Fat Brands, Inc — Major Shareholding Notification 2018

Feb 14, 2018

SC 13G 1 sc13g.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO §240.13d-2

FAT Brands Inc.

(Name of Issuer)

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

30258N105 (CUSIP Number)

December 31, 2017 (Date of Event which Requires Filing of this Statement)

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

[ ] Rule 13d-1 (b)

[ ] Rule 13d-1 (c)

[X] Rule 13d-1 (d)

• 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).

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CUSIP No. 30258N105 Schedule 13G Page 2 of 6 pages

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| 1 | NAME
OF REPORTING PERSON Fog
Cutter Capital Group, Inc. |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
[ ] (b)
[ X ] Joint Filing |
| 3 | SEC
USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Maryland |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON | SOLE
VOTING POWER -0- |
| --- | --- |
| 6 | SHARED
VOTING POWER 8,000,000 |
| | SOLE
DISPOSITIVE POWER 8,000,000 |
| 8 | SHARED
DISPOSITIVE POWER -0- |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,000,000 |
| --- | --- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 80.0
% |
| 12 | TYPE
OF REPORTING PERSON* CO |

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CUSIP No. 30258N105 Schedule 13G Page 3 of 6 pages

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| 1 | NAME
OF REPORTING PERSON Anthony
M.V. Coombs |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
[ ] (b)
[ X ] Joint Filing |
| 3 | SEC
USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United
Kingdom |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON | SOLE
VOTING POWER -0- |
| --- | --- |
| 6 | SHARED
VOTING POWER 8,000,000 |
| | SOLE
DISPOSITIVE POWER -0- |
| 8 | SHARED
DISPOSITIVE POWER -0- |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,000,000 |
| --- | --- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 80.0
% |
| 12 | TYPE
OF REPORTING PERSON* IN |

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CUSIP No. 30258N105 Schedule 13G Page 4 of 6 pages

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| Item
1. — (a) | Name
of Issuer: FAT Brands Inc. | | |
| --- | --- | --- | --- |
| (b) | Address
of Issuer’s Principal Executive Offices: | | |
| | 9720
Wilshire Blvd., Suite 500 | | |
| | Beverly
Hills, CA 90212 | | |
| Item
2. | | | |
| (a) | Name
of Person Filing: | | |
| | (i) | Fog
Cutter Capital Group, Inc. | |
| | (ii) | Anthony
M.V. Coombs | |
| (b) | Address
of Principal Business Office or if none, Residence: | | |
| | 9720
Wilshire Blvd., Suite 500 | | |
| | Beverly
Hills, CA 90212 | | |
| (c) | Citizenship: | | |
| | (i) | Fog
Cutter Capital Group, Inc. – Maryland | |
| | (ii) | Anthony
M.V. Coombs – United Kingdom | |
| (d) | Title
of Class of Securities: Common Stock, $0.0001 par value | | |
| (e) | CUSIP
Number: 30258N105 | | |
| Item
3. | Not
Applicable | | |
| Item
4 . | Ownership. | | |
| (a) | Amount
Beneficially Owned: 8,000,000 shares of common stock | | |
| | (b) | Percent
of Class: 80%, based on 10,000,000 shares of common stock outstanding as of December 31, 2017 | |
| | (c) | Number
of shares as to which such person has: | |
| | | (i) | sole
power to vote or to direct the vote: 0 shares |
| | | (ii) | shared
power to vote or to direct the vote: 8,000,000 shares |
| | | (iii) | sole
power to dispose or to direct the disposition of: 8,000,000 shares |
| | | (iv) | shared
power to dispose or to direct the disposition of: 0 shares |

Fog Cutter Capital Group, Inc. (“FCCG”) entered into a Voting Agreement, dated October 20, 2017 (the “Voting Agreement”), with FAT Brands Inc. (the “Issuer”), pursuant to which FCCG agreed, subject to certain conditions, to vote all of its stock in the Issuer at annual and special meetings of stockholders, and any actions taken by written consent of stockholders, in the same proportion as the votes or consents cast by other stockholders of the Issuer on all matters, except matters involving the sale, merger or change of control of the Issuer. FCCG’s obligations under the Voting Agreement are conditioned upon receipt from the U.S. Internal Revenue Service (“IRS”) of a favorable private letter ruling confirming that, for United States federal income tax purposes, the voting arrangement provided in the Voting Agreement will not prevent FCCG from filing consolidated federal income tax returns with the Issuer and its subsidiaries. The voting arrangement under the Voting Agreement will only become effective following FCCG’s receipt of a favorable private letter ruling from the IRS.

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CUSIP No. 30258N105 Schedule 13G Page 5 of 6 pages

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Until such time that a favorable private letter ruling is received from the IRS, FCCG has formed a special committee (the “Special Committee”), which has been delegated the authority by the Board of Directors of FCCG to vote all of the voting stock of the Issuer held by FCCG at annual and special meetings of stockholders and any actions taken by written consent of stockholders, except with respect to matters involving the sale, merger or change of control of the Issuer, which will be considered by the entire Board of FCCG. The Special Committee consists only of individuals who are acceptable to The Nasdaq Stock Market LLC, and currently includes one member, Mr. Anthony M.V. Coombs.

| Item
5. | Ownership
of Five Percent or Less of a Class: Not Applicable |
| --- | --- |
| Item
6. | Ownership
of More than Five Percent on Behalf of Another Person: Not Applicable |
| Item
7. | Identification
and Classification of Subsidiary Which Acquired the Securities: 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. | Certifications: Not Applicable |

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CUSIP No. 30258N105 Schedule 13G Page 6 of 6 pages

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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.

February 14, 2018

| Fog
Cutter Capital Group, Inc. | |
| --- | --- |
| By: | /s/
Ron Roe |
| Name: | Ron
Roe |
| Title: | Chief
Financial Officer |
| | /s/
Anthony M.V. Coombs |
| | Anthony
M.V. Coombs |

| Exhibit
Number | Exhibit
Description |
| --- | --- |
| A. | Joint Filing Agreement, dated February 14, 2018 |
| B. | Voting
Agreement, dated October 20, 2017, between FAT Brands Inc. and Fog Cutter Capital Group, Inc. (incorporated by reference to
Exhibit 10.3 to Form 10-Q of FAT Brands Inc., filed on December 4, 2017). |

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