Sec Form 13G Filing - BASSO CAPITAL MANAGEMENT L.P. filing for TATTOOED CHEF INC CLASS A (TTCFQ) - 2020-04-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

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SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No.)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

 (Date of Event which Requires Filing of this Statement)

 

 Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

Continued on following pages

Page 1 of 11 Pages

Exhibit Index: Page 10

CUSIP No. 34986F103

Page 2 of 11 Pages

1	NAMES OF REPORTING PERSONS
	BASSO SPAC FUND LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			1,102,602
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			1,102,602
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,102,602
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.34 %
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

Forum Merger II Corporation (the “Issuer”)

1615 South Congress Avenue, Suite 103, Delray Beach, FL 33445

This Statement is filed on behalf of the following persons (collectively, the “Reporting Persons”):

This Statement relates to Shares (as defined herein) directly beneficially owned by Basso SPAC. Basso Management is the manager of Basso SPAC. BCM serves as the investment manager of Basso SPAC. Basso GP is the general partner of BCM. Mr. Fischer is the principal portfolio manager for Basso SPAC, the Chief Executive Officer and a Founding Managing Partner of BCM, and a member of each of Basso Management and Basso GP. Accordingly, each of Basso Management, BCM, Basso GP and Mr. Fischer may be deemed to indirectly beneficially own the Shares reported herein.

The address of the principal business office of each of the Reporting Persons is 1266 East Main Street, Fourth Floor, Stamford, Connecticut 06902.

Each of Basso SPAC, Basso Management, and Basso GP is a Delaware limited liability company. BCM is a Delaware limited partnership. Mr. Fischer is a citizen of the United States.

 

Class A common stock, par value $0.0001 per share (the “Shares”)

Item 2(e).

CUSIP Number:

34986F103

This Item 3 is not applicable.

Item 4(a)

Amount Beneficially Owned:

As of April 15, 2020, each of the Reporting Persons may be deemed the beneficial owner of 1,102,602 Shares. This amount consists of (i) 1,102,202 Shares, and (ii) 400 Shares underlying units (“Units”). This amount excludes the rights to receive Shares (“Rights”) and warrants to purchase Shares (“Warrants”), if any, underlying the Units and/or held directly by the Reporting Persons, because the Reporting Persons do not have the right to acquire the Shares underlying the Rights or Warrants within 60 days.

As of April 15, 2020, each of the Reporting Persons may be deemed the beneficial owner of approximately 5.34% of Shares outstanding. (There were 20,655,000 Shares outstanding as of March 10, 2020, according to the Issuer’s Form 10-K, filed on March 11, 2020.)

Item4 (c)

Number of Shares as to which such person has:

 

 

Item 5.

Ownership of Five Percent or Less of a Class:

This Item 5 is not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

This Item 6 is not applicable.

See disclosure in Item 2 hereof.

Item 8.

Identification and Classification of Members of the Group:

This Item 8 is not applicable.

Item 9.

Notice of Dissolution of Group:

This Item 9 is not applicable.
 

Item 10.

Certification:

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.

 

SIGNATURE

 

	BASSO SPAC FUND LLC
	By:	/s/ Howard I. Fischer
		Howard I. Fischer
		Authorized Signatory

 

 

EXHIBIT INDEX

 

Ex.		Page No.
A	Joint Filing Agreement	11

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