Current Report Filing (8-k)
16 October 2020 - 8:29AM
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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): October 15, 2020
TATTOOED
CHEF, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-38615
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82-5457906
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(State
or other jurisdiction
of incorporation)
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|
(Commission
File Number)
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|
(IRS
Employer
Identification No.)
|
6305
Alondra Blvd.
Paramount,
CA 90723
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (562) 602-0822
Forum
Merger II Corporation
1615 South Congress Avenue, Suite 103
Delray
Beach, FL 33445
(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)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
stock, $0.0001 par value per share
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TTCF
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The
Nasdaq Stock Market LLC
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Warrants,
each exercisable for one share of common stock
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TTCFW
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The
Nasdaq Stock Market LLC
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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
5.07 Submission of Matters to a Vote of Security Holders.
On
October 15, 2020, Forum Merger II Corporation, a Delaware corporation (“Forum” or “the Company”), held
a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, a total of 18,479,592 (72.04%)
of Forum’s issued and outstanding shares of common stock held of record as of September 28, 2020, the record date for the
Special Meeting, were present either in person or by proxy, which constituted a quorum. Forum’s stockholders voted on the
following proposals at the Special Meeting, each of which was approved and described in more detail in Forum’s definitive
proxy statement filed with the Securities and Exchange Commission on October 1, 2020. The final vote tabulation for each proposal
is set forth below.
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1.
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Business Combination
Proposal. To approve and adopt the Agreement and Plan of Merger, dated as of June 11, 2020 (as amended, the “Merger
Agreement”), by and among the Company, Sprout Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary
of the Company (“Merger Sub”), Myjojo, Inc., a Delaware corporation (“Ittella Parent”), and Salvatore
Galletti, in his capacity as the holder representative (the “Holder Representative), as amended by the First Amendment,
pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with
and into Ittella Parent, with Ittella Parent surviving the merger in accordance with the Delaware General Corporation Law
as a wholly owned subsidiary of the Company, and approve the other transactions contemplated thereby (the “business
combination”). The final voting tabulation for this proposal was as follows:
|
Votes
For
|
|
Votes
Against
|
|
Abstentions
|
|
Broker
Non-Votes
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18,469,370
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|
9,097
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|
1,125
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|
0
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|
2.
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Nasdaq Proposal.
To approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of the Company’s
issued and outstanding common stock in connection with the business combination. The final voting tabulation for this proposal
was as follows:
|
Votes
For
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Votes
Against
|
|
Abstentions
|
|
Broker
Non-Votes
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18,453,685
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|
14,449
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|
11,458
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|
0
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3.
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Charter Proposal.
To approve the Company’s proposed second amended and restated certificate of incorporation (the “proposed
charter”) in connection with the business combination. The Charter Proposal was approved. The final voting tabulation
for this proposal was as follows:
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Votes
For
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Votes
Against
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|
Abstentions
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Broker
Non-Votes
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18,457,910
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10,179
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11,503
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|
0
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4.
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Advisory Charter Proposals. To approve and adopt, on a non-binding advisory basis, certain differences between the Company’s amended and restated certificate of incorporation (as amended through the date of this proxy statement, the “current charter”) and the proposed charter, which are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”) as eight separate sub-proposals:
|
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A.
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To
provide that any amendment to provisions of the current charter and proposed bylaws will require the approval of the holders of
at least 66⅔% of the Company’s then-outstanding shares of capital stock entitled to vote generally at an election
of directors. The final voting tabulation for this sub-proposal was as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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17,939,177
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531,928
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8,487
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0
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B.
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To
provide that the Company opts out of Section 203 of the Delaware General Corporation Law, which prevents certain Delaware corporations,
under certain circumstances, from engaging in a “business combination” with certain “interested stockholders”
and their affiliates, and, instead, be governed by a provision substantially similar to Section 203 of the Delaware General Corporation
Law. The final voting tabulation for this sub-proposal was as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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17,891,011
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559,925
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28,656
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0
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C.
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To provide
that the federal district courts of the United States of America will be the sole and exclusive forum for resolving any complaint
asserting a cause of action arising under the federal securities laws, including the Securities Act of 1933, as amended.
The final voting tabulation for this sub-proposal was as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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18,402,752
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64,179
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12,661
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0
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D.
