FXLV F45 Training Holdings Inc

Item 1. Security and Issuer.

This Amendment #1 to Schedule 13G (the “Amendment”) relates to the common stock, par value $0.00005 per share (the “Common Stock”) of F45 Training Holdings Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 3601 South Congress Avenue, Building E, Austin, Texas 78704.

Item 2. Identity and Background.

Item 3.  

Not applicable. 

Item 4. Ownership.

The information required by Items 4(a)-(c) is set forth with respect to each Reporting Person in Rows (5)-(9) and Row (11) of the respective cover page for each such Reporting Person and is incorporated herein by reference.

The beneficial ownership percentages disclosed on the cover pages of this Amendment and below are based on 97,315,803 shares of Common Stock outstanding as of November 11, 2022, as reported in the Issuer’s Form 10-Q filed with the SEC on November 14, 2022.

L1 Capital Pty is the investment manager of L1 Long Short Fund Limited, an Australian public company limited by shares, L1 Capital Long Short Fund, an Australian domiciled managed investment scheme, and L1 Capital Long Short (Master) Fund, a Cayman Islands exempted company with limited liability, the entities which acquired a total of 4,627,101 shares of the Issuer’s Common Stock. L1 Capital Pty has shared voting and dispositive power over these shares. Accordingly, L1 Capital Pty may be deemed to beneficially own 4,627,101 shares of the Issuer’s Common Stock representing 4.75% of outstanding Common Stock.

As the sole owner of L1 Capital Pty Ltd, First Maven Pty Ltd may be deemed to beneficially own 4,627,101 shares of the Issuer’s Common Stock representing 4.75% of outstanding Common Stock.

As the Directors of First Maven Pty Ltd, each of Mr. Landau and Mr. Lamm may be deemed to beneficially own 4,627,101 shares of the Issuer’s Common Stock representing 4.75% of outstanding Common Stock. First Maven Pty Ltd, Mr. Landau and Mr. Lamm have shared voting and dispositive power over these shares of Common Stock.

L1 Capital Pty Ltd, First Maven Pty Ltd and Messrs. Landau and Lamm expressly disclaimed beneficial ownership of the shares reported by this Amendment, as permitted by Rule 13d-4.

Item 5. Ownership of 5 Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following. ☒

Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

See Item 4 above.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURES

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.

Joint Filing Agreement

The undersigned agree to jointly file a Schedule 13G relating to their beneficial ownership of the Common Stock of F45 Training Holdings Inc.