As filed with the Securities and Exchange Commission on September 8, 2023.

Registration No. 333-266880

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

F45 TRAINING HOLDINGS INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   7997   84-2529722

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

F45 Training Holdings Inc.

3601 South Congress Avenue, Building E

Austin, Texas 78704

(737) 787-1955

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

F45 Training Holdings Inc. 2021 Equity Incentive Plan

(Full Title of the Plans)

 

 

Tom Dowd

President and Chief Executive Officer

F45 Training Holdings Inc.

3601 South Congress Avenue, Building E

Austin, Texas 78704

(737) 787-1955

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Peter W. Wardle

Daniela L. Stolman

Gibson, Dunn & Crutcher LLP

333 South Grand Avenue

Los Angeles, CA 90071

(213) 229-7242

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     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 new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

 


DEREGISTRATION OF SECURITIES

This post-effective amendment (the “Post-Effective Amendment”) relates to the Registration Statement on Form S-8 (File No. 333-266880) (the “Registration Statement”) originally filed with the U.S. Securities and Exchange Commission on August 15, 2022, registering an aggregate of 4,527,728 shares (the “Shares”) of the Registrant’s common stock, par value $0.00005 per share, available for issuance pursuant to future awards to eligible persons under the F45 Training Holdings Inc. 2021 Equity Incentive Plan.

The Post-Effective Amendment is being filed by the Registrant to withdraw and remove from registration all of the Shares that remain unsold under the Registration Statement. In accordance with an undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the Shares registered under the Registration Statement that remain unsold at the termination of the offering, the Registrant hereby removes from registration all of the Shares registered but unsold under the Registration Statement as of the date hereof, if any. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on September 8, 2023.

 

F45 TRAINING HOLDINGS INC.
By:   /s/ Tom Dowd
 

Name: Tom Dowd

Title: President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, the following persons have signed this Registration Statement in the capacities and on the date indicated.

 

Name

  

Title

 

Date

/s/ Tom Dowd

Tom Dowd

   Chief Executive Officer and Director (Principal Executive Officer)   September 8, 2023

/s/ Patrick Grosso

Patrick Grosso

   Interim Chief Financial Officer (Principal Accounting and Financial Officer)   September 8, 2023

/s/ Timothy Bernlohr

Timothy Bernlohr

   Director   September 8, 2023

/s/ Eugene Davis

Eugene Davis

   Director   September 8, 2023

/s/ James Feltman

James Feltman

   Director   September 8, 2023

/s/ Lisa Gavales

Lisa Gavales

   Director   September 8, 2023

 

Adam J. Gilchrist

   Director   September 8, 2023

/s/ Elizabeth Josefsberg

Elizabeth Josefsberg

   Director   September 8, 2023

/s/ Richard Monje

Richard Monje

   Director   September 8, 2023

 

Anthony Pasqua

   Director   September 8, 2023

/s/ Michael T. Raymond

Michael T. Raymond

   Director   September 8, 2023


/s/ Steven Scheiwe

Steven Scheiwe

   Director   September 8, 2023

 

Mark Wahlberg

   Director   September 8, 2023

/s/ Raphael Wallander

Raphael Wallander

   Director   September 8, 2023

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