Filing Details
- Accession Number:
- 0001213900-25-025147
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-18 20:00:00
- Filed By:
- J. Michael Chu
- Company:
- Burgerfi International Inc.
- Filing Date:
- 2025-03-19
- SEC Url:
- 13D 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 |
|---|---|---|---|---|---|---|
| J. Michael Chu | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Scott A. Dahnke | 0 | 0 | 0 | 0 | 0 | 0.0% |
| CP7 Warming Bag, L.P. | 0 | 0 | 0 | 0 | 0 | 0.0% |
| CP7 Management, LLC | 0 | 0 | 0 | 0 | 0 | 0.0% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
|
BurgerFi International, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
12122L101 (CUSIP Number) |
Daniel Reid c/o Catterton Management Company, L.L.C., 599 West Putnam Avenue Greenwich, CT, 06830 (203) 629-4901 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/17/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
|
| CUSIP No. | 12122L101 |
| 1 |
Name of reporting person
J. Michael Chu | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 12122L101 |
| 1 |
Name of reporting person
Scott A. Dahnke | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 12122L101 |
| 1 |
Name of reporting person
CP7 Warming Bag, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 12122L101 |
| 1 |
Name of reporting person
CP7 Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
BurgerFi International, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
200 WEST CYPRESS CREEK ROAD, SUITE 220, FORT LAUDERDALE,
FLORIDA
, 33309. | |
Item 1 Comment:
Explanatory Note
This Amendment No. 4 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons on November 15, 2021, and amended by Amendment No. 1 on October 14, 2022, Amendment No. 2 on November 7, 2022, and Amendment No. 3 on March 1, 2023 (as amended, the "Schedule 13D"). Capitalized terms used in this Amendment No. 4 that are not otherwise defined have the meaning ascribed to them in the Schedule 13D.
Item 1 of the Schedule 13D is hereby amended and restated as follows:
This Schedule 13D relates to the shares of common stock, $0.0001 par value per share ("Common Stock"), of BurgerFi International, Inc., a Delaware corporation (the "Issuer"), which has its principal executive offices at 5271 California Avenue, Suite 270, Irvine, CA 92617. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
As of March 17, 2025, the Reporting Persons no longer hold beneficially any shares of Common Stock. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
This Amendment No. 4 is made in connection with the effectiveness of a plan of liquidation (the "Liquidation"). On September 11, 2024, the Issuer and 114 direct or indirect subsidiaries (collectively with the Issuer, the "Debtors") filed voluntary petitions for relief under chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the District Court of Delaware (the "Court"). The Debtors have been operating as debtors in possession in accordance with the applicable provisions of the Bankruptcy Code and their cases have been jointly administered under the caption In re BurgerFi International, Inc., Case No. 24-12017 (CTG).
On March 12, 2025, the Court entered an order (the "Confirmation Order") confirming the Second Amended Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation (the "Plan"). A copy of the Confirmation Order, with the Plan attached as Exhibit 1 thereto, is attached hereto as Exhibit 2. All applicable conditions set forth in the Plan have been satisfied or waived and the effective date of the Plan occurred on March 17, 2025 (the "Effective Date"). The Issuer filed with the Court a notice of the occurrence of the Effective Date.
Upon the occurrence of the Effective Date, all existing equity interests of the Issuer were cancelled and extinguished without consideration in accordance with the terms of the Plan. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. | |
| (b) | The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference. | |
| (c) | In connection with the Liquidation, all of the Reporting Persons' Common Stock were canceled and extinguished without consideration in accordance with the terms of the Plan. | |
| (d) | No person other than the Reporting Persons disclosed in this Schedule 13D is known to 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 subject to this Schedule 13D. | |
| (e) | The Reporting Persons ceased to be beneficial owners of more than five percent of the Common Stock on March 17, 2025. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
Exhibit 1 Joint Filing Agreement (incorporated by reference to Exhibit 1 to the Schedule 13D filed by Cardboard Box, LLC on November 15, 2021)
Exhibit 2 Findings of Fact, Conclusions of Law, and Order Confirming Second Amended Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation. (incorporated by reference to Exhibit 99.1 to the Issuer's Current Report on Form 8-K filed on March 18, 2025) | ||
| SIGNATURE | |
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.
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