TTCF Tattooed Chef Inc

As filed with the Securities and Exchange Commission on June 2, 2021

Registration No. 333-249890

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Post-Effective Amendment No. 2

to

FORM S-1

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

TATTOOED CHEF, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-38615		82-5457906
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

 

6305 Alondra Blvd.

Paramount, California 90723

(562) 602-0822

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

 

Salvatore Galletti

Chief Executive Officer

Tattooed Chef, Inc.

6305 Alondra Blvd.

Paramount, California 90723

(562) 602-0822

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

 

Copies to:

 

Garett Sleichter, Esq.

Rutan & Tucker, LLP

18575 Jamboree Road, Suite 900

Irvine, CA 92612

Phone (714) 641-3495

Fax (714) 546-9035

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ File. No. 333-249890

 

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 any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

This registration statement shall become effective upon filing in accordance with Rule 462(d) under the Securities Act of 1933.

 

 

 

EXPLANATORY NOTE

 

This Post-Effective Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-249890) is filed pursuant to Rule 462(d) to update the incorporation by reference for Exhibit 10.1, add a new Exhibit 1.1 and update Exhibit 21.1 with respect to such Registration Statement.

 

 

PART II—INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16.

Exhibits and Financial Statement Schedules.

 

(a)	The following exhibits are filed as part of this Registration Statement:

 

				Incorporated by Reference
Exhibit Number		Description of Document		Schedule/Form		File Number		Exhibits		Filing Date
1.1#		Form of ATM Equity OfferingSM Sales Agreement, dated as of June 2, 2021, by and among Tattooed Chef, Inc., UMB Capital Corporation, and BofA Securities, Inc.
2.1*		Agreement and Plan of Merger, dated as of June 11, 2020, entered into by and among Forum, Sprout Merger Sub, Inc., Myjojo, Inc., a Delaware corporation, and Salvatore Galletti, in his capacity as the holder representative on August 10, 2020		Form 8-K		001-38615		2.1		June 12, 2020
2.2*		First Amendment to the Merger Agreement entered into by and among Forum, Sprout Merger Sub, Inc., Myjojo, Inc., a Delaware corporation, and Salvatore Galletti, in his capacity as the holder representative on August 10, 2020		Form 8-K		001-38615		2.1		August 11, 2020
3.1*		Amended and Restated Certificate of Incorporation		Form 8-A12B/A		001-38615		3.1		October 15, 2020
3.2*		Amended and Restated Bylaws		Form 8-A12B/A		001-38615		3.2		October 15, 2020
4.1*		Form of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and Forum		Form 8-K		001-38615		4.1		August 8, 2018
5.1*		Opinion of Rutan & Tucker, LLP		Form S-1/A		333-249890		5.1		November 17, 2020
10.1*		Amended and Restated Registration Rights Agreement by and among Forum, Forum Investors II, LLC, and other stockholders		Form 8-A12B/A		001-38615		10.1		October 15, 2020
10.2*		Employment Agreement with Salvatore Galletti		Form 8-K		001-38615		10.3		October 21, 2020
10.3*		Employment Agreement with Giuseppe Bardari		Form 8-K		001-38615		10.4		October 21, 2020
10.4*		Employment Agreement with Sarah Galletti		Form 8-K		001-38615		10.5		October 21, 2020
10.5*		Employment Agreement with Stephanie Dieckmann		Form 8-K		001-38615		10.6		October 21, 2020
10.6*		Amendment to Employment Agreement (Stephanie Dieckmann)		Form 8-K		001-38615		10.3		May 4, 2021
10.7*		Form of Indemnification Agreement		Form 8-K		001-38615		10.7		October 21, 2020
10.8*		2020 Equity Incentive Plan		Form 8-K		001-38615		10.8		October 21, 2020
10.9*		Loan and Security Agreement between Ittella Parent and Marquette Business Credit, LLC effective as of September 25, 2017, as amended.		Form 8-K		001-38615		10.9		October 21, 2020
10.10*		General Merchandise Supplier Agreement between Ittella Parent and Wal-Mart Stores, Inc. dated August 31, 2017 (Agreement 607499-91-0)		Form 8-K		001-38615		10.10		October 21, 2020
10.11*		General Merchandise Supplier Agreement between Ittella Parent and Wal-Mart Stores, Inc. dated August 28, 2017 for the supply of products to Sam’s Club store locations (Agreement 607499-64-1)		Form 8-K		001-38615		10.11		October 21, 2020

