f45-20230414

Delaware

(State or Other Jurisdiction of Incorporation)

001-40590

(Commission File Number)

84-2529722

(I.R.S. Employer Identification No.)

3601 South Congress Avenue, Building E

Austin, Texas 78704

(Address of Principal Executive Offices)

(737) 787-1955

(Registrant's telephone number, including area code)

(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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR § 210.14d-2(b))
			Pre-commencement communication 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

Common stock, par value $0.00005 per share

FXLV

NYSE

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.

☐

In connection with the credit agreement by and among F45 Training Holdings Inc. (the “Company”), certain subsidiaries of the Company party thereto as guarantors (the “Guarantors”), Alter Domus (US) LLC, as administrative Agent and Australian security trustee, and the lenders party thereto, dated February 14, 2023, the Company and affiliates of Kennedy Lewis Management LP (“KLIM”) entered into a letter agreement, dated as of February 14, 2023 (the “Side Letter”), as previously disclosed in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 15, 2023.

As of April 14, 2023, the Company and such affiliates of KLIM entered into an Amendment to the Side Letter (the “Amendment”), to amend the Side Letter to extend the time period provided to the Company to identify a Chief Financial Officer candidate.

A copy of the Amendment is attached as Exhibit 10.1, and is incorporated herein by reference. The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment.

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.


Exhibit No.						Description

10.1						Amendment to Side Letter, dated as of April 14, 2023, among F45 Training Holdings Inc. and each Lender signatory thereto.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).