SEC Comment Letter 0000000000-22-013920 to F45 Training Holdings Inc. (FXLV) (CIK 0001788717)
F45 Training Holdings Inc. (FXLV) (CIK 0001788717)
Date: Dec. 27, 2022 · CIK: 0001788717 · Accession: 0000000000-22-013920
AI Filing Summary & Sentiment
Reasoning
Letter
United States securities and exchange commission logo December 27, 2022 Ben Coates Interim Chief Executive Officer F45 Training Holdings Inc. 3601 South Congress Avenue, Building E Austin, Texas 78704 Re:F45 Training Holdings Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed March 23, 2022 File No. 1-40590 Dear Ben Coates: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2021 Item 1. Business Our Competitive Strength Predictable, Asset-Light Model Driving Rapid Growth, page 6 1.We note you disclose the margin for Adjusted EBITDA. Please present with greater or equal prominence the comparable margin, net income/ (loss) margin, computed on a GAAP basis wherever this non-GAAP margin is presented. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the staff's Compliance and Disclosure Interpretations "Non-GAAP Financial Measures." In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
FirstName LastNameBen Coates Comapany NameF45 Training Holdings Inc. December 27, 2022 Page 2 FirstName LastName Ben Coates F45 Training Holdings Inc. December 27, 2022 Page 2 You may contact Ta Tanisha Meadows at (202) 551-3322 or Angela Lumley at (202) 551-3398 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
December 27, 2022
Ben Coates
Interim Chief Executive Officer
F45 Training Holdings Inc.
3601 South Congress Avenue, Building E
Austin, Texas 78704
Re:F45 Training Holdings Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 23, 2022
File No. 1-40590
Dear Ben Coates:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment. In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Item 1. Business
Our Competitive Strength
Predictable, Asset-Light Model Driving Rapid Growth, page 6
1.We note you disclose the margin for Adjusted EBITDA. Please present with greater or
equal prominence the comparable margin, net income/ (loss) margin, computed on a
GAAP basis wherever this non-GAAP margin is presented. Refer to
Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the staff's Compliance
and Disclosure Interpretations "Non-GAAP Financial Measures."
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
FirstName LastNameBen Coates
Comapany NameF45 Training Holdings Inc.
December 27, 2022 Page 2
FirstName LastName
Ben Coates
F45 Training Holdings Inc.
December 27, 2022
Page 2
You may contact Ta Tanisha Meadows at (202) 551-3322 or Angela Lumley at (202)
551-3398 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services