Forum cautions that the foregoing list of factors is not exclusive. Forum cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Forum does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

 

No Offer or Solicitation

 

This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act, or an exemption therefrom.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press Release, dated September 17, 2020.
104   Cover Page Interactive Data File (formatted as Inline XBRL)

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  FORUM MERGER II CORPORATION
     
  By: /s/ David Boris
    Name: David Boris
   

Title: Co-Chief Executive Officer and

Chief Financial Officer

     
Dated: September 17, 2020    

 

 

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Exhibit 99.1

 

Tattooed Chef Reports Second Quarter 2020 Financial Results

 

Record First Half Net Sales of $67.9 Million

 

Expect to Achieve Adjusted EBITDA Target of $17 Million for Fiscal 2020

 

Paramount, California and Delray Beach, Florida—September 17, 2020 (GLOBE NEWSWIRE) – Ittella International - The Tattooed Chef brand, a plant-based food company with a broad portfolio of innovative products (“Tattooed Chef” or the “Company”), today announced financial results for the three and six months ended June 30, 2020. As previously announced, Tattooed Chef and Forum Merger II Corporation (Nasdaq: FMCI) (“Forum”), a special purpose acquisition company, have entered into a definitive agreement (the “Business Combination Agreement”) for a business combination that will introduce Tattooed Chef as a Nasdaq-listed public company.

 

Sam Galletti, President and CEO of Tattooed Chef said, “We are pleased with our record financial performance for the first half of 2020. Our first half net sales of $67.9 million and Adjusted EBITDA of $9 million for the first half 2020 positions us well to meet or exceed our full year Adjusted EBITDA expectation of $17 million. Our traction in the marketplace and expanded distribution with tier-one customers demonstrate the power of the Tattooed Chef brand. We expect to continue to drive profitable top-line growth due to our increased distribution into new and existing retail customers and through our e-commerce platform.”

 

Sarah Galletti, Creative Director and “The Tattooed Chef”, added, “For the first time in our company’s history, the Tattooed Chef branded products comprise a greater percentage of our sales than private label. We expect this trend to accelerate with the launch of our new e-commerce platform in October. The Tattooed Chef brand is now, more than ever, being recognized as an innovative, disruptive food company with a long runway for continued growth in sales and profitability.”

 

David Boris, Co-CEO and CFO of Forum said, “Tattooed Chef’s second quarter results demonstrate its ability to successfully execute in a dynamic operating environment. During the quarter, the management team was further strengthened with the addition of two seasoned executives, Matt Williams as Chief Growth Officer and Chuck Cargile as Chief Financial Officer. We are excited about Tattooed Chef’s growth opportunity in the global plant-powered food market and remain confident in the team’s ability to create shareholder value.”

 

Financial Highlights for First Six Months of 2020 Compared to First Six Months of 2019

 

Net sales were $67.9 million, a 104% increase compared to $33.3 million in the prior year period;
Gross profit was $13.0 million, or 19.1% gross margin, compared to $5.3 million, or 16.0% gross margin in the prior year period;
Net income attributable to common stockholders was $5.8 million compared to $1.4 million in the prior year period; and
Adjusted EBITDA was $9.0 million, or 13.2% of net sales compared to $2.4 million, or 7.2% of net sales in the prior year period.

 

 

 

Financial Highlights for the Second Quarter of 2020 Compared to Second Quarter of 2019

 

Net sales were a record $34.8 million, a 113% increase compared to $16.3 million in the prior year period;
Gross profit was $3.7 million, or 10.8% gross margin, compared to $1.9 million, or 11.9% gross margin, in the prior year period;
Net income attributable to common stockholders was $0.9 million compared to a net loss of $0.1 million in the prior year period; and
Adjusted EBITDA was $2.0 million, or 5.6% of net sales, compared to $0.4 million, or 2.2% of net sales, in the prior year period.

 

First Six Months 2020 Results

 

Net sales of $67.9 million for the six months ended June 30, 2020 increased 104% compared to $33.3 million in the prior year period. The sales increase was primarily driven by significant growth in sales of Tattooed Chef branded products and a smaller increase in sales of private label products, expansion in the number of U.S. distribution points, increased volume at current customers of the existing portfolio of products and new product introductions including acai bowls, spring vegetable blends, buffalo cauliflower, and other value-added riced cauliflower meals.

