0001741231 true Jun, 30, 2021 POS AM
0001741231 2021-01-01 2021-06-30 iso4217:USD xbrli:shares
iso4217:USD xbrli:shares
As filed
with the Securities and Exchange Commission on October 27,
2021
Registration
No. 333-249890
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
POST-EFFECTIVE
AMENDMENT NO. 4 TO
FORM S-1 ON
FORM S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
TATTOOED CHEF, INC.
(Exact name
of registrant as specified in its charter)
Delaware |
|
82-5457906 |
(State or Other Jurisdiction
of Incorporation or Organization) |
|
(I.R.S. Employer
Identification No.) |
6305
Alondra Boulevard
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)
With
copies to:
Garett
Sleichter, Esq.
Gregg
Amber, Esq.
Rutan
& Tucker, LLP
18575
Jamboree Road, Suite 900
Irvine,
CA 92612
(714)
641-5100
Approximate date of
commencement of proposed sale to the public:
From time to
time after the effective date of this Registration
Statement.
If the only
securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
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 (the “Securities Act”), other than
securities offered only in connection with dividend or interest
reinvestment plans, 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 registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, check the following
box. ☐
If this
Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant
to Rule 413(b) under the Securities Act, check the
following box. ☐
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
U.S. Securities Exchange Act of 1934.
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.
THE
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES
THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE
IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR
UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH
DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
EXPLANATORY
NOTE
We were
initially formed on May 4, 2018 for the purpose of effecting a
merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more
businesses. On August 7, 2018, we consummated our initial public
offering. From the time of our formation to the time of the
consummation of the Business Combination (defined below), our name
was “Forum Merger II Corporation”. On October 15, 2020, we acquired
all the equity of Ittella Parent (defined below) pursuant to an
Agreement and Plan of Merger, dated June 11, 2020, and amended on
August 10, 2020 with Sprout Merger Sub, Inc., a Delaware
corporation and our wholly owned subsidiary, Ittella Parent, and
Salvatore Galletti, in his capacity as the holder representative.
Effective upon the closing of the Business Combination, we changed
our name to Tattooed Chef, Inc.
Our original
registration statement on Form S-1 (File No. 333-249890)
filed with the Securities and Exchange Commission (the “SEC”) on
November 5, 2020, to which this Registration Statement is
Post-Effective Amendment No. 4 (the “Registration Statement”),
covered the resale of common stock and warrants held by the members
of the Sponsor, by the IPO underwriters, by the stockholders of
Ittella Parent, by principals of Ittella Parent’s investment
advisor, and any such holders’ donees, pledgees, permitted
transferees, assignees, successors and others who come to hold any
such securities.
This
Post-Effective Amendment No. 4 to Form S-1 on
Form S-3 is being filed to convert the Registration Statement
into a Registration Statement on Form S-3 and contains an
updated prospectus relating to the offering and sale of the shares
of our common stock and warrants remaining available for issuance
under the Registration Statement. This Post-Effective Amendment
No. 4 to the Registration Statement amends and restates the
information contained in the Registration Statement under the
headings contained herein.
All filing
fees payable in connection with the registration of the shares of
the our common stock and Private Placement Warrants (defined below)
covered by the Registration Statement were paid by the registrant
at the time of the initial filing of the Registration
Statement.
The
information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective.
This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any jurisdiction
where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED OCTOBER 27, 2021
PRELIMINARY
PROSPECTUS
TATTOOED
CHEF, INC.

39,296,816 Shares of
Common Stock
129,035 Warrants to Purchase Common Stock
The Selling
Securityholders (defined below) named in this prospectus may offer
and sell from time to time up to 39,296,816 shares of our common
stock, par value $0.0001 per share, and warrants to purchase up to
129,035 shares of common stock, consisting of:
|
● |
up to
2,503,539 Founders Shares (defined below) issued in a private
placement to the Sponsor (defined below) and subsequently
distributed to the Sponsor’s members; |
|
● |
up to
129,035 Private Placement Warrants to purchase shares of common
stock issued in a private placement to the Sponsor and subsequently
distributed to the Sponsor’s members; |
|
● |
up to
129,035 shares of common stock issuable upon exercise of the
Private Placement Warrants; |
|
|
|
|
● |
up to
775,000 shares of common stock issued to principals of our
financial advisor; and |
|
● |
up to
35,889,242 shares of common stock held by other Selling
Securityholders. |
The Selling
Securityholders may offer, sell or distribute all or a portion of
the securities hereby registered publicly or through private
transactions at prevailing market prices or at negotiated prices.
We will not receive any of the proceeds from such sales of the
shares of common stock or warrants (collectively, the
“securities”), except with respect to amounts received by us upon
the exercise of the warrants. We will bear all costs, expenses and
fees in connection with the registration of these securities,
including with regard to compliance with state securities or “blue
sky” laws. The Selling Securityholders will bear all commissions
and discounts, if any, attributable to their sale of shares of
common stock or warrants. See “Plan of Distribution”
beginning on page 4 of this prospectus.
We are an
“emerging growth company,” as defined in Section 2(a) of the
Securities Act of 1933, as amended (the “Securities Act”), as
modified by the Jumpstart Our Business Startups Act of 2012
(the “JOBS Act”), and we may take advantage of certain exemptions
from various reporting requirements that are applicable to other
public companies that are not emerging growth companies, including,
but not limited to, not being required to comply with the auditor
attestation requirements of Section 404 of the Sarbanes-Oxley
Act, reduced disclosure obligations regarding executive
compensation in our periodic reports and proxy statements, and
exemptions from the requirements of holding a nonbinding advisory
vote on executive compensation and stockholder approval of any
golden parachute payments not previously approved. This prospectus
complies with the requirements that apply to an issuer that is an
emerging growth company.
Our common
stock is listed on The Nasdaq Capital Market (“NASDAQ”) under the
symbol “TTCF”. On October 19, 2021, the last sale price of our
common stock as reported on NASDAQ was $17.69 per share.
In
reviewing this prospectus, you should carefully consider the
matters described under the caption “Risk Factors” beginning
on page 3 of this prospectus.
Neither
the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal
offense.
The date of
this prospectus is
,
2021.
TABLE OF
CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with
the SEC under which the Selling Securityholders may, from time to
time, offer and sell, any combination of the securities described
in this prospectus in one or more offerings. The Selling
Securityholders may use the registration statement to sell shares
of common stock or warrants, in each case up to the amounts set
forth in the section entitled “Selling Securityholders”,
from time to time through any means described in the section
entitled “Plan of Distribution.” More specific terms of any
securities that the Selling Securityholders offer and sell may be
provided in a prospectus supplement that describes, among other
things, the specific amounts and prices of the common stock and/or
warrants being offered and the terms of the offering.
A prospectus
supplement may also add, update or change information included in
this prospectus. Any statement contained in this prospectus will be
deemed to be modified or superseded for purposes of this prospectus
to the extent that a statement contained in such prospectus
supplement modifies or supersedes such statement. Any statement so
modified will be deemed to constitute a part of this prospectus
only as so modified, and any statement so superseded will be deemed
not to constitute a part of this prospectus. You should rely only
on the information contained in this prospectus, any applicable
prospectus supplement or any related free writing prospectus,
together with the information described under the heading “Where
You Can Find More Information; Incorporation by
Reference.”
Neither we
nor the Selling Securityholders have authorized anyone to provide
any information or to make any representations other than those
contained in or incorporated by reference into this prospectus, any
accompanying prospectus supplement or any free writing prospectus
we have prepared. We and the Selling Securityholders take no
responsibility for, and can provide no assurance as to the
reliability of, any other information that others may give you.
This prospectus is an offer to sell only the securities offered
hereby and only under circumstances and in jurisdictions where it
is lawful to do so. No dealer, salesperson or other person is
authorized to give any information or to represent anything not
contained in this prospectus, any applicable prospectus supplement
or any related free writing prospectus. This prospectus is not an
offer to sell securities, and it is not soliciting an offer to buy
securities, in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing in this
prospectus or any prospectus supplement is accurate only as of the
date on the front of those documents and that any information
incorporated by reference is accurate only as of the date of the
document incorporated by reference, unless we indicate otherwise,
regardless of the time of delivery of this prospectus or any
applicable prospectus supplement, or any sale of a security. Our
business, financial condition, results of operations and prospects
may have changed since those dates.
