F45 Training Holdings Inc. (the “Company” or “F45”) announced today the pricing of its initial public offering of 20,312,500 shares of its common stock, 18,750,000 of which are being offered by the Company and 1,562,500 of which are being offered by the selling stockholder named in the prospectus, at a price of $16.00 per share (before underwriting discounts and commissions). The Company and the selling stockholder have granted the underwriters a 30 day option to purchase up to an additional 3,046,875 shares of common stock. The shares will begin trading tomorrow on the New York Stock Exchange under the symbol “FXLV” and the offering is expected to close on July 19, 2021.

The Company intends to use the net proceeds from the offering to repay indebtedness, to pay the purchase price for the Company’s acquisition of certain assets of the Flywheel indoor cycling studio business, to pay cash bonuses to certain employees, to pay expenses incurred in connection with the offering and for working capital and general corporate purposes.

Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are acting as joint leading book-running managers and representatives of the underwriters for the offering. Robert W. Baird & Co. Incorporated, Cowen and Company, LLC, Guggenheim Securities, LLC, Macquarie Capital (USA) Inc., MUFG Securities Americas Inc. and Roth Capital Partners are acting as co-managers for the offering.

The offering of these securities will be made only by means of a prospectus. Copies of the final prospectus relating to the offering can be obtained from: Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, NY 10282, by email at prospectus-ny@ny.email.gs.com, or by telephone at (866) 471-2526; or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (866) 803-9204, or by email at prospectus-eq_fi@jpmchase.com.

A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on July 14, 2021. This press release shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About F45

F45 offers consumers functional 45-minute workouts that are effective, fun and community-driven. F45 utilizes proprietary technologies: a fitness programming algorithm and a patented technology-enabled delivery platform that leverages a rich content database of over 3,900 unique functional training movements to offer new workouts each day and provide a standardized experience across the Company’s global footprint.

Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements may be identified by the use of words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these words, variations of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. These forward-looking statements include statements regarding the commencement of trading of the Company’s common stock on the New York Stock Exchange and the consummation of the offering. Such forward-looking statements are subject to various risks and uncertainties. Forward-looking statements are based on current information available at the time the statements are made and on management’s reasonable belief or expectations with respect to future events, and are subject to risks and uncertainties, many of which are beyond the Company’s control, that could cause actual performance or results to differ materially from the belief or expectations expressed in or suggested by the forward-looking statements. Additional factors or events that could cause actual results to differ may also emerge from time to time, and it is not possible for the Company to predict all of them. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect future events, developments or otherwise, except as may be required by applicable law. Investors are referred to the Company’s registration statement for additional information regarding the risks and uncertainties that may cause actual results to differ materially from those expressed in any forward-looking statement.

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