 

Gross profit increased 143% to $13.0 million compared to $5.3 million in the prior year period. Gross margin in the six months ended June 30, 2020 improved to 19.1% from 16.0% in the six months ended June 30, 2019. The improvement in gross profit and gross margin was primarily due to raw material purchasing efficiencies and production efficiencies resulting from the increased sales.

 

Operating expenses of $4.5 million for the six months ended June 30, 2020 increased $1.2 million compared to $3.2 million in the prior year period. As a percentage of net sales, operating expenses decreased to 6.6% for the first six months of 2020 compared to 9.7% in the prior year period. The increase in spending was due to increased sales and marketing expenses resulting from the focus on building the Tattooed Chef brand, offset by reduced travel and entertainment expenses due to COVID-19. The sales volume increase was attributable to greater penetration with existing customers, which allowed the company to manage the volume increase without a corresponding increase in operating expenses, leading to the lower expense as a percentage of sales in the current year period.

 

Adjusted EBITDA was $9.0 million, or 13.2% as a percentage of net sales, for the first half of 2020, compared to $2.4 million, or 7.2% as a percentage of net sales, in the prior year period. The increase in Adjusted EBITDA was a result of the increased net sales and gross profit in the current year period. Adjusted EBITDA is a non-GAAP financial measure defined under “Non-GAAP Measures”.

 

Second Quarter 2020 Results

 

Net sales of $34.8 million for the three months ended June 30, 2020 increased 113% compared to $16.3 million in the prior year period. The sales increase was primarily driven by significant growth in sales of Tattooed Chef branded products and a smaller increase in sales of private label products, expansion in the number of U.S. distribution points, increased volume at current customers of the existing portfolio of products and new product introductions.

 

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Gross profit increased 92% to $3.7 million compared to $1.9 million in the prior year period. Gross margin in the three months ended June 30, 2020 was 10.8% compared to 11.9% in the three months ended June 30, 2019. The improvement in gross profit was due to the increase in net sales and the decline in gross margin was due primarily to the seasonal nature of agriculture production and the corresponding timing of manufacturing of crops in the Company’s operations in Italy.

 

Operating expenses of $2.1 million for the three months ended June 30, 2020 increased slightly compared to $1.7 million in the prior year period. As a percentage of net sales, operating expenses decreased to 5.9% compared to 10.7% in the prior year period. The increase in spending was due to increased sales and marketing expenses resulting from the focus on building the Tattooed Chef brand, offset by reduced travel and entertainment expenses due to COVID-19. The sales volume increase was attributable to existing customers, which allowed the Company to manage the volume increase without a corresponding increase in operating expenses, leading to the lower expense as a percentage of sales in the current year period.

 

Adjusted EBITDA was $2.0 million, or 5.6% as a percentage of net sales, for the second quarter of 2020, compared to $0.4 million, or 2.2% as a percentage of net sales, in the prior year period. The increase in Adjusted EBITDA year-over-year was a result of the increased net sales and gross profit in the current year period. The lower Adjusted EBITDA for the second quarter of 2020, sequentially, compared to the first quarter of 2020 record level of $7.0 million was due to the seasonal nature of agriculture production and the corresponding timing of manufacturing of crops in the Company’s operations in Italy. Adjusted EBITDA is a non-GAAP financial measure defined under “Non-GAAP Measures”.

 

About Tattooed Chef and Ittella International

 

Tattooed Chef is a leading plant-based food company offering a broad portfolio of innovative plant-based food products that taste great and are sustainably sourced. Tattooed Chef’s signature products include ready-to-cook bowls, zucchini spirals, riced cauliflower, acai and smoothie bowls, and cauliflower pizza crusts, which are available in the frozen food sections of leading national retail food stores across the United States. Understanding consumer lifestyle and food trends, and a commitment to innovation, allows Tattooed Chef to continuously introduce new products. Tattooed Chef provides great-tasting, approachable, and innovative products not only to the growing group of consumers who seek to adopt a plant-based lifestyle, but to any of the “People Who Give a Crop”. For more information, please visit www.tattooedchef.com. Following completion of the business combination, the combined Tattooed Chef and Forum will be renamed Tattooed Chef, Inc.