This
prospectus contains or incorporates by reference summaries of
certain provisions contained in some of the documents described
herein, but reference is made to the actual documents for complete
information. All of the summaries are qualified in their entirety
by the actual documents. Copies of some of the documents referred
to herein have been filed, will be filed or will be incorporated by
reference as exhibits to the registration statement of which this
prospectus is a part, and you may obtain copies of those documents
as described below under “Where You Can Find More
Information.”
All
references in this prospectus to “Tattooed Chef,” the “Company,”
“we,” “us,” “our,” or similar references refer to Tattooed Chef,
Inc. and its subsidiaries, except where the context otherwise
requires or as otherwise indicated.
SELECTED
DEFINITIONS
In this
document:
“BofA” means
BofA Securities, Inc.
“Business
Combination” means the business combination between Ittella Parent
and Forum, consummated on October 15, 2020.
“Closing”
means the closing of the Business Combination.
“Forum”
means Forum Merger II Corporation, which was our name prior to the
Business Combination.
“Forum IPO”
or “IPO” means Forum’s initial public offering.
“Founders
Shares” means 5,000,000 Class B common stock of Forum owned by
Sponsor which, upon the closing of the Business Combination,
converted on a one-for-one basis into common stock. The Founders
Shares were distributed to the members of the Sponsor.
“IPO
underwriters” means Jefferies LLC and EarlyBirdCapital,
Inc.
“Ittella
Parent” means Myjojo, Inc., a Delaware corporation.
“Merger
Agreement” means the Merger Agreement, dated as of June 11, 2020,
by and among Forum, Sprout Merger Sub, Inc., a Delaware corporation
and wholly owned subsidiary of Forum (“Merger Sub”), Ittella Parent
and Salvatore Galletti, in his capacity as the holder
representative, as amended by the First Amendment dated August 10,
2020. Copies of the Merger Agreement and First Amendment are
available at
https://www.sec.gov/Archives/edgar/data/1741231/000121390020014888/ea122974ex2-1_forummerger2.htm
and
https://www.sec.gov/Archives/edgar/data/1741231/000121390020021451/ea125339ex2-1_forummer2.htm.
“Private
Placement Warrants” means the warrants included in the private
placement units issued in the concurrent private placement at the
time of the IPO, with each warrant entitling its holder to purchase
one share of common stock at a price of $11.50 per share, in
accordance with its terms.
“Sales
Agreement” means that ATM Equity OfferingSM Sales
Agreement, dated June 16, 2021, among the Company, UMB and
BofA.
“Selling
Securityholders” means the selling securityholders named in this
prospectus.
“Sponsor”
means Forum Investors II, LLC.
“UMB” means
UMB Capital Corporation.
CAUTIONARY NOTE
REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and other materials we have filed or will file with the
SEC contain or incorporate by reference statements which, to the
extent they are not statements of historical or present fact,
constitute “forward-looking statements” under the securities laws.
All statements that are not historical facts are “forward-looking
statements.” The words “estimate,” “project,” “intend,” “expect,”
“believe,” “anticipate” and similar expressions, and statements
concerning strategy, identify forward-looking statements. These
forward-looking statements include, among others, statements
regarding future financial performance, anticipated trends and
prospects in the markets and industries in which we operate,
business prospects and strategies and anticipated financial
position, liquidity and capital needs. For those
statements, we claim the protection of the safe harbor for
forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995.
Forward-looking
statements reflect our judgment and involve a number of risks and
uncertainties that could cause actual results to differ materially
from those suggested by the forward-looking statements. Although we
believe that the estimates and projections reflected in any
forward-looking statements are reasonable, these expectations may
prove to be incorrect. Other unknown or unpredictable factors also
could have material adverse effects on our future results,
performance or achievements. When considering forward-looking
statements, you should keep in mind the factors described under the
caption “Risk Factors.” Important factors, some of which are
described under the caption “Risk Factors,” that could cause actual
results to differ materially from estimates or projections
contained in the forward-looking statements include, among
others:
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● |
our ability
to maintain the listing of our common stock on Nasdaq; |
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● |
our ability
to raise financing in the future; |
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● |
our ability
to successfully acquire and integrate new operations; |
|
● |
market
conditions and global and economic factors beyond our control,
including the potential adverse effects of the ongoing global
coronavirus (COVID-19) pandemic on capital markets, general
economic conditions, unemployment and our liquidity, operations and
personnel; |
|
● |
our ability
to obtain raw materials on a timely basis or in quantities
sufficient to meet the demand for its products; |
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● |
our ability
to grow and our customer base; |
|
● |
our ability
to forecast and maintain an adequate rate of revenue growth and
appropriately plan its expenses; |
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● |
our
expectations regarding future expenditures; |
|
● |
our ability
to attract and retain qualified employees and key
personnel; |
|
● |
our ability
to retain relationship with third party suppliers; |
|
● |
our ability
to compete effectively in the competitive packaged food
industry; |
|
● |
our ability
to protect and enhance our corporate reputation and
brand; |
|
● |
the impact
of future regulatory, judicial, and legislative changes in our
industry; |
|
● |
our ability
to address other factors detailed herein under the section entitled
“Risk Factors”. |
We believe
these forward-looking statements are reasonable. However, undue
reliance should not be placed on any forward-looking statements,
which are based on current expectations. We are not under any
obligation, and we do not intend, to make publicly available any
update or other revisions to any of the forward-looking statements
contained in this prospectus to reflect circumstances existing
after the date of this prospectus or to reflect the occurrence of
future events even if experience or future events make it clear
that any expected results expressed or implied by those
forward-looking statements will not be realized.
The above
list of factors is not exhaustive or necessarily in order of
importance. For additional information as to risks, uncertainties
and other factors that may cause actual results to differ
materially from those expressed or implied in the forward-looking
statements, see the discussions under “Risk Factors.” In addition,
we discuss certain of these matters more fully, as well as certain
other factors that may affect our business operations, financial
condition and results of operations, in our filings with the SEC,
including our annual report on Form 10-K, quarterly reports on
Form 10-Q and current reports on Form 8-K. Any
forward-looking statement speaks only as of the date on which it is
made, and we assume no obligation to update or revise such
statement, whether as a result of new information, future events or
otherwise, except as required by applicable law.
WHERE YOU CAN FIND
MORE INFORMATION
We file
annual, quarterly and current reports, proxy statements and other
information with the SEC. The SEC maintains an Internet website
that contains reports, proxy and information statements and other
materials that are filed through the SEC’s Electronic Data
Gathering, Analysis and Retrieval (EDGAR) System or any successor
thereto. This website can currently be accessed at
www.sec.gov. You can find information we have filed with the
SEC by reference to file number 001-38615. Such documents, reports
and information are also available on our website:
ir.tattooedchef.com. That website and the information
contained therein or connected thereto are not incorporated into
this prospectus or the registration statement of which this
prospectus forms a part, or in any other filings with, or any
information furnished or submitted to, the SEC.
We have
filed a post-effective amendment on Form S-3, including
exhibits, to our registration statement on Form S-1 under the
Securities Act of 1933, as amended (the “Securities Act”) with
respect to the shares of our common stock being offered by this
prospectus. This prospectus is a part of the post-effective
amendment, but does not contain all of the information included in
the post-effective amendment or the exhibits thereto. You should
refer to the registration statement, including its amendments,
supplements, exhibits and schedules, for further information about
us and our common stock. Statements contained in this prospectus as
to the contents of any contract or document are not necessarily
complete and, if the contract or document is filed as an exhibit to
a registration statement, is qualified in all respects by reference
to the relevant exhibit.
The SEC
allows issuers to “incorporate by reference” the information filed
with it, which means that we can disclose important information to
you by referring you to those documents. The information that we
incorporate by reference is an important part of this prospectus,
and later information that we file with the SEC will automatically
update and supersede this information. We incorporate by reference
the documents listed below and any future filings we make with the
SEC under Section 13(a), 13(c), 14 or 15(d) of the U.S.
