Item 8.01 Other Events

On October 15, 2020, Forum Merger II Corporation ("Forum"), the predecessor to Tattooed Chef, Inc. (the "Company"), held a special meeting of stockholders (the "Special Meeting") to approve certain matters relating to the business combination between Forum and Myjojo, Inc. ("Myjojo"). One of these matters was a proposal to approve Forum's proposed second amended and restated certificate of incorporation (the "New Certificate of Incorporation") which, among other things, would (i) have the effect of reclassifying all Class A common stock shares and Class B common stock shares into a single class of common stock ("Common Stock" and such reclassification, the "Reclassification"), and (ii) upon completion of the Reclassification, increase the number of authorized shares of Common Stock of the Company from 111,000,000 shares, consisting of 100,000,000 shares of Class A common stock, 10,000,000 shares of Class B common stock and 1,000,000 shares of preferred stock to 1,010,000,000 shares, which would consist of 1,000,000,000 shares of common stock, and 10,000,000 shares of preferred stock. The New Certificate of Incorporation was approved by a majority of the shares of Class A and Class B common stock of Forum, voting together as a single class, that were outstanding as of the record date for the Special Meeting. After the Special Meeting, Forum and Myjojo closed the business combination, and Forum changed the Company's name to "Tattooed Chef, Inc."

A recent ruling by the Court of Chancery introduces uncertainty as to whether Section 242(b)(2) of the Delaware General Corporation Law (the "DGCL") would have required the New Certificate of Incorporation to be approved by a separate vote of the majority of Forum's then-outstanding shares of Class A common stock.

In light of the recent Court of Chancery decision, on February 17, 2023, the Company filed a petition in the Court of Chancery pursuant to Section 205 of the DGCL seeking validation of the New Certificate of Incorporation and the shares issued in reliance on the effectiveness thereof to resolve any uncertainty with respect to those matters. Section 205 of the DGCL permits the Court of Chancery, in its discretion, to ratify and validate potentially defective corporate acts after considering a variety of factors.

The Section 205 proceeding filed by the Company in the Court of Chancery is captioned In re Tattooed Chef, Inc., C.A. No. 2023-0207-LWW (Del. Ch.). A copy of the Company's petition filed in the Section 205 Action is attached as an exhibit to this Form 8-K. The same day the Section 205 proceeding was filed, the Company also moved that the Court's consideration of the Section 205 proceeding be expedited. The Court of Chancery granted the Company's motion for expedited proceedings and directed the Company to notify stockholders that the Court of Chancery will hold a final hearing to consider the merits of the petition filed by the Company in the Section 205 proceeding on March 6, 2023, at 9:35 a.m. Eastern Time, at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801 (the "Section 205 Hearing"). This Form 8-K constitutes notice of the Section 205 Hearing. If any stockholder of the Company wishes to express a position on the Section 205 proceeding, such stockholders of the Company may (i) appear at the Section 205 Hearing, or (ii) file a written submission with the Register in Chancery, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, referring to the case caption, In re Tattooed Chef, Inc., C.A. No. 2023-0207-LWW (Del. Ch.), in advance of the Section 205 Hearing, and any such written submission should be emailed to the Company's counsel, John D. Hendershot, Richards, Layton & Finger, P.A., at Hendershot@RLF.com.

If the Company is not successful in the Section 205 proceeding, the uncertainty with respect to the Company's capitalization resulting from the Court of Chancery's ruling referenced above could have a material adverse impact on the Company, including on the Company's ability to complete equity or debt financing transactions or issue stock-based compensation to its employees, directors and officers until the underlying issues are definitively resolved. This uncertainty could impair the Company's ability to execute its business plan, attract and retain employees, management and directors and adversely affect its commercial relationships.

Forward-Looking Statements

This report includes forward looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as "feel," "believes," expects," "estimates," "projects," "intends," "should," "is to be," or the negative of such terms, or other comparable terminology. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors. With respect to the matters addressed in this report, no assurances can be made regarding the outcome of our proceeding pursuant to Section 205 of the Delaware General Corporation Law or any claims, proceedings or litigation regarding the authorization of our common stock. Our Section 205 proceeding is, and any other litigation regarding the authorization of our stock would be, subject to


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uncertainties inherent in the litigation process, and may not result in timely resolution of the uncertainty regarding our capitalization, if at all. If we are unsuccessful in the Section 205 proceeding, claims alleging that a portion of our Common Stock was not authorized could have a material adverse effect on the Company, including on our ability to complete financing transactions. Additional information on potential factors that could affect the financial results of the Company and its forward-looking statements is included in its most recent Form 10-K and subsequent filings with the Securities and Exchange Commission. All forward-looking statements are qualified in their entirety by this cautionary statement. Any forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this report.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

EXHIBIT
NUMBER                     DESCRIPTION
99.1                         Petition filed by Tattooed Chef, Inc. in the Delaware Court of
                           Chancery on February 17, 2023
104                        Cover Page Interactive Data File (embedded within the Inline XBRL
                           document)


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