BFI BurgerFi International
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
April 13, 2021
Date of Report (Date of earliest event reported)
BurgerFi International, Inc.
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction
|105 US Highway 1, North Palm Beach, FL||33408|
|(Address of Principal Executive Offices)||(Zip Code)|
Registrant’s telephone number, including area code: (561) 844-5528
(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
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
|Common stock, par value $0.0001 per share||BFI||The Nasdaq Stock Market LLC|
|Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share||BFIIW||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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
As used in this Current Report on Form 8-K, unless the context requires otherwise, the terms “the Company,” “BurgerFi,” “we,” “us” and “our” refer to BurgerFi International, Inc. and its subsidiaries.
Regulation FD Disclosure.
On April 13, 2021, BurgerFi issued a press release announcing the postponement of the conference call to discuss its financial results for the fourth quarter and full year ended December 31, 2020, which was previously scheduled for Wednesday, April 14, 2021, at 8:30 a.m. Eastern Time. The postponement resulted from the issuance on April 12, 2021 by the Division of Corporate Finance of the Securities and Exchange Commission (the “SEC”) of a “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies,” as a result of which the Company needs additional time to ensure that certain aspects of its 2020 financial statements and financial statements previously filed in reports with the SEC, conform to the newly-issued guidelines.
A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K.
The foregoing information, including the press release attached hereto as Exhibit 99.1, is being furnished pursuant to Item 7.01 of this Current Report and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Financial Statements and Exhibits
|99.1*||Press Release, dated April 13, 2021|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
Furnished but not filed.
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.
Dated: April 14, 2021
|BURGERFI INTERNATIONAL, INC.|
/s/ Julio Ramirez
|Julio Ramirez Chief Executive Officer|