UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 
 
 
 
 
SEC FILE NUMBER
001-38615
 
CUSIP NUMBER
87663X102

 

(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, 2021
     
    ☐   Transition Report on Form 10-K
     
    ☐   Transition Report on Form 20-F
     
    ☐   Transition Report on Form 11-K
     
    ☐   Transition Report on Form 10-Q
     
    For the Transition Period Ended:

 

 

Read Instruction (on back page) Before Preparing Form. Please Print or Type. 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

PART I — REGISTRANT INFORMATION 

 

TATTOOED CHEF, INC.

Full Name of Registrant

 

 

FORUM MERGER II CORPORATION

Former Name if Applicable

 

 

6305 Alondra Boulevard

Address of Principal Executive Office (Street and Number)

 

 

Paramount, California 90723

City, State and Zip Code

 

 

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PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
     
(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN, or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed date; and
     
(c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III — NARRATIVE 

 

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period.

 

Tattooed Chef, Inc. (the “Company”) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Form 10-Q”) by the prescribed due date for the reasons described below.

 

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a public statement (the “SEC Warrant Accounting Statement”) on accounting and reporting considerations for warrants issued by special purpose acquisition companies (“SPACs”). The SEC Warrant Accounting Statement discussed “certain features of warrants issued in SPAC transactions” that “may be common across many entities.” The SEC Warrant Accounting Statement indicated that when one or more of such features is included in a warrant, the warrant “should be classified as a liability measured at fair value, with changes in fair value each period reported in earnings.” The Company classified its private placement warrants issued concurrently with the Company’s initial public offering (the “Warrants”) as equity instruments. As a result of the SEC Warrant Accounting Statement, the Company’s management spent considerable time and effort evaluating accounting treatment of the Warrants, taking time and resources that would otherwise have been devoted to other Form 10-Q matters requiring attention and rendering the Company unable to complete its accounting procedures by the filing deadline.

  

As a result of the foregoing, as well as the time and dedication of resources needed to prepare the Form 10-Q, the Company was unable to provide complete financial results for the quarterly period ended March 31, 2021 and file the Form 10-Q by the required due date of May 17, 2021 without unreasonable effort and expense. The Company is working diligently and currently expects to file its Form 10-Q within five calendar days. 

  

PART IV — OTHER INFORMATION 

 

(1)   Name and telephone number of person to contact in regard to this notification
         
Stephanie Dieckmann   (562)   602-0822
(Name)   (Area Code)   (Telephone Number)
             

 

(2)   Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
    Yes ☒    No ☐
     
(3)   Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
    Yes ☒    No ☐
     
    If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
     

 

The Company’s revenue increased to $52.68 million for the three months ended March 31, 2021, from $33.17 million for the three months ended March 31, 2020, while cost of goods sold increased to $45.90 million from $23.93 million and operating expenses increased to $13.8 million from $2.4 million during the same periods. As a result, gross margin decreased from 26.0% to 12.9% for the same time periods.

 

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The Company experienced a net loss of $8.2 million for the three months ended March 31, 2021, compared to net income of $5.9 million for the three months ended March 31, 2020. In addition, Adjusted EBITDA was negative $2.96 million for the three months ended March 31, 2021, compared to positive $7.05 million for the three months ended March 31, 2020.

  

Forward Looking Statements

 

This notice contains forward-looking statements (including within the meaning of the Private Securities Litigation Reform Act of 1995) concerning the Registrant and other matters. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of management, as well as assumptions made by, and information currently available to, management. Forward-looking statements may be accompanied by words such as “achieve,” “aim,” “anticipate,” “believe,” “can,” “continue,” “could,” “drive,” “estimate,” “expect,” “forecast,” “future,” “grow,” “improve,” “increase,” “intend,” “may,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” or similar words, phrases or expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the Registrant’s control. The Registrant cautions readers not to place undue reliance upon any forward-looking statements.

 

 

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________________________TATTOOED CHEF, INC._________________________.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

             
Date:   May 18, 2021   By:   /s/ Stephanie Dieckmann
           

Name: Stephanie Dieckmann

Title: Chief Financial Officer

 

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

 

ATTENTION 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001)

 

 

 

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