 

 

10.12*		General Merchandise Supplier Agreement between Ittella and Wal-Mart Stores, Inc. dated February 3, 2020 for the supply of products to Sam’s Club store locations (Agreement 607499-64-2)		Form 8-K		001-38615		10.12		October 21, 2020
10.13*		Basic Vendor Agreement between Ittella Parent and Costco Wholesale Corporation dated January 7, 2015		Form 8-K		001-38615		10.13		October 21, 2020
10.14		Master Purchase Agreement between Ittella Parent and Aldi Inc., dated March 18, 2016.		Form 8-K		001-38615		10.14		October 21, 2020
10.15*		Master Vendor Agreement between Ittella Parent and Trader Joe’s Company dated July 31, 2018		Form 8-K		001-38615		10.15		October 21, 2020
10.16*		Standby Letter of Credit No. SB50533 issued by UMB Bank, N.A. on behalf of the Company, in favor of UniCredit S.P.A. dated as of November 24, 2017, as amended.		Form 8-K		001-38615		10.16		October 21, 2020
10.17*		Escrow Agreement (Holder Representative), dated as of October 15, 2020 by and between Forum, Salvatore Galletti, and Citibank, N.A.		Form 8-A12B/A		001-38615		10.3		October 15, 2020
10.18*		Escrow Agreement (Sponsor), dated as of October 15, 2020 by and between Forum, Salvatore Galletti, and Citibank, N.A.		Form 8-A12B/A		001-38615		10.4		October 15, 2020
16.1*		Letter re Change in Certifying Accountant		Form 8-K		001-38615		16.1		October 21, 2020
21.1#		List of Subsidiaries
23.1*		Consent of BDO USA, LLP		Form S-1/A		333-249890		23.2		March 29, 2021
23.2*		Consent of Rutan & Tucker, LLP (included as part of Exhibit 5.1)		Form S-1/A		333-249890		23.3		November 17, 2020

 

*	Previously filed.
#	Filed herewith.

 

(b) Financial Statement Schedules.

 

No financial statement schedules are provided because the information called for is not required or is shown either in the financial statements or the notes thereto.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Paramount, State of California, on this 2nd day of June, 2021.

 

	TATTOOED CHEF, INC.
	By:	/s/ Salvatore Galletti
		Salvatore Galletti
		President, Chief Executive Officer and Chairman  of the Board

  

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on the 2nd day of June, 2021.

 

Name		Position		Date
/s/ Salvatore Galletti		Chief Executive Officer		June 2, 2021
Salvatore Galletti		(Principal Executive Officer)
/s/ Stephanie Dieckmann		Chief Financial Officer		June 2, 2021
Stephanie Dieckmann		(Principal Financial and Accounting Officer)
*		Director		June 2, 2021
Bryan Rosenberg
*		Director		June 2, 2021
Paula Ciaramitaro
*		Director		June 2, 2021
Edward S. Gelfand
*		Director		June 2, 2021
Daniel Williamson
*		Director		June 2, 2021
Jennifer Fellner
*		Director		June 2, 2021
Ryan Olohan
*		Director		June 2, 2021
David Boris
*		Director		June 2, 2021
Marie D. Quintero-Johnson

 

* By:	/s/ Stephanie Dieckmann
	Stephanie Dieckmann Attorney-In-Fact