Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 16, 2023, F45 Training Holdings Inc. (the "Company") received a notice from the New York Stock Exchange (the "NYSE") that, as of May 15, 2023, it was not in compliance with the continued listing standard set forth in Section 802.01C of the NYSE Listed Company Manual because the average closing price of the Company's Common Stock (the "Common Stock") was less than $1.00 per share over a consecutive 30 trading-day period. The notice has no immediate impact on the listing of the Common Stock on the NYSE, subject to the Company's compliance with the NYSE's other continued listing requirements.

The Company intends to consider a number of available alternatives to cure its non-compliance with the applicable price criteria in the NYSE's continued listing standards. Pursuant to Section 802.01C, the Company has a period of six months following the receipt of the notice to regain compliance with the minimum share price requirement. The Company can regain compliance with the minimum share price requirement at any time during the six-month cure period if, on the last trading day of any calendar month during the cure period or on the last day of the cure period, the Company has (i) a closing share price of at least $1.00, and (ii) an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

  Exhibit No.          Description

99.1                     Press Release dated May 22, 2023.
104                    Cover Page Interactive Data File (embedded within the Inline XBRL document).

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