FXLV F45 Training Holdings Inc

Item 1. Security and Issuer.

This Schedule 13G (the “Schedule 13G”) relates to the common stock, par value $0.00005 per share (the “Common Stock”) of F45 Training Holdings Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 801 Barton Springs Road, 9th Floor, Austin, Texas 78704.

On July 6, 2021, the Issuer effected a 2-for-1 forward stock split of the Company’s Common Stock (the “Forward Split”). The share amounts and share prices of Common Stock specified in this Schedule 13G have been adjusted to give effect to the Forward Split.

Item 2. Identity and Background.

Item 3.  

Not applicable. 

Item 4. Ownership.

The information required by Items 4(a)-(c) is set forth with respect to each Reporting Person in Rows (5)-(9) and Row (11) of the respective cover page for each such Reporting Person and is incorporated herein by reference.

The beneficial ownership percentages disclosed on the cover pages of this Schedule 13G and below are based on 90,246,682 shares of Common Stock outstanding as of July 19, 2021, as disclosed in the Issuer’s final prospectus filed under Rule 424(b) on July 16, 2021 and Current Report on Form 8-K filed on July 19, 2021.

L1 Capital Pty is the investment manager of L1 Long Short Fund Limited, an Australian public company limited by shares, L1 Capital Long Short Fund, an Australian domiciled managed investment scheme, and L1 Capital Long Short (Master) Fund, a Cayman Islands exempted company with limited liability, the entities which acquired a total of 6,283,492 shares of the Issuer’s Common Stock. L1 Capital Pty has shared voting and dispositive power over these shares. Accordingly, L1 Capital Pty may be deemed to beneficially own 6,283,492 shares of the Issuer’s Common Stock representing 6.96% of outstanding Common Stock.

L1 Global Manager Pty is the investment manager of L1 Global Opportunities Fund, incorporated as an exempted company with limited liability in the Cayman Islands. L1 Global Opportunities Fund is the owner of approximately 95% of L1 Capital Global Opportunities Master Fund, incorporated as an exempted company with limited liability in the Cayman Islands, which acquired 79,536 shares of the Issuer’s Common Stock. L1 Global Manager Pty has shared voting and dispositive power over these shares. Accordingly, L1 Global Manager Pty may be deemed to beneficially own 79,536 shares of the Issuer’s Common Stock representing 0.09% of outstanding Common Stock.

As the sole owner of each of L1 Capital Pty and L1 Global Manager Pty, First Maven Pty may be deemed to beneficially own 6,363,028 shares of the Issuer’s Common Stock representing 7.05% of outstanding Common Stock.

As the Directors of First Maven Pty, each of Mr. Landau and Mr. Lamm may be deemed to beneficially own 6,363,028 shares of the Issuer’s Common Stock representing 7.05% of outstanding Common Stock. First Maven Pty, Mr. Landau and Mr. Lamm have shared voting and dispositive power over these shares of Common Stock.

L1 Capital Pty, L1 Global Manager Pty, First Maven Pty and Messrs. Landau and Lamm expressly disclaimed beneficial ownership of the shares reported by this Schedule 13G, as permitted by Rule 13d-4.

The above amounts do not include 625,000 shares of the Issuer’s Common Stock, including (i) 377,688 shares acquired by L1 Long Short Fund Limited, (ii) 148,119 shares acquired by L1 Long Short Fund, (iii) 69,193 shares acquired by L1 Capital Long Short (Master) Fund, and (iv) 30,000 shares acquired by L1 Capital Global Opportunities Master Fund, in the initial public offering of the Issuer’s Common Stock on July 15, 2021 and sold on July 16, 2021.

Not applicable.

Not applicable.

Not applicable.

See Item 4 above.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

Joint Filing Agreement

The undersigned agree to jointly file a Schedule 13G relating to their beneficial ownership of the Common Stock of F45 Training Holdings Inc.