Ittella International and Forum Merger II Corporation Complete Business Combination to Form Tattooed Chef, Inc.
October 15 2020 - 11:55AM
Ittella International, a plant-based food company with a broad
portfolio of innovative products, and Forum Merger II Corporation
(“Forum”)(Nasdaq: FMCI), a special purpose acquisition company,
today announced that they have completed their business combination
to form Tattooed Chef, Inc. (“Tattooed Chef”). Tattooed Chef’s
common stock and warrants will begin trading on Nasdaq under the
ticker symbols “TTCF” and “TTCFW”, respectively, starting October
16, 2020.
“I am incredibly proud of our team’s hard work
and dedication,” said Sam Galletti, President and CEO of Tattooed
Chef. “We have significant growth opportunities and believe we are
positioned to accelerate that growth. We will continue to build
brand awareness, expand distribution with new and existing
customers, continue to launch innovative products, and invest in
our infrastructure to capitalize on the global plant-powered food
market.”
“The Tattooed Chef brand was created to meet the
growing demand for great tasting plant-based foods. We offer
convenience without sacrificing quality, nutritional value or
freshness,” added Sarah Galletti, Creative Director and “The
Tattooed Chef”. “As a public company, we expect to broaden our
consumer reach and are thrilled to share our innovative products
with more households across the country and the world.”
“We are excited to complete this transaction and
believe Tattooed Chef has a long runway for growth in the global
plant-powered food market,” said David Boris, Co-CEO and CFO of
Forum. Sam and his team have done an extraordinary job delivering
operational and financial results and we look forward to partnering
with management to help create value for our stockholders.”
Tattooed Chef will continue be led by its
existing management team: Sam Galletti, President and CEO, Chuck
Cargile, CFO, Stephanie Dieckmann, COO, and Sarah Galletti, the
creator of Tattooed Chef and Creative Director.
Key Transaction
Details
Tattooed Chef intends to use the proceeds from
the transaction to accelerate its growth and for general corporate
purposes. Tattooed Chef’s shareholders retained approximately 80%
of their equity stake, which represents a nearly 60% ownership in
Tattooed Chef following completion of the business combination.
Harrison Co. acted as financial advisor to
Ittella International. Rutan & Tucker, LLP served as legal
counsel to Ittella International. Jefferies LLC served as sole
M&A advisor to Forum. EarlyBirdCapital, Inc. served as
financial advisor to Forum. White & Case LLP served as legal
counsel to Forum.
About Tattooed Chef
Tattooed Chef is a leading plant-based food
company offering a broad portfolio of innovative plant-based food
products that taste great and are sustainably sourced. Tattooed
Chef’s signature products include ready-to-cook bowls, zucchini
spirals, riced cauliflower, acai and smoothie bowls, and
cauliflower pizza crusts, which are available in the frozen food
sections of leading national retail food stores across the United
States. Understanding consumer lifestyle and food trends, and a
commitment to innovation, allows Tattooed Chef to continuously
introduce new products. Tattooed Chef provides great-tasting,
approachable, and innovative products not only to the growing group
of consumers who seek to adopt a plant-based lifestyle, but to any
of the “People Who Give a Crop™”. For more information, please
visit www.tattooedchef.com.
About Forum Merger II
Corporation
Forum Merger II Corporation, sponsored by
Marshall Kiev and David Boris, was organized to consummate a
business combination with a private company which was looking to
grow its business, add liquidity for its owners and create a
significant equity opportunity for key management. It is the second
special purpose acquisition company (“SPAC”) organized by Messrs.
Kiev and Boris to complete a business combination. More information
is available at www.forummerger.com.
Forward-Looking Statements
Certain statements made in this release are
“forward looking statements” within the meaning of the “safe
harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. When used in this release, the words
“estimates,” “projected,” “expects,” “anticipates,” “forecasts,”
“plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,”
“future,” “propose,” “runway,” “trend,” “accelerate,” “continues,”
“on-track,” “opportunities” and variations of these words or
similar expressions (or the negative versions of such words or
expressions) are intended to identify forward-looking statements.
These forward-looking statements are not guarantees of future
performance, conditions or results, and involve a number of known
and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside Forum’s or Tattooed Chef's
control, that could cause actual results or outcomes to differ
materially from those discussed in the forward-looking statements.
Important factors, among others, that may affect actual results or
outcomes include: uncertainty surrounding the launch and ultimate
success of Tattooed Chef’s e-commerce platform; the need to prove
Tattooed Chef’s ability to increase distribution to new retail
customers, build brand awareness and continue to launch innovative
products; the outcome of any legal proceedings that may be
instituted against Tattooed Chef; the inability to recognize the
anticipated benefits of the business combination, which may be
affected by, among other things, competition and the ability of the
combined business to grow and manage growth profitably; the ability
to meet Nasdaq’s listing requirements following the consummation of
the business combination; costs related to the business
combination; and other risks and uncertainties indicated from time
to time in the definitive proxy statement filed by Forum with the
Securities and Exchange Commission (the “SEC”) in connection with
the business combination, including those under “Risk Factors”
therein, and other factors identified in Forum’s prior and Tattooed
Chef’s future filings with the SEC, available at www.sec.gov. Some
of these risks and uncertainties may be amplified by the COVID-19
outbreak. Neither Forum nor Tattooed Chef undertakes any obligation
to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law.
ContactInvestor Relations(212)
739-7860investors@forummerger.com
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