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
other than any such documents or portions thereof that are
furnished under Item 2.02 or Item 7.01 of a Current Report on
Form 8-K (unless otherwise indicated therein), including any
exhibits included with such Items, until the termination of the
offering under this prospectus. The following documents are
incorporated herein by reference:
|
1. |
our Annual Report on
Form 10-K for the year ended December 31, 2020, filed on
March 19, 2021; |
|
2. |
the portions of the
Definitive Proxy Statement filed on
April 16, 2021, incorporated by reference into Part III of
our Annual Report on
Form 10-K for the year ended December 31,
2020; |
|
3. |
our Quarterly Report on
Form 10-Q for the quarter ended March 31, 2021, filed on
May 18, 2021; |
|
4. |
our Quarterly Report on
Form 10-Q for the quarter ended June 30, 2021, filed on
August 16, 2021; and |
|
5. |
our Current Reports on
Form 8-K filed on
January 14, 2021,
February 23, 2021,
April 16, 2021,
May 4, 2021,
May 18, 2021,
June 7, 2021,
September 14, 2021, and
October 26, 2021. |
We will
provide without charge to each person, including any beneficial
owner, to whom this prospectus is delivered, a copy of any document
incorporated by reference into this prospectus (other than exhibits
to any such document not specifically described above) by oral
request or by written request at the following address:
Tattooed
Chef, Inc.
6305 Alondra
Boulevard
Paramount,
California 90723
Telephone:
(562) 602-0822
Attn:
Investor Relations
You
should rely only on the information contained or incorporated by
reference in this prospectus and in any supplement hereto. We have
not authorized any person, including any salesperson
or broker, to provide information other than that provided in
this prospectus and in any supplement hereto. We have not
authorized anyone to provide you with different information. We are
not making an offer of the securities in any jurisdiction where the
offer is not permitted. You should assume that the information
in this prospectus and in any supplement hereto is accurate only as
of the date on its cover page and that any information
incorporated herein by reference is accurate only as of the date of
the document incorporated by reference.
ABOUT TATTOOED CHEF,
INC.
Tattooed
Chef, Inc. (Nasdaq: TTCF) is a Delaware corporation offering a
broad portfolio of innovative frozen foods. We supply plant-based
products to leading retailers in the United States, with signature
products such as ready-to-cook bowls, zucchini spirals, riced
cauliflower, acai and smoothie bowls, and cauliflower crust pizza.
Our products are available both in private label and our “Tattooed
Chef™” brand in the frozen food section of retail food
stores.
We believe
our innovative food offerings converge with consumer trends and
demands for great-tasting, wholesome, plant-based foods made from
sustainably sourced ingredients, including preferences for
flexitarian, vegetarian, vegan, organic, and gluten-free
lifestyles. Various industry studies indicate that consumers want
healthier and more convenient food options. As of September 30,
2021, our products were sold in approximately 13,270 retail outlets
in the United States. Our brand strategy is to introduce the
attributes of a plant-based lifestyle to build a connection with a
broad array of consumers that are seeking delicious, sustainably
sourced, plant-based foods. Our diverse offering of plant-based
meals includes certified organic, GMO-free, certified Kosher,
gluten-free, as well as plant protein elements that we believe
provide health conscious consumers an affordable, great tasting,
clean label food option.
To capture
this significant market opportunity, we focus on manufacturing,
product innovation and distinctive flavor profiles that appeal to a
broad range of consumers. We create and develop new products to
address emerging market demands and food trends for healthy,
plant-based foods. We also seek to create what we believe are
unique meals and snacks by taking regular or “plain” versions of
our products and integrating spices and flavors. We believe that
our track record of delivering innovative food concepts in both
branded and private label has strengthened and expanded
relationships with our existing customers and as well as attracting
new customers. As of September 30, 2021, we have approximately 150
plant-based food concepts and recipes that are under
development.
We are led
by our President and CEO, Salvatore “Sam” Galletti, who has over 35
years of experience in the food industry as both a manager and an
investor, and Sarah Galletti, our Creative Director and the creator
of the Tattooed Chef brand, who was instrumental in changing our
focus to plant-based food products in 2017.
Our
principal executive offices are located at 6305 Alondra Boulevard,
Paramount, California 90723. Our telephone number is (562) 602-0822
and our website is www.tattooedchef.com. That website and
the information contained therein or connected thereto are not
incorporated into this prospectus or the registration statement of
which this prospectus forms a part, or in any other filings
with, or any information furnished or submitted to, the
SEC.
THE
OFFERING
The Selling
Securityholders named in this prospectus are offering on a resale
basis a total of 39,296,816 shares of our common stock, par value
$0.0001 per share, and warrants to purchase up to 129,035 shares of
common stock.
Securities
offered by the Selling Securityholders |
|
We are
registering the resale by the Selling Securityholders named in this
prospectus, or their permitted transferees, of an aggregate of
39,296,816 shares of common stock and warrants to purchase 129,035
shares of common stock, which includes: |
|
|
|
|
|
|
● |
up to
2,503,539 Founders Shares issued in a private placement to the
Sponsor and subsequently distributed to the Sponsor’s
members; |
|
|
|
|
|
|
|
|
● |
up to
129,035 Private Placement Warrants to purchase shares of common
stock issuable upon exercise of the Private Placement Warrants
issued in a private placement to the Sponsor and subsequently
distributed to the Sponsor’s members; |
|
|
|
|
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|
|
● |
up to
129,035 shares of common stock issuable upon exercise of the
Private Placement Warrants; |
|
|
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|
|
|
● |
up to
775,000 shares of common stock issued to principals of the
Company’s financial advisor; and |
|
|
|
|
|
|
|
|
● |
up to
35,889,242 shares of common stock held by other Selling
Securityholders of the Company. |
|
|
|
|
|
Shares
outstanding before the offering |
|
As of
October 19, 2021, there were 81,982,392 shares of common stock
issued and outstanding. |
|
|
|
|
|
Shares
outstanding after the offering |
|
82,111,427
shares of common stock (assuming the exercise for cash of warrants
to purchase 129,035 shares of common stock). |
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Use of
proceeds |
|
We will not
receive any of the proceeds from the sale of the warrants or shares
of common stock by the Selling Securityholders except with respect
to amounts received by us due to the exercise of the warrants. We
expect to use the proceeds received from the exercise of the
warrants, if any, for working capital and general corporate
purposes. See “Use of Proceeds” on page 3 of this
prospectus. |
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Risk
Factors |
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Investing in
our common stock involves a high degree of risk. See “Risk
Factors” on page 3 of this prospectus. |
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Exchange
Listing |
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Our common
stock is listed on the Nasdaq Capital Market under the symbol
“TTCF”. |
RISK
FACTORS
Investing
in our securities involves a high degree of risk. You should
carefully consider the risk factors incorporated by reference to
our most recent Annual Report on Form 10-K, any subsequent
Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, and
all other information contained or incorporated by reference into
this prospectus, as updated by our subsequent filings under the
Exchange Act, and the risk factors and other information contained
in any applicable prospectus supplement and any applicable free
writing prospectus before acquiring any of such securities. The
occurrence of any of these risks might cause you to lose all or
part of your investment in the offered securities.
USE OF
PROCEEDS
All of the
shares of common stock offered by the Selling Securityholders
pursuant to this prospectus will be sold by the Selling
Securityholders for their respective amounts. We will not receive
any of the proceeds from these sales.
Any proceeds
received by us from the exercise of the Private Placement Warrants
will be used for general corporate purposes, which may include
acquisitions and other business opportunities and the repayment of
indebtedness. These proceeds represent the exercise prices for the
Private Placement Warrants. Our management will have broad
discretion over the use of proceeds from the exercise of the
Private Placement Warrants.
There is no
assurance that the holders of the Private Placement Warrants will
elect to exercise any or all of the Private Placement Warrants. To
the extent that the Private Placement Warrants are exercised on a
“cashless basis,” the amount of cash we would receive from the
exercise of the Private Placement Warrants will
decrease.
PLAN OF DISTRIBUTION
General
The Selling Securityholders, which as used here includes donees,
pledgees, transferees or other successors-in-interest selling
warrants, shares of common stock or interests in shares of common
stock received after the date of this prospectus from a Selling
Securityholder as a gift, pledge, partnership distribution or other
transfer, may, from time to time, sell, transfer or otherwise
dispose of any or all of their warrants, shares of common stock or
interests in shares of common stock on any stock exchange, market
or trading facility on which the warrants or shares are traded or
in private transactions. These dispositions may be at fixed prices,
at prevailing market prices at the time of sale, at prices related
to the prevailing market price, at varying prices determined at the
time of sale, or at negotiated prices.
