Item 8.01 Other Events

As previously disclosed, on February 17, 2023, Tattooed Chef, Inc., a Delaware corporation (the "Company"), filed a petition in the Delaware Court of Chancery pursuant to Section 205 of the Delaware General Corporation Law seeking validation of (i) the Company's Second Amended and Restated Certificate of Incorporation (the "New Certificate"), which, among other things, included (a) a reclassification 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 (b) upon completion of the Reclassification, an increase in the number of authorized shares of Common Stock of the Company (the "Common Stock Increase Amendment"), and (ii) the shares issued in reliance on the effectiveness of the New Certificate and Common Stock Increase Amendment to resolve any uncertainty with respect to those matters. 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.).

On March 6, 2023, the Court of Chancery held a hearing in the Section 205 proceeding and issued an order granting the Company's petition validating the New Certificate, the Common Stock Increase Amendment and all shares of capital stock of the Company issued in reliance on the effectiveness of the New Certificate and the Common Stock Increase Amendment, and all other corporate actions and transactions taken in reliance on the effectiveness of the New Certificate and the Common Stock Increase Amendment. A copy of the Court's order is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

EXHIBIT
NUMBER                     DESCRIPTION
99.1                         Order entered by the Delaware Court of Chancery on March 6, 2023
104                        Cover Page Interactive Data File (embedded within the Inline XBRL
                           document)


                                       1

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses