Item 7.01. Regulation FD Disclosure.
In connection with
the previously announced business combination (the “Business Combination”) between Forum Merger II Corporation (“Forum”)
and Ittella International (“Tattooed Chef”), on October 6, 2020, Forum and Tattooed Chef issued a joint press release
announcing the preliminary third quarter 2020 financial results for Tattooed Chef and reminding Forum’s stockholders to vote
in favor of the Business Combination and all other related proposals at its special meeting of stockholders to be held in virtual
format on Thursday, October 15, 2020 at 9:00 a.m. ET. 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, including Exhibit 99.1, is furnished and 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 Forum under the Securities Act of 1933, as
amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filings.
This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in
this Item 7.01, including Exhibit 99.1.
Important Information About the Business Combination and
Where to Find It
Forum has filed with
the U.S. Securities and Exchange Commission (“SEC”) a definitive proxy statement in connection with the Business Combination
and other matters and has mailed the definitive proxy statement to its stockholders as of September 28, 2020, the record date established
for voting on the Business Combination. Forum’s stockholders and other interested persons are advised to read the definitive
proxy statement in connection with Forum’s solicitation of proxies for its special meeting of stockholders to be held to
approve, among other things, the Business Combination, because these documents contain important information about Forum, Tattooed
Chef and the Business Combination. Forum’s stockholders may also obtain a copy of the definitive proxy statement, as
well as other documents filed with the SEC by Forum, without charge, at the SEC’s website located at www.sec.gov or by directing
a request to: Forum Merger II Corporation, 1615 South Congress Avenue, Suite 103, Delray Beach, FL 33445.
Participants in the Solicitation
Forum and its directors
and executive officers may be considered participants in the solicitation of proxies with respect to the Business Combination.
Information about the directors and executive officers of Forum and a description of their interests in Forum are set forth in
the definitive proxy statement relating to the Business Combination. These documents can be obtained free of charge from the sources
indicated above.
Forward-Looking Statements
This Current Report
on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995. Forum and Tattooed Chef’s actual results may differ from their expectations,
estimates and projections and consequently, you should not rely on these forward looking statements as predictions of future events.
Words such as “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believes,” “predicts,” “potential,” “continue,” and similar
expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation,
Forum’s and Tattooed Chef’s expectations with respect to future performance and anticipated financial impacts of the
Business Combination, the satisfaction of the closing conditions to the Business Combination and the timing of the completion of
the Business Combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual
results to differ materially from the expected results. Most of these factors are outside Forum’s and Tattooed Chef’s
control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence
of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or could otherwise
cause the Business Combination to fail to close; (2) the outcome of any legal proceedings that may be instituted against Forum
or Tattooed Chef following the announcement of the Merger Agreement and the Business Combination; (3) the inability to complete
the Business Combination, including due to failure to obtain approval of the stockholders of Forum or other conditions to closing
in the Merger Agreement; (4) the receipt of an unsolicited offer from another party for an alternative business transaction that
could interfere with the Business Combination; (5) the inability to obtain the listing of the ordinary shares of the post-acquisition
company on the Nasdaq Stock Market or any alternative national securities exchange following the Business Combination; (6) the
risk that the announcement and consummation of the Business Combination disrupts current plans and operations; (7) the ability
to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the
ability of the combined company to grow and manage growth profitably and retain its key employees; (8) costs related to the Business
Combination; (9) changes in applicable laws or regulations; (10) the possibility that Tattooed Chef may be adversely affected by
other economic, business, and/or competitive factors; (11) the impact of COVID-19 on the combined company’s business; and
(12) other risks and uncertainties indicated from time to time in the proxy statement filed relating to the Business Combination,
including those under “Risk Factors” therein, and in Forum’s other filings with the SEC. Some of these risks
and uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional risks that Forum considers
immaterial or which are unknown. Forum cautions that the foregoing list of factors is not exclusive. Forum cautions readers not
to place undue reliance upon any forward-looking statements, which speak only as of the date made. Forum does not undertake or
accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect
any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
No Offer or Solicitation
This Current Report
on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering
of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act, or an
exemption therefrom.