The Selling Securityholders may use any one or more of the
following methods when disposing of warrants, shares or interests
therein:
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ordinary brokerage
transactions and transactions in which the broker-dealer solicits
purchasers; |
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block trades in which the
broker-dealer will attempt to sell the shares as agent, but may
position and resell a portion of the block as principal to
facilitate the transaction; |
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purchases by a broker-dealer as
principal and resale by the broker-dealer for their account; |
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an exchange distribution in accordance
with the rules of the applicable exchange; |
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privately negotiated
transactions; |
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short sales effected after the date
the registration statement of which this prospectus is a part is
declared effective by the SEC; |
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through the writing or settlement of
options or other hedging transactions, whether through an options
exchange or otherwise; |
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broker-dealers may agree with the
Selling Securityholders to sell a specified number of such shares
at a stipulated price per share; |
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a combination of any such methods
of sale; and |
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any other method permitted by
applicable law. |
The Selling Securityholders may, from time to time, pledge or grant
a security interest in some or all of the warrants or shares of
common stock owned by them and, if they default in the performance
of their secured obligations, the pledgees or secured parties may
offer and sell the warrants or shares of common stock, from time to
time, under this prospectus, or under an amendment to this
prospectus under Rule 424(b)(3) or other applicable provision of
the Securities Act amending the list of Selling Securityholders to
include the pledgee, transferee or other successors in interest as
Selling Securityholders under this prospectus. The Selling
Securityholders also may transfer the warrants or shares of common
stock in other circumstances, in which case the transferees,
pledgees or other successors in interest will be the selling
beneficial owners for purposes of this prospectus.
In connection with the sale of our warrants, shares of common stock
or interests therein, the Selling Securityholders may enter into
hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of the
warrants or shares of common stock in the course of hedging the
positions they assume. The Selling Securityholders may also sell
warrants or shares of our common stock short and deliver these
securities to close out their short positions, or loan or pledge
the warrants or common stock to broker-dealers that in turn may
sell these securities. The Selling Securityholders may also enter
into option or other transactions with broker-dealers or other
financial institutions or the creation of one or more derivative
securities which require the delivery to such broker-dealer or
other financial institution of warrants or shares offered by this
prospectus, which warrants or shares such broker-dealer or other
financial institution may resell pursuant to this prospectus (as
supplemented or amended to reflect such transaction).
The aggregate proceeds to the Selling Securityholders from the sale
of the warrants or common stock offered by them will be the
purchase price of the warrants or common stock less discounts or
commissions, if any. Each of the Selling Securityholders reserves
the right to accept and, together with their agents from time to
time, to reject, in whole or in part, any proposed purchase of
warrants or common stock to be made directly or through agents. We
will not receive any of the proceeds from this offering. Upon any
exercise of the warrants by payment of cash, however, we will
receive the exercise price of the warrants.
The Selling Securityholders and any underwriters, broker-dealers or
agents that participate in the sale of the common stock or
interests therein may be “underwriters” within the meaning of
Section 2(11) of the Securities Act. Any discounts,
commissions, concessions or profit they earn on any resale of the
shares may be underwriting discounts and commissions under the
Securities Act. Selling Securityholders who are “underwriters”
within the meaning of Section 2(11) of the Securities Act will
be subject to the prospectus delivery requirements of the
Securities Act.
To the extent required, the warrants or shares of our common stock
to be sold, the names of the Selling Securityholders, the
respective purchase prices and public offering prices, the names of
any agents, dealer or underwriter, any applicable commissions or
discounts with respect to a particular offer will be set forth in
an accompanying prospectus supplement or, if appropriate, a
post-effective amendment to the registration statement that
includes this prospectus.
In order to comply with the securities laws of some states, if
applicable, the warrants or common stock may be sold in these
jurisdictions only through registered or licensed brokers or
dealers. In addition, in some states the warrants or common stock
may not be sold unless they have been registered or qualified for
sale or an exemption from registration or qualification
requirements is available and is complied with.
We have advised the Selling Securityholders that the
anti-manipulation rules of Regulation M under the Exchange Act may
apply to sales of warrants or shares in the market and to the
activities of the Selling Securityholders and their affiliates. In
addition, to the extent applicable we will make copies of this
prospectus (as it may be supplemented or amended from time to time)
available to the Selling Securityholders for the purpose of
satisfying the prospectus delivery requirements of the Securities
Act. The Selling Securityholders may indemnify any broker-dealer
that participates in transactions involving the sale of the
warrants or shares against certain liabilities, including
liabilities arising under the Securities Act.
We have agreed to indemnify the Selling Securityholders against
liabilities, including liabilities under the Securities Act and
state securities laws, relating to the registration of the warrants
or shares offered by this prospectus.
We have agreed with the Selling Securityholders to keep the
registration statement of which this prospectus constitutes a part
effective until all of the warrants and shares covered by this
prospectus have been disposed of pursuant to and in accordance with
the registration statement or the securities have been
withdrawn.
At-the-Market
Offering
We and the selling stockholder, UMB, have entered into the Sales
Agreement with BofA as our sales agent, pursuant to which UMB may
offer and sell up to 2,000,000 shares of our common stock from time
to time. The sales, if any, of shares of our common stock made
under the Sales Agreement may be made in sales deemed to be
“at-the-market offerings” as defined in Rule 415 under the
Securities Act, including by sales made directly on or through
Nasdaq or another market for our common stock, sales made to or
through a market maker other than on an exchange or otherwise, in
negotiated transactions at market prices prevailing at the time of
sale, at prices related to prevailing market prices or at
negotiated prices, or as otherwise agreed with the applicable sales
agent. The sales agent may also sell shares of our common stock by
any other method permitted by law.
UMB will designate the maximum amount of shares of our common stock
to be sold through the sales agent on a daily basis or otherwise as
UMB and the sales agent agree and the minimum price per share at
which such shares may be sold. Subject to the terms and conditions
of the Sales Agreement, the sales agent will use its commercially
reasonable efforts to sell on UMB’s behalf all of the designated
shares. UMB may instruct the sales agent not to sell any shares if
the sales cannot be effected at or above the price designated by it
in any such instruction. UMB or the sales agent may suspend the
offering of shares at any time and from time to time by notifying
the other party. We cannot predict the number of shares that UMB
may sell hereby or if any shares will be sold.
UMB will pay the sales agent a commission of up to 3% of the gross
sales price per share sold through it as UMB’s agent under the
Sales Agreement. UMB has agreed to pay or reimburse certain of the
expenses of the sales agent in an amount up to $25,000.
The sales agent will provide to UMB written confirmation following
the close of trading on Nasdaq each day in which shares are sold
under the Sales Agreement. Each confirmation will include the
number of shares sold on that day, the aggregate gross sales
proceeds, the net proceeds to UMB (after deducting any transaction
fees imposed by any governmental or self-regulatory organization in
respect of such sales) and the aggregate compensation payable by
UMB to the sales agent.
Settlement for sales of shares will occur in return for payment of
the net proceeds to UMB in accordance with the standard settlement
cycle provided in Rule 15c6-1(a) under the Exchange Act, unless the
parties agree otherwise. There is no arrangement for funds to be
received in an escrow, trust or similar arrangement.
Under the terms of the Sales Agreement, UMB also may sell shares of
our common stock to the sales agent, as principal for its own
account, at a price per share agreed upon at the time of sale. If
UMB sells shares to the sales agent as principal, we and UMB will
enter into a separate terms agreement with the sales agent and we
will describe the agreement in a separate prospectus supplement or
pricing supplement.
If we have reason to believe that shares of our common stock are no
longer “actively-traded securities” as defined under Rule 101(c)(l)
of Regulation M under the Exchange Act, we will promptly notify the
sales agent and sales of shares pursuant to the Sales Agreement or
any terms agreement will be suspended until in our collective
judgment Rule 101(c)(1) or another exemptive provision has been
satisfied.
The offering of shares pursuant to the Sales Agreement will
terminate upon the termination of the Sales Agreement by us, UMB or
by the sales agent.