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To provide
that, subject to the limitations imposed by applicable law, directors may be removed with cause by the affirmative vote of the
holders of at least 66⅔% of the voting power of all then-outstanding shares of capital stock of the Company entitled
to vote generally at an election of directors. The final voting tabulation for this sub-proposal was as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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17,907,301
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563,131
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9,160
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0
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E.
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To change the name
of the new public entity to “Tattooed Chef, Inc.” from “Forum Merger II Corporation”. The final voting
tabulation for this sub-proposal was as follows:
|
Votes
For
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Votes
Against
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|
Abstentions
|
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Broker
Non-Votes
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18,458,326
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13,784
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7,482
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0
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F.
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To, upon completion
of the business combination and the conversion of the Company’s Class B common stock, par value $0.0001 per share (“Class
B common stock”), into the Company’s Class A common stock, par value $0.0001 per share (“Class A common
stock”), increase the authorized capital stock from 111,000,000 shares, consisting of 100,000,000 shares of
Class A common stock, 10,000,000 shares of Class B common stock and 1,000,000 shares of preferred stock, par value
$0.0001 per share (“preferred stock”), to 1,010,000,000 shares, which would consist of 1,000,000,000 shares
of common stock, and 10,000,000 shares of preferred stock, by, on the effective date of the filing of the proposed charter:
(i) reclassifying all shares of Class B common stock as Class A common stock; (ii) immediately following the conversion of
such Class B common stock into shares of Class A common stock, reclassifying all shares of Class A common stock
as common stock; and (iii) creating an additional 890,000,000 shares of common stock and 9,000,000 shares of preferred
stock. The final voting tabulation for this sub-proposal was as follows:
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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17,861,452
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573,278
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44,862
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0
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G.
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To eliminate various
provisions applicable only to blank check companies. The final voting tabulation for this sub-proposal was as follows:
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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18,439,887
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12,029
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27,676
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0
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H.
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To change the classification
of the Board from two classes to three classes of directors, with each class elected for staggered terms. The final voting
tabulation for this sub-proposal was as follows:
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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17,880,716
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584,984
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13,892
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0
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5.
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Incentive Plan
Proposal. To approve the Tattooed Chef, Inc. 2020 Incentive Award Plan (the “Incentive Plan”), including the
authorization of the initial share reserve under the Incentive Plan. The final voting tabulation for this proposal was as
follows:
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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18,393,977
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48,920
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36,695
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0
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6.
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Director Election
Proposal. To elect nine directors to serve staggered terms on the Board until immediately following the 2021, 2022 and
2023 annual meetings of our stockholders, as applicable, and until their respective successors are duly elected and qualified.
Each of the director nominees were elected. The final voting tabulation for this proposal was as follows:
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Nominee
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Votes For
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Abstentions
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Broker
Non-Votes
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Ryan Olohan
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18,453,427
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26,165
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|
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0
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David Boris
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18,452,546
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27,046
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0
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Marie D. Quintero-Johnson
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18,453,468
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26,124
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|
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0
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Ed Gelfand
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18,452,226
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27,366
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0
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Daniel Williamson
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18,453,139
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26,453
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0
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Jennifer Fellner
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18,452,013
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27,579
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0
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Salvatore Galletti
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18,446,067
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33,525
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0
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Bryan Rosenberg
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18,450,541
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|
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29,051
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0
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Paula Ciaramitaro
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18,452,548
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33,525
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0
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Item
7.01 Regulation FD Disclosure.
In
connection with the Special Meeting, 1,827 shares out of a total of 19,995,411 shares of the Company’s public shares were
redeemed.
On
October 15, 2020, Forum and
Ittella International jointly issued a press release announcing that they have closed their previously announced business combination.
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 and Exhibit 99.1 attached hereto 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 the
Company under the Securities Act of 1933, as amended (the “Securities Act”)
or the Exchange Act, regardless of any general incorporation language in such filings.
Item
9.01 Financial Statements and Exhibits.
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.
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Tattooed
Chef, Inc.
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By:
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/s/
Salvatore Galletti
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Dated:
October 15, 2020
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Name:
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Salvatore Galletti
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Title:
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President and Chief Executive Officer
|
4
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