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Filing Details

Accession Number:: 0000902664-20-003876
Form Type:: 13G Filing
Publication Date:: 2020-11-10 17:00:24

Filed By:: Falcon Edge Capital
Company:: Tattooed Chef Inc.
Filing Date:: 2020-11-10
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Falcon Edge Capital	2,925,916	0	2,925,916	0	2,925,916	4.5%
Richard Gerson	2,925,916	0	2,925,916	0	2,925,916	4.5%

Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Tattooed Chef, Inc. (f/k/a Forum Merger II Corporation)
(Name of Issuer)

Common Stock, par value $0.0001 per share
(Title of Class of Securities)

87663X102
(CUSIP Number)

October 31, 2020
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x	Rule 13d-1(b)
o	Rule 13d-1(c)
¨	Rule 13d-1(d)

(Page 1 of 7 Pages)

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAME OF REPORTING PERSON Falcon Edge Capital, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 2,925,916 (including 5,500 shares issuable upon exercise of warrants)
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 2,925,916 (including 5,500 shares issuable upon exercise of warrants)
	8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,925,916 (including 5,500 shares issuable upon exercise of warrants)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.5%
12	TYPE OF REPORTING PERSON IA, PN

1	NAME OF REPORTING PERSON Richard Gerson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 2,925,916 (including 5,500 shares issuable upon exercise of warrants)
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 2,925,916 (including 5,500 shares issuable upon exercise of warrants)
	8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,925,916 (including 5,500 shares issuable upon exercise of warrants)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.5%
12	TYPE OF REPORTING PERSON IN

Item 1(a).	NAME OF ISSUER:

	The name of the issuer is Tattooed Chef, Inc., a Delaware corporation (the "Company").

Item 1(b).	ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

	The Company's principal executive offices are located at 6305 Alondra Blvd., Paramount, CA 90723.

Item 2(a).	NAME OF PERSON FILING:

	This statement is filed by:

	(i)	Falcon Edge Capital, LP (the "Investment Manager"), a Delaware limited partnership, and the investment manager of certain affiliated funds (the "Falcon Edge Funds") with respect to the shares of Common Stock (as defined in Item 2(d)) held by (and issuable upon exercise of warrants held by) the Falcon Edge Funds; and

	(ii)	Mr. Richard Gerson ("Mr. Gerson"), who serves as the Chairman and Chief Investment Officer of the Investment Manager, with respect to the shares of Common Stock held by (and issuable upon exercise of warrants held by) the Falcon Edge Funds.

	The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."

	The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Common Stock reported herein.

Item 2(b).	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

	The address of the business office of each of the Reporting Persons is 660 Madison Avenue, 19th Floor, New York, New York 10065.

Item 2(c).	CITIZENSHIP:

	The Investment Manager is a Delaware limited partnership. Mr. Gerson is a United States citizen.

Item 2(d).	TITLE OF CLASS OF SECURITIES:

	Common Stock, par value $0.0001 per share (the "Common Stock").

Item 2(e).	CUSIP NUMBER:

	87663X102

Item 3.	IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

	(a)	¨	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
	(b)	¨	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	x	Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	¨	Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	x	Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	¨	Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	¨	Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
	(j)	¨	Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
	(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution:_________________________________________

Item 4.	OWNERSHIP

	The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

	The percentages used herein are calculated based upon 65,118,913 shares of Common Stock outstanding as of October 16, 2020, as reported in the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on November 5, 2020.

Item 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ý

Item 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

	See Item 2. The Falcon Edge Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein.

Item 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

	Not applicable.

Item 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

	Not applicable.

Item 9.	NOTICE OF DISSOLUTION OF GROUP.

	Not applicable.

Item 10.	CERTIFICATION.

	Each of the Reporting Persons hereby makes the following certification:

	By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired 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.

SIGNATURES

After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: November 10, 2020

FALCON EDGE CAPITAL, LP


By:	/s/ Richard Gerson
Name: Richard Gerson
Title: Chairman and Chief Investment Officer


/s/ Richard Gerson
RICHARD GERSON