 

About Forum Merger II Corporation

 

Forum Merger II Corporation is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. For more information, please visit www.forummerger.com.

 

Additional Information and Where to Find It

 

Forum has filed with the SEC a preliminary proxy statement in connection with the business combination and other matters and will mail a definitive proxy statement to its stockholders as of the record date established for voting on the business combination. Forum’s stockholders and other interested persons are advised to read the preliminary proxy statement and any amendments thereto and, once available, the definitive proxy statement, in connection with Forum’s solicitation of proxies for its special meeting of stockholders to be held to approve, among other things, the business combination, because these documents will contain important information about Forum, Tattooed Chef and the business combination. Forum’s stockholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC by Forum, without charge, at the SEC’s website located at www.sec.gov or by directing a request to: Forum Merger II Corporation, 1615 South Congress Avenue, Suite 103, Delray Beach, FL 33445. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.

 

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Forward-Looking Statements

 

Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose,” “runway,” “trend,” “accelerate,” “on-track” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Forum’s or Tattooed Chef's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the inability to complete the transactions contemplated by the Business Combination Agreement due to the failure to obtain approval of the stockholders of Forum or satisfy other conditions to the closing of the business combination; the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; uncertainty surrounding the launch and ultimate success of the e-commerce platform; the need to prove ability to increase distribution to new retail customers; the outcome of any legal proceedings that may be instituted against Tattooed Chef or Forum; the inability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, the amount of funds available in Forum’s trust account following any redemptions by Forum’s public stockholders, competition and the ability of the combined business to grow and manage growth profitably; the ability to meet Nasdaq’s listing requirements following the consummation of the transactions contemplated by the business combination; costs related to the business combination; and other risks and uncertainties indicated from time to time in the preliminary and definitive proxy statements filed or to be filed by Forum with the SEC in connection with the business combination, including those under “Risk Factors” therein, and other factors identified in Forum’s prior and future filings with the SEC, available at www.sec.gov. Some of these risks and uncertainties may be amplified by the COVID-19 outbreak. None of Forum or Tattooed Chef undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

Participants in the Solicitation

 

Forum and its directors and executive officers may be considered participants in the solicitation of proxies with respect to the business combination. Information about the directors and executive officers of Forum and a description of their interests in Forum are set forth in its definitive proxy statement in connection with its special meeting of stockholders to approve an extension of time in which Forum must complete an initial business combination or liquidate its trust account, which was filed with the SEC on August 31, 2020, and will also be contained in the preliminary proxy statement, which was filed with the SEC on August 11, 2020, and definitive proxy statement, once it is filed with the SEC, in connection with the business combination. These documents can be obtained free of charge from the sources indicated above.

 

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Non-Solicitation

 

This press release does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This press release also does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

 

Non-GAAP Measures

 

The Company seeks to achieve profitable, long term growth by monitoring and analyzing key operating metrics, including Adjusted EBITDA. The Company’s management uses this non-GAAP financial metric and related computations to evaluate and manage the business and to plan and make near and long-term operating and strategic decisions. The management team believes this non-GAAP financial metric is useful to investors to provide supplemental information in addition to the GAAP financial results. Management reviews the use of its primary key operating metrics from time-to-time. Adjusted EBITDA is not intended to be a substitute for any GAAP financial measure and, as calculated, may not be comparable to similarly titled measures of performance of other companies in other industries or within the same industry. The Company’s management team believes it is useful to provide investors with the same financial information that it uses internally to make comparisons of historical operating results, identify trends in underlying operating results, and evaluate its business.

 

   Three Months Ended   Six Months Ended 
   June 30,
2020
   June 30,
2019
   June 30,
2020
   June 30,
2019
 
(amounts in USD thousands)                
Net Income (Loss)  $1,255   $(108)  $7,154   $1,584 
Provision for Income Taxes   553    159    1,283    184 
Other Income   (288)   -    (288)   - 
Interest Expense   157    148    381    338 
Depreciation and Amortization   278    153    471    300 
Adjusted EBITDA  $1,955   $352   $9,001   $2,406 

 

Contact
Investor Relations
(212) 739-7860

investors@forummerger.com

 

 

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