In connection with the sale of shares of our common stock on UMB’s
behalf, the sales agent may be deemed to be an “underwriter” within
the meaning of the Securities Act, and the compensation paid to the
sales agent may be deemed to be underwriting commissions or
discounts. We and UMB have agreed to provide indemnification and
contribution to the sales agent against certain liabilities,
including civil liabilities under the Securities Act.
We estimate that the total expenses of the at-the-market offering
payable by UMB and us will be approximately $60,000.
The sales agent and certain of its affiliates are full service
financial institutions engaged in various activities, which may
include securities trading, commercial and investment banking,
financial advisory, investment management, investment research,
principal investment, hedging, financing and brokerage activities.
The sales agent and certain of its affiliates have, from time to
time, performed, and may in the future perform, various commercial
and investment banking and financial advisory services for us and
our affiliates, for which they received or may in the future
receive customary fees and expenses.
In addition, in the ordinary course of its business activities, the
sales agent and its affiliates may make or hold a broad array of
investments and actively trade debt and equity securities (or
related derivative securities) and financial instruments (including
bank loans) for their own account and for the accounts of their
customers. Such investments and securities activities may involve
securities and/or instruments of ours or our affiliates. The sales
agent and its affiliates may also make investment recommendations
and/or publish or express independent research views in respect of
such securities or financial instruments and may hold, or recommend
to clients that they acquire, long and/or short positions in such
securities and instruments.
DESCRIPTION
OF SECURITIES
Authorized and Outstanding Stock
Our amended and restated certificate of incorporation authorizes
the issuance of 1,010,000,000 shares, consisting of 1,000,000,000
shares of common stock and 10,000,000 shares of preferred stock.
As of October 19, 2021,
there were 81,982,392 shares of common stock outstanding and no
shares of preferred stock outstanding. There is no
cumulative voting with respect to the election of directors.
Common Stock
Voting Power
Except as otherwise required by law or as otherwise provided in any
certificate of designation for any series of preferred stock, the
holders of common stock possess all voting power for the election
of our directors and all other matters requiring stockholder action
and will at all times vote together as one class on all matters
submitted to a vote of the stockholders of the Company. Holders of
common stock are entitled to one vote per share on matters to be
voted on by stockholders and do not have the right to cumulate
votes in the election of directors.
Dividends
Holders of common stock will be entitled to receive dividends and
other distributions, if any, in amounts declared from time to time
by our Board in its discretion out of funds legally available
therefor and shall share equally on a per share basis in these
dividends and distributions.
Liquidation, Dissolution and Winding Up
In the event of our voluntary or involuntary liquidation,
dissolution, distribution of assets or winding-up, the holders of
the common stock will be entitled to receive an equal amount per
share of all of our assets of whatever kind available for
distribution to stockholders, after the rights of the holders of
the preferred stock, if any, have been satisfied.
Preemptive or Other Rights
Our stockholders have no preemptive or other subscription rights
and there are no sinking fund or redemption provisions applicable
to our common stock.
Election of Directors
Our Board is divided into three classes, with only one class of
directors being elected in each year and each class generally
serving a term. Class II directors will serve until the next annual
meeting of stockholders following the date of effectiveness of this
prospectus, Class III directors will serve until the second annual
meeting of stockholders following the date of effectiveness of this
prospectus and Class I directors will serve until the third annual
meeting of stockholders following the date of effectiveness of this
prospectus.
Preferred Stock
Our amended and restated certificate of incorporation provides that
shares of preferred stock may be issued from time to time in one or
more series. Our Board is authorized to fix the voting rights, if
any, designations, powers, preferences, the relative,
participating, optional or other special rights and any
qualifications, limitations and restrictions thereof, applicable to
the shares of each series. Our Board is able, without stockholder
approval, to issue preferred stock with voting and other rights
that could adversely affect the voting power and other rights of
the holders of the common stock and could have anti-takeover
effects. The ability of our Board to issue preferred stock without
stockholder approval could have the effect of delaying, deferring
or preventing a change of control of us or the removal of existing
management. We have no preferred stock outstanding at the date
hereof. Although we do not currently intend to issue any shares of
preferred stock, we cannot assure you that we will not do so in the
future.
Warrants
Private Placement Warrants
The Private Placement Warrants are exercisable for cash by payment
of a $11.50 per share exercise price, or on a cashless basis as
described below.
We may redeem the Private Placement Warrants in whole, at a price
of $0.01 per warrant within 30 days after a written notice of
redemption, and if and only if, the reported last sale price of our
common stock equals or exceeds $18.00 per share for any 20 trading
days within a 30-trading day period ending three business days
before the Company sends the notice of redemption to the holder.
Notwithstanding the foregoing, so long as the Private Placement
Warrants are held by the Sponsor or its permitted transferees, the
Private Placement Warrants: (i) may be exercised for cash or on a
cashless basis as described herein; and (ii) are not redeemable by
us. If the Private Placement Warrants are held by holders other
than the Sponsor or its permitted transferees, the Private
Placement Warrants are redeemable by us and exercisable by the
holders as described above.
If holders of the Private Placement Warrants elect to exercise them
on a cashless basis, they would pay the exercise price by
surrendering their warrants for that number of shares of common
stock equal to the quotient obtained by dividing (x) the product of
the number of shares of common stock underlying the warrants,
multiplied by the difference between the exercise price of the
warrants and the “fair market value” (as defined in the next
sentence) by (y) the fair market value. The “fair market value”
means the average reported last sale price of the common stock for
the ten trading days ending on the third trading day prior to the
date on which the notice of warrant exercise is sent to the warrant
agent.
Transfer Agent and Warrant Agent
The transfer agent for our common stock and warrant agent for our
warrants is Continental Stock Transfer & Trust Company. We have
agreed to indemnify Continental Stock Transfer & Trust Company
in its roles as transfer agent and warrant agent, its agents and
each of its stockholders, directors, officers and employees against
all claims and losses that may arise out of acts performed or
omitted for its activities in that capacity, except for any
liability due to any gross negligence, willful misconduct or bad
faith of the indemnified person or entity.
Certain Anti-Takeover Provisions of Delaware Law and our Charter
and Bylaws
Our amended and restated certificate of incorporation, amended and
restated bylaws and the Delaware General Corporation Law (the
“DGCL”) contains provisions that may discourage unsolicited
takeover proposals that stockholders may consider to be in their
best interests. These provisions may make more difficult the
removal of management and may discourage transactions that
otherwise could involve payment of a premium over prevailing market
prices for our securities.
Authorized but Unissued Capital Stock
The authorized but unissued shares of common stock and preferred
stock are available for future issuance without stockholder
approval, subject to any limitations imposed by the listing
standards of NASDAQ. These additional shares may be used for a
variety of corporate finance transactions, acquisitions and
employee benefit plans. The existence of authorized but unissued
and unreserved common stock and preferred stock could make more
difficult or discourage an attempt to obtain control of us by means
of a proxy contest, tender offer, merger or otherwise.
Election of Directors, Removal of Directors and
Vacancies
Our amended and restated certificate of incorporation provides that
our Board will determine the number of directors who will serve on
the Board. Under our amended and restated certificate of
incorporation, our Board is divided into three classes designated
as Class I, Class II and Class III. Class I
directors initially serve for a term expiring at the first annual
meeting of stockholders following the Closing. Class II and
Class III directors initially serve for a term expiring at the
second and third annual meeting of stockholders following the
Closing, respectively. At each succeeding annual meeting of
stockholders, directors will be elected for a full term of
three years to succeed the directors of the class whose terms
expire at such annual meeting of the stockholders. There is no
limit on the number of terms a director may serve on our Board.
Subject to any limitations imposed by applicable law, any
individual director or directors may be removed with cause by the
affirmative vote of the holders of at least 66 2/3% of the voting
power of all then-outstanding shares of capital stock of the
Company entitled to vote generally at an election of directors.
In addition, our amended and restated certificate of incorporation
provides that any vacancy on our Board, including a vacancy that
results from an increase in the number of directors or a vacancy
resulting from death, resignation, disqualification, removal or
other causes, may be filled only by a majority of the directors
then in office, subject to any limitations imposed by applicable
law and subject to the rights of the holders of any series of
preferred stock.
