Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On November 15, 2022, Chris Payne, Chief Financial Officer and a member of the Board of Directors (the "Board") of F45 Training Holdings Inc. (the "Company"), notified the Company that he was resigning from his positions as Chief Financial Officer and director, effective immediately, to address immediate personal and family matters in Australia. Mr. Payne will continue to support the Company in an advisory capacity. At the time of his resignation, Mr. Payne did not serve on any committees of the Board. Mr. Payne's resignation is not the result of any disagreement with the Company relating to its operations, policies or practices or with its Board or management.

A copy of the Company's press release announcing the resignation of Mr. Payne as Chief Financial Officer and director is attached as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

Exhibit
  No.       Description

99.1          Press Release, dated November 21, 2022.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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