PROSPECTUS SUMMARY
This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information that you should
consider before deciding to invest in our securities. You should read this entire prospectus carefully, including the section titled, Risk Factors, and our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on
Form 10-Q (which descriptions are incorporated by reference herein), as well as the other information contained or incorporated by reference in this prospectus before making an investment decision.
General
Opes Acquisition Corp. was
formed as a blank check company incorporated in Delaware on July 24, 2017 for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with
one or more operating businesses or entities. BurgerFi International, LLC was formed in Delaware on April 15, 2011. On December 16, 2020, to effectuate the Business Combination, Opes Acquisition Corp. purchased 100% of the membership
interests of BurgerFi International, LLC from the Members of BurgerFi International, LLC, resulting in BurgerFi International, LLC becoming a wholly owned subsidiary of Opes, Subsequently, in connection with this Business Combination,
Opes changed its name to BurgerFi International, Inc. On December 16, 2020, as a result of the consummation of the Business Combination, which fulfilled the initial Business Combination requirement of Opess
Certificate of Incorporation, as amended and restated, the Company ceased to be a shell company. References to the Post-Combination Company refer to BurgerFi International, Inc. after the consummation of the Business
Combination. Unless the context otherwise requires, all references to we, us, our, BurgerFi and the Company and other similar references refer to the Post-Combination
Company and, unless otherwise stated, all of its subsidiaries. All references to Opes refer to the Company before the closing of the Business Combination.
We are a fast-casual better burger concept with 116 franchised and corporate-owned restaurants as of September 30, 2021, renowned for delivering
an exceptional, all-natural premium burger experience in a refined, contemporary environment. We offer a classic American menu of premium burgers, hot dogs, crispy chicken, frozen custard, hand-cut fries and onion rings, shakes, beer, wine and more. Originally founded in February 2011 in sunny
Lauderdale-by-the-Sea, Florida, the purpose was simple redeFining the way the world eats burgers by providing an upscale
burger offering, at a fast-casual price point. We have become the go-to burger restaurant for good times and high-quality food across the United States and beyond. Known for delivering the all-natural burger experience in a fast-casual environment, we are committed to an uncompromising and rewarding dining experience that promises fresh food of transparent quality.
Today, we are among the nations fastest-growing better burger concepts and took the No. 1 spot on Fast Casual Restaurants Top 100
Movers & Shakers for 2021, ranked Top Better Burger chain in Fast Casual Restaurants in USA Todays 10 Best Readers Choice for 2021, placed as the Top Better Burger Chain in Fast Casuals Top 100 Movers & Shakers
list in 2021, named QSR Magazines Breakout Brand of the Year for 2020, named Best Burger Joint by Consumer Reports and fellow public interest organizations in the 2019 Chain Reaction Study, and listed as a Top Restaurant
Brand to Watch by Nations Restaurant News in 2019. We were also featured in the fourth annual Chain Reaction antibiotic scorecard by National Resources Defense Council and Consumer Reports with an A rating one of only
two brands serving passing grade beef.
Since our inception, we have grown steadilywith 116 BurgerFi restaurants, as of September 30, 2021, in 2
countries and 22 states and Puerto Ricoand we continue to expand, bringing the BurgerFi experience to new guests around the world.
Recent Developments
On
October 8, 2021, the Company entered into a Stock Purchase Agreement (the Original Purchase Agreement) with Hot Air and Cardboard, pursuant to which the Company agreed to the Stock Acquisition. Hot Air, through its subsidiaries,
owns the business of operating upscale casual dining restaurants in the specialty pizza and wings segment under the name Anthonys Coal Fired Pizza & Wings (ACFP). On November 3, 2021, the Company, Hot Air and
Cardboard entered into the A&R Stock Purchase Agreement in order to amend and restate the Original Purchase Agreement with respect to certain provisions, including the treatment of the in-the-money options previously issued to employees and
directors of Hot Air under the Hot Air, Inc. Amended and Restated 2016 Stock Option Plan. On November 3, 2021, the Stock Acquisition was completed. Hot Airs audited financial statements for the years ended January 4, 2021 and
December 30, 2019 and unaudited interim financial statements for the periods ended October 4, 2021 and September 28, 2020 and pro forma condensed combined financial information as of and for the nine months ended September 30, 2021 and the
year ended December 31, 2020 included in the Companys Current Report on Form 8-K filed by the Company on January 3, 2022 are incorporated by reference into this registration statement.
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