Notwithstanding the foregoing provisions of this section, each
director will serve until his successor is duly elected and
qualified or until his earlier death, resignation, retirement,
disqualification or removal. No decrease in the number of directors
constituting our Board will shorten the term of any incumbent
director.
Business Combinations
We have elected not to be governed by Section 203 of the DGCL.
Notwithstanding the foregoing, our amended and restated certificate
of incorporation provides that we will not engage in any “business
combinations” (as defined in our amended and restated certificate
of incorporation), at any point in time at which our Common Stock
is registered under Section 12(b) or 12(g) of the Exchange
Act, with any “interested stockholder” (as defined in our amended
and restated certificate of incorporation) for a three-year period
after the time that such person became an interested stockholder
unless:
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prior to such time, the Board approved either the business
combination or the transaction which resulted in the stockholder
becoming an interested stockholder; |
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upon consummation of the transaction which resulted in the
stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of our voting stock outstanding at
the time the transaction commenced, excluding for purposes of
determining the voting stock outstanding (but not the outstanding
voting stock owned by the interested stockholder) those shares
owned by (i) persons who are directors and also officers and
(ii) employee stock plans in which employee participants do
not have the right to determine confidentially whether shares held
subject to the plan will be tendered in a tender or exchange offer;
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at or subsequent to such time, the business combination is
approved by the Board and authorized at an annual or special
meeting of stockholders, and not by written consent, by the
affirmative vote of at least 66-2/3% of the outstanding shares of
our voting stock which is not owned by the interested
stockholder. |
Under our amended and restated certificate of incorporation, a
“business combination” is defined to generally include a merger,
asset or stock sale, or other transaction resulting in a financial
benefit to the interested stockholder. An interested stockholder is
a person who, together with affiliates and associates, owns or,
within three years prior to the determination of interested
stockholder status, did own 15% or more of a corporation’s
outstanding voting stock. Our amended and restated certificate of
incorporation expressly excludes certain of our stockholders with
whom we entered into the Investor Rights Agreement, certain of
their respective transferees and their respective successors and
affiliates from the definition of “interested stockholder”
irrespective of the percentage ownership of the total voting
power beneficially owned by them. Under certain circumstances, such
provisions in our amended and restated certificate of incorporation
make it more difficult for a person who would be an “interested
stockholder” to effect various business combinations with a
corporation for a three-year period. Accordingly, such provisions
in our amended and restated certificate of incorporation could have
an anti-takeover effect with respect to certain transactions which
the Board does not approve in advance. Such provisions may
encourage companies interested in acquiring us to negotiate in
advance with the Board because the stockholder approval requirement
would be avoided if the Board approves either the business
combination or the transaction that results in the stockholder
becoming an interested stockholder. However, such provisions also
could discourage attempts that might result in a premium over the
market price for the shares held by stockholders. These provisions
also may make it more difficult to accomplish transactions that
stockholders may otherwise deem to be in their best interests.
No Cumulative Voting
Under Delaware law, the right to vote cumulatively does not exist
unless the certificate of incorporation expressly authorizes
cumulative voting. Our amended and restated certificate of
incorporation does not authorize cumulative voting.
General Stockholder Meetings
Our amended and restated certificate of incorporation provides that
special meetings of stockholders may be called only by or at the
direction of the Board pursuant to a resolution adopted by a
majority of the directors then holding office or the Chairman of
the Board.
Amendment of Bylaws
The stockholders have the power to adopt, amend or repeal our
bylaws with, in addition to any vote of the holders of any class or
series of our stock required by law or by our amended and restated
certificate of incorporation, the affirmative vote of the holders
of at least 66 2/3% of the voting power of all of the
then-outstanding shares of our capital stock entitled to vote
generally in the election of directors, voting together as a single
class.
No Stockholder Action by Written Consent
Our amended and restated certificate of incorporation provides that
no action shall be taken by the stockholders of the Company except
at an annual or special meeting of stockholders called in
accordance with our amended and restated bylaws and, at no time
shall any action be taken by the stockholders by written consent or
electronic transmission.
Exclusive Forum
Our amended and restated certificate of incorporation provides
that, unless we consent in writing to the selection of an
alternative forum, the Court of Chancery of the State of Delaware
shall, to the fullest extent permitted by law, be the sole and
exclusive forum for (i) any derivative action or proceeding brought
on our behalf; (ii) any action asserting a claim of breach of a
fiduciary duty owed by any of our directors, officers or other
employees to us or our stockholders; (iii) any action asserting a
claim against us or any of our directors or officers or other
employees arising pursuant to any provision of the DGCL, our
amended and restated certificate of incorporation or our amended
and restated bylaws; or (iv) any action asserting a claim against
us or any of our directors or officers or other employees governed
by the internal affairs doctrine, except for, as to each of (i)
through (iv) above, any claim (A) as to which the Court of Chancery
determines that there is an indispensable party not subject to the
jurisdiction of the Court of Chancery (and the indispensable party
does not consent to the personal jurisdiction of the Court of
Chancery within ten days following such determination), (B) which
is vested in the exclusive jurisdiction of a court or forum other
than the Court of Chancery, or (C) for which the Court of Chancery
does not have subject matter jurisdiction. Notwithstanding any
of the foregoing to the contrary, the provisions of Article VII of
our amended and restated certificate of incorporation will not
apply to suits brought to enforce a duty or liability created by
the Securities Exchange Act of 1934, as amended, or any other claim
for which the federal courts have exclusive jurisdiction.
Limitations on Liability and Indemnification of Officers and
Directors
The DGCL authorizes corporations to limit or eliminate the personal
liability of directors to corporations and their stockholders for
monetary damages for breaches of directors’ fiduciary duties,
subject to certain exceptions. Our amended and restated certificate
of incorporation includes a provision that eliminates, to the
fullest extent permitted by law, the personal liability of
directors for monetary damages for any breach of fiduciary duty as
a director. The effect of these provisions is to eliminate the
rights of us and our stockholders, through stockholders’ derivative
suits on our behalf, to recover monetary damages from a director
for breach of fiduciary duty as a director, including breaches
resulting from grossly negligent behavior. However, exculpation
does not apply to any director if the director has acted in bad
faith, knowingly or intentionally violated the law, authorized
illegal dividends or redemptions or derived an improper benefit
from his or her actions as a director.
Our amended and restated bylaws provide that we must indemnify and
advance expenses to directors and officers to the fullest extent
permitted by Delaware law. We are also expressly authorized to
carry directors’ and officers’ liability insurance providing
indemnification for directors, officers and certain employees for
some liabilities. We believe that these indemnification and
advancement provisions and insurance are useful to attract and
retain qualified directors and executive officers.
The limitation of liability, indemnification and advancement
provisions in our amended and restated certificate of incorporation
and our amended and restated bylaws may discourage stockholders
from bringing a lawsuit against directors for breach of their
fiduciary duty. These provisions also may have the effect of
reducing the likelihood of derivative litigation against directors
and officers, even though such an action, if successful, might
otherwise benefit us and our stockholders.
SELLING
SECURITYHOLDERS
The Selling Securityholders may offer and sell, from time to time,
any or all of the shares of common stock or warrants being offered
for resale by this prospectus, which consists of:
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up to 2,503,539 Founders Shares issued
in a private placement to the Sponsor and subsequently distributed
to the Sponsor’s members; |
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up to 129,035 Private Placement
Warrants to purchase shares of common stock issued in a private
placement to the Sponsor and subsequently distributed to the
Sponsor’s members; |
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up to 129,035
shares of common stock issuable upon exercise of the Private
Placement Warrants; |
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up to 775,000
shares of common stock issued to principals of our financial
advisor pursuant to a contract entered into by us and those
principals; and |
|
● |
up to 35,889,242 shares of common
stock held by other Selling Securityholders. |
The term “Selling Securityholders” includes the securityholders
listed in the table below and their permitted transferees.
The table below provides, as of the date of this prospectus,
information regarding the beneficial ownership of our common stock
and warrants of each Selling Securityholder, the number of shares
of common stock and number of warrants that may be sold by each
Selling Securityholder under this prospectus and that each Selling
Securityholder will beneficially own after this offering. We have
based percentage ownership on 81,982,392 shares of common stock
outstanding as of October 19, 2021.
