Item 1.01. Entry into a Material Definitive Agreement.

Consents Under Credit Agreements



On May 12, 2023, F45 Training Holdings Inc., a Delaware corporation (the
"Company"), as borrower, the lenders party thereto and JPMorgan Chase Bank,
N.A., as administrative agent and Australian Security Trustee, entered into a
Consent Under Amended and Restated Credit Agreement, dated May 12, 2023 (the
"JPM Credit Agreement Consent") under the Amended and Restated Credit Agreement
dated as of August 13, 2021, as amended by that certain First Amendment to
Amended and Restated Credit Agreement dated as of December 20, 2021, as amended
by that certain Second Amendment to Amended and Restated Credit Agreement dated
as of May 13, 2022 and as amended by that certain Third Amendment to Amended ad
Restated Credit Agreement dated as of February 14, 2023 (as the same may be
amended, restated, supplemented, or otherwise modified from time to time, the
"JPM Credit Agreement"). In addition, on May 12, 2023, the Company, as borrower,
the lenders party thereto and Alter Domus (US) LLC, entered into a Consent Under
Subordinated Credit Agreement, dated May 12, 2023 (collectively with the JPM
Credit Agreement Consent, the "Credit Agreement Consents") under the Credit
Agreement, dated as of February 14, 2023, by and among the Company, as borrower,
the other loan parties party thereto, the lenders party thereto and Alter Domus
(US) LLC, as administrative agent and as Australian security trustee
(collectively with the JPM Credit Agreement, the "Credit Agreements"). Pursuant
to the Credit Agreement Consents, the parties to the Credit Agreements have
agreed to extend the deadlines under the Credit Agreements with respect to
delivery of the Company's audited financial statements for the year ended
December 31, 2022 and financial statements for the quarter ended March 31, 2023
(collectively, the "Financial Statements"), together with the accompanying
compliance certificates, subject to the terms and conditions set forth in the
Credit Agreement Consents.

As the Company reported in its Form 12b-25 filed with the Securities and
Exchange Commission on March 16, 2023 and its Form 12b-25 filed with the
Securities and Exchange Commission on May 10, 2023, the Company has been unable
to complete the Financial Statements because the Company and its independent
registered public accounting firm require time to complete certain items with
respect to the Company's financial statement preparation and review processes,
including management's assessment of the effectiveness of the Company's internal
controls over financial reporting for the periods covered by the Financial
Statements. The Company is not currently in a position to complete the Financial
Statements, or file its Annual Report on Form 10-K for the year ended December
31, 2022 (the "2022 Form 10-K") or its Quarterly Report on Form 10-Q for the
period ended March 31, 2023 (the "Form 10-Q"), but the Company continues to work
expeditiously to conclude its review and will file the 2022 Form 10-K and the
Form 10-Q as soon as practicable.

The foregoing summary of the Credit Agreement Consents does not purport to be a
complete description of the Credit Agreement Consents and is qualified in its
entirety by reference to the full text of the Credit Agreement Consents, copies
of which are attached hereto as Exhibit 10.1 and Exhibit 10.2 and incorporated
herein by reference.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

  Exhibit No.          Description

                         Consent Under Amended and Restated Credit Agreement, by and among F45
10.1                   Training Holdings Inc., the other Loan Parties

thereto, the Lenders party


                       thereto, and JPMorgan Chase Bank, N.A., as

Administrative Agent and Australian


                       Security Trustee, dated May 12, 2023.
                         Consent Under Subordinated Credit Agreement, dated as of February 14, 2023,
10.2                   by and among F45 Training Holdings Inc., as

borrower, the lenders party


                       thereto and Alter Domus (US) LLC, as administrative

agent for the secured


                       parties., dated May 12, 2023.
104                    Cover Page Interactive Data File (embedded within

the Inline XBRL document).

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