Because each Selling Securityholder may dispose of all, none or
some portion of their securities, no estimate can be given as to
the number of securities that will be beneficially owned by a
Selling Securityholder upon termination of this offering. For
purposes of the table below, however, we have assumed that after
termination of this offering none of the securities covered by this
prospectus will be beneficially owned by the Selling Securityholder
and further assumed that the Selling Securityholders will not
acquire beneficial ownership of any additional securities during
the offering. In addition, the Selling Securityholders may have
sold, transferred or otherwise disposed of, or may sell, transfer
or otherwise dispose of, at any time and from time to time, our
securities in transactions exempt from the registration
requirements of the Securities Act after the date on which the
information in the table is presented.
We may amend or supplement this prospectus from time to time in the
future to update or change this Selling Securityholders list and
the securities that may be resold.
Please see the section titled “Plan of Distribution” for
further information regarding the stockholders’ method of
distributing these shares.
|
|
Shares of
Common Stock |
|
|
Warrants to
Purchase Common Stock |
|
Name |
|
Number
Beneficially
Owned as of Oct. 19,
2021 |
|
|
Number
Registered for Sale Hereby |
|
|
Number
Beneficially
Owned
After
Offering(1) |
|
|
Percent
Owned
After
Offering(1) |
|
|
Number
Beneficially
as of Oct. 19, 2021 |
|
|
Number
Registered for Sale Hereby |
|
|
Number
Beneficially
Owned
After
Offering |
|
|
Percent
Owned
After
Offering |
|
Salvatore
Galletti(2) |
|
|
31,420,522 |
|
|
|
30,761,275 |
|
|
|
4,935 |
|
|
|
* |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Project Lily,
LLC(2) |
|
|
654,312 |
|
|
|
654,312 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Stephanie
Dieckmann(3) |
|
|
500,000 |
|
|
|
500,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Pizzo(4) |
|
|
1,500,000 |
|
|
|
1,500,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
UMB Capital
Corporation |
|
|
1,173,655 |
|
|
|
1,173,655 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Brian
Cohn |
|
|
20,812 |
|
|
|
20,812 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Robert
Green |
|
|
21,626 |
|
|
|
21,626 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Bruce E.
Roberts(5) |
|
|
5,203 |
|
|
|
5,203 |
|
|
|
— |
|
|
|
— |
|
|
|
2,081 |
|
|
|
2,081 |
|
|
|
— |
|
|
|
— |
|
Final Word
Investments LLC |
|
|
15,000 |
|
|
|
15,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Boris
Investment Trust(6) |
|
|
2,181,400 |
|
|
|
2,181,400 |
|
|
|
— |
|
|
|
— |
|
|
|
34,685 |
|
|
|
34,685 |
|
|
|
— |
|
|
|
— |
|
D Hirsch TTEE
Mustang Partners LLC 401K Plan |
|
|
6,938 |
|
|
|
6,938 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
The Naxos
Trust(7) |
|
|
213,676 |
|
|
|
213,676 |
|
|
|
— |
|
|
|
— |
|
|
|
61,050 |
|
|
|
61,050 |
|
|
|
— |
|
|
|
— |
|
Jeffrey and
Ann Nachbor(8) |
|
|
30,812 |
|
|
|
30,812 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
The Lind
Family Trust |
|
|
7,808 |
|
|
|
7,808 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
The Neil
Goldberg 1995 Irrevocable Trust |
|
|
63,250 |
|
|
|
63,250 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Peter A.
Nussbaum |
|
|
5,610 |
|
|
|
5,610 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Katzman
Family Trust u/a/d 5/20/2008(9) |
|
|
17,180 |
|
|
|
17,180 |
|
|
|
— |
|
|
|
— |
|
|
|
8,672 |
|
|
|
8,672 |
|
|
|
— |
|
|
|
— |
|
Richard
Katzman(10) |
|
|
24,180 |
|
|
|
24,180 |
|
|
|
— |
|
|
|
— |
|
|
|
8,672 |
|
|
|
8,672 |
|
|
|
— |
|
|
|
— |
|
Steven
Berns(11) |
|
|
5,204 |
|
|
|
5,204 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
William
Harrison(12) |
|
|
480,000 |
|
|
|
480,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Grant
Garbers(12) |
|
|
595,000 |
|
|
|
595,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Ellis
Wasson(13) |
|
|
500,000 |
|
|
|
500,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Geoffrey
Garth(13) |
|
|
250,000 |
|
|
|
250,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Daniel
Williamson(14) |
|
|
259,930 |
|
|
|
250,000 |
|
|
|
9,930 |
|
|
|
* |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
(1) |
The
securities registered for sale include the Founders Shares, shares
held by other Selling Securityholders, the Private Placement
Warrants, and the common stock underlying the Private Placement
Warrants (together, the “Resale Securities”). We do not know when
or in what amounts the Selling Securityholders will offer the
Resale Securities for sale, if at all. The Selling Securityholders
may sell any or all of the Resale Securities included in and
offered by this prospectus. We cannot estimate the number of Resale
Securities that will be held by the Selling Securityholders after
completion of the offering. However, for purposes of this table, we
have assumed that after completion of the offering all of the
Resale Securities will have been sold by the Selling
Securityholders. The percentage of shares to be beneficially owned
after completion of the offering is calculated on the basis of
81,982,392 shares of common stock outstanding as of October 19,
2021, assuming the exercise of all currently outstanding warrants
and the sale of all Resale Securities by the Selling
Securityholders. |
|
|
(2) |
Shares beneficially
owned by Salvatore Galletti includes the 654,312 shares held by
Project Lily, LLC, over which Mr. Galletti has voting and
investment power. Mr. Galletti disclaims ownership with
respect to any of the shares held by Project Lily, LLC
for which he would not otherwise be deemed to be a beneficial
owner. |
|
|
(3) |
Ms. Dieckmann is the
Company’s Chief Financial Officer, Chief Operating Officer, and
Secretary. |
|
|
(4) |
Giuseppe Bardari owns
100% of Pizzo and has sole voting and investment power over the
shares held by Pizzo. Mr. Bardari is the President of Ittella
Italy. |
|
|
(5) |
Shares of common stock
comprise 3,122 shares of common stock and 2,081 shares of common
stock issuable upon exercise of an equal number of Private
Placement Warrants. |
|
|
(6) |
Shares of common stock
comprise 2,146,715 shares of common stock and 34,685 shares of
common stock issuable upon exercise of an equal number of Private
Placement Warrants. Mr. Boris is one of the beneficiaries of this
trust. David Boris is a member of the board of directors of the
Company. |
(7) |
Shares of common stock
comprise 152,626 shares of common stock and 61,050 shares of common
stock issuable upon exercise of an equal number of Private
Placement Warrants. |
|
|
(8) |
Mr. Nachbor was a director of
Forum prior to the Closing. |
|
|
(9) |
Shares of common stock comprise 8,508
shares of common stock and 8,672 shares of common stock issuable
upon exercise of an equal number of Private Placement Warrants.
Richard Katzman is the grantor of this trust. Mr. Katzman was a
director of Forum prior to the Closing and was Chairman of Forum’s
Compensation Committee. |
|
|
(10) |
Shares of common stock comprise 15,508
shares of common stock and 8,672 shares of common stock issuable
upon exercise of an equal number of Private Placement Warrants.
Richard Katzman was a director of Forum prior to the Closing and
was Chairman of Forum’s Compensation Committee. |
|
|
(11) |
Mr. Berns was a director of Forum
before the Closing and was Chairman of Forum’s Audit
Committee. |
|
|
(12) |
Includes 150,000 shares obtained from
Salvatore Galletti in a private transaction. |
|
|
(13) |
Obtained from Salvatore Galletti in a
private transaction. |
|
|
(14) |
Includes 250,000 shares obtained from
Salvatore Galletti in a private transaction. |
LEGAL
MATTERS
The
validity of the securities offered hereby were passed upon for us
by Rutan & Tucker, LLP. BofA is being represented in connection
with the at-the-market offering described in “Plan of
Distribution” by Latham & Watkins LLP. Any underwriters or
agents will be advised about other issues relating to the offering
by counsel to be named in the applicable prospectus
supplement.
EXPERTS
The
consolidated financial statements of Tattooed Chef, Inc. as of
December 31, 2020 and 2019, and for the years then ended,
incorporated by reference in this prospectus have been so
incorporated in reliance on the report of BDO USA, LLP (“BDO”), an
independent registered accounting firm, incorporated herein by
reference, given on the authority of said firm as experts in
auditing and accounting.

39,296,816 Shares
of Common Stock
129,035
Warrants to Purchase Common Stock
PROSPECTUS
,
2021
You
should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to
provide you with different information. You should not assume that
the information contained or incorporated by reference in this
prospectus is accurate as of any date other than the date of this
prospectus. We are not making an offer of these securities in any
state where the offer is not permitted.
PART II
INFORMATION NOT
REQUIRED IN PROSPECTUS
Item
14. Other Expenses Of Issuance And Distribution
The
following table itemizes the fees and expenses payable by the
registrant in connection with the registration and sale of the
securities being registered hereunder. All of such fees and
expenses are estimates.
|
Amount Paid
or to be Paid |
|
SEC Registration Fee |
$ |
125,058.90 |
|
Legal
Fees and Expenses |
$ |
180,000.00 |
|
Accounting Fees and Expenses |
$ |
80,640.00 |
|
Total |
$ |
385,698.90 |
|
Item
15. Indemnification Of Directors And Officers
Section 145 of
the Delaware General Corporation Law (the “DGCL”) provides that a
corporation may indemnify directors and officers, as well as other
employees and individuals, against expenses (including attorney
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with any
threatened, pending or completed actions, suits or proceedings in
which such person is made a party by reason of such person being or
having been a director, officer, employee or agent of the
corporation. Section 145 of the DGCL also permits a
corporation to pay expenses incurred by a director or officer in
advance of the final disposition of a proceeding, subject to
receipt of an undertaking by such director or officer to repay such
amount if it shall be ultimately determined that such person is not
entitled to be indemnified by the corporation. The DGCL provides
that Section 145 is not exclusive of other rights to which
those seeking indemnification may be entitled under any by-laws,
agreement, vote of stockholders or disinterested directors or
otherwise.
The
organizational documents of the registrant provide for
indemnification of the registrant’s directors and officers (and
their legal representatives), and of those serving at the request
of the relevant board of directors or officers as an employee or
agent of the corporation, or as a director, officer, employee or
agent of another corporation, partnership, joint venture or other
enterprise, to the fullest extent authorized by the DGCL, except
that the relevant corporation shall indemnify a person for a
proceeding (or part thereof) initiated by such person only if the
proceeding (or part thereof) was authorized by the relevant board
of directors. The by-laws of the Registrant specifically provide
for mandatory advancement of expenses to persons entitled to
indemnification in defending any action, suit or proceeding in
advance of its final disposition; provided, that, if the DGCL so
requires, such persons provide an undertaking to repay such amounts
advanced if it is ultimately determined that such person is not
entitled to indemnification. From time to time, the directors and
officers of the Registrant may be provided with indemnification
agreements that are consistent with or greater than the foregoing
provisions and, to the extent such directors and officers serve as
executive officers or directors of subsidiaries of the Registrant,
consistent with the indemnification provisions of the charter
documents of such subsidiaries. The Registrant has adopted (or may
adopt) policies of directors’ and officers’ liability insurance to
insure directors and officers against the costs of defense,
settlement and/or payment of judgments under certain circumstances.
The Registrant believes that the agreements and arrangements
described above are necessary to attract and retain qualified
persons as directors and officers.
Section 102(b)(7) of
the DGCL permits a corporation to provide in its certificate of
incorporation that a director of the corporation is not personally
liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability:
(i) for any breach of the director’s duty of loyalty to the
corporation or its stockholders; (ii) for acts or omissions
not in good faith or that involve intentional misconduct or a
knowing violation of law; (iii) for unlawful payments of
dividends or unlawful stock repurchases or redemptions; or
(iv) for any transaction from which the director derived an
improper personal benefit. The certificate of incorporation of the
Registrant provides for such limitation of liability.
Item
16. Exhibits and Financial Statement Schedules
Item
17. Undertakings
The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
|
(i) |
To include any
prospectus required by Section 10(a)(3) of the Securities
Act of 1933 (the “Securities Act”); |
|
(ii) |
To reflect in the
prospectus any facts or events arising after the effective date of
the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration
statement; and |
|
(iii) |
To include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material
change to such information in the registration
statement; |
provided,
however, that paragraphs (i), (ii) and (iii) above
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the SEC by the Registrant
pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration
statement.
(2) That,
for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(4) That,
for the purpose of determining liability under the Securities Act
to any purchaser:
|
(i) |
Each prospectus filed
by the Registrant pursuant to Rule 424(b)(3) shall be
deemed to be part of the registration statement as of the date the
filed prospectus was deemed part of and included in the
registration statement; and |
|
(ii) |
Each prospectus
required to be filed pursuant to Rule 424(b)(2), (b)(5), or
(b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to
Rule 415(a)(1)(i), (vii), or (x) for the purpose of
providing the information required by Section 10(a) of
the Securities Act shall be deemed to be part of and included in
the registration statement as of the earlier of the date such form
of prospectus is first used after effectiveness or the date of the
first contract of sale of securities in the offering described in
the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date
of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in
any such document immediately prior to such effective
date. |
(5) That,
for the purpose of determining liability of the Registrant under
the Securities Act to any purchaser in the initial distribution of
the securities, the undersigned Registrant undertakes that in a
primary offering of securities of the undersigned Registrant
pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser,
if the securities are offered or sold to such purchaser by means of
any of the following communications, the undersigned Registrant
will be a seller to the purchaser and will be considered to offer
or sell such securities to such purchaser:
|
(i) |
Any preliminary
prospectus or prospectus of the undersigned Registrant relating to
the offering required to be filed pursuant to
Rule 424; |
|
(ii) |
Any free writing
prospectus relating to the offering prepared by or on behalf of the
undersigned Registrant or used or referred to by the undersigned
Registrant; |
|
(iii) |
The portion of any
other free writing prospectus relating to the offering containing
material information about the undersigned Registrant or its
securities provided by or on behalf of the undersigned Registrant;
and |
|
(iv) |
Any other
communication that is an offer in the offering made by the
undersigned Registrant to the purchaser. |
(6) That,
for purposes of determining liability under the Securities Act,
each filing of the Registrant’s annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan’s annual
report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(7) Insofar
as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended (the
“Securities Act”), the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing
on Form S-3 and has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized on October 27, 2021, in the City of Paramount,
State of California.
|
TATTOOED CHEF,
INC. |
|
|
|
By: |
/s/
Salvatore Galletti
|
|
|
Name: |
Salvatore
Galletti |
|
|
Title: |
Chief
Executive Officer |
Pursuant
to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the
capacities indicated and on October 27, 2021.
Name |
|
Position |
|
Date |
|
|
|
|
|
/s/
Salvatore Galletti |
|
Chief Executive Officer |
|
October 27, 2021 |
Salvatore Galletti |
|
(Principal Executive Officer) |
|
|
|
|
|
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|
/s/
Stephanie Dieckmann |
|
Chief Financial Officer |
|
October 27, 2021 |
Stephanie
Dieckmann |
|
(Principal Financial and Accounting
Officer) |
|
|
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|
|
|
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* |
|
Director |
|
October 27, 2021 |
Bryan Rosenberg |
|
|
|
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|
|
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* |
|
Director |
|
October 27, 2021 |
Paula Ciaramitaro |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
October 27, 2021 |
Edward S. Gelfand |
|
|
|
|
|
|
|
|
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* |
|
Director |
|
October 27, 2021 |
Daniel Williamson |
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|
|
|
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|
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|
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* |
|
Director |
|
October 27, 2021 |
Jennifer Fellner |
|
|
|
|
|
|
|
|
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* |
|
Director |
|
October 27, 2021 |
Ryan Olohan |
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|
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|
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* |
|
Director |
|
October 27, 2021 |
David Boris |
|
|
|
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|
|
|
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* |
|
Director |
|
October 27, 2021 |
Marie D.
Quintero-Johnson |
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|
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* By: |
/s/ Salvatore Galletti |
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Salvatore Galletti |
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As Attorney-in-Fact |
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II-4
Tattooed Chef (NASDAQ:TTCF)
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Tattooed Chef (NASDAQ:TTCF)
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From May 2021 to May 2022