UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM
10-K/A

(Amendment
No. 1)



(Mark
One)



|[X] | ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------



For
the fiscal year ended December 29, 2019



OR



|[  ] | TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | --------------------------------------------------------------------------------------------



Commission
file number 001-38250



FAT
Brands Inc.

(Exact
name of registrant as specified in its charter)



|Delaware                                                          |  | 82-1302696                                                  
|----------------------------------------------------------------- |  | ------------------------------------------------------------
|(State
    or other jurisdiction ofincorporation or organization) |  | (I.R.S.
        Employer
        Identification
        No.)



9720
Wilshire Blvd., Suite 500

Beverly
Hills, CA 90212

(Address
of principal executive offices, including zip code)



(310)
319-1850

(Registrant’s
telephone number, including area code)



Securities
registered pursuant to Section 12(b) of the Act:



|Title
    of each class                       |  | Trading
    Symbol |  | Name
    of exchange on which registered
|--------------------------------------------- |  | ------------------ |  | ----------------------------------------
|Common
    Stock, $0.0001 par value per share |  | FAT                |  | The
    NASDAQ Stock Market LLC         



Securities
registered pursuant to Section 12(g) of the Act: None



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ]
No [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [  ]
No [X]



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large
    accelerated filer | [  ] | Accelerated
    filer         | [  ]
|--------------------------- | ---- | ----------------------------- | ----
|Non-accelerated
    filer   | [X]  | Smaller
    reporting company | [X] 
|Emerging
    growth company | [X]  |                               |     



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [X]



Indicate
by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes [  ] No [X]



The
aggregate market value of voting common stock held by non-affiliated stockholders as of June 30, 2019 was approximately $8,038,655.



As
of April 13, 2020, there were 11,876,659 shares of common stock outstanding.




















EXPLANATORY
NOTE



Reason
for this Amendment



This
Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K for the year ended
December 29, 2019 (the “Annual Report”) of FAT Brands Inc. (the “Company”, “we”
and “our”), as originally filed (the “Original Filing”) with the U.S. Securities and Exchange
Commission (the “SEC”) on April 28, 2020, to add the following disclosure regarding reliance by the Company
on the SEC order issued on March 4, 2020 (Release No. 34-88318) under Section 36 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), granting exemptions from specified provisions of the Exchange Act and certain rules thereunder,
as amended and superseded by Release No. 34-88465 issued on March 25, 2020 (collectively, the “Order”).



This
Amendment is being filed to include the disclosures below in the Annual Report in accordance with the Order, which were inadvertently
omitted from the Original Filing.



Reliance
on SEC Relief from Filing Requirements



The
Company filed the Original Filing on April 28, 2020 in reliance on the Order, permitting the delay in filing due to circumstances
related to the novel coronavirus pandemic (“COVID-19”). The Company filed, on March 30, 2020, a Current Report
on Form 8-K (the “Form 8-K”) indicating its intention to rely on the Order. As stated in the Form 8-K, the
Company required additional time to finalize the Annual Report by the original deadline of March 30, 2020 due to the outbreak
of, and local, state and federal governmental responses to, COVID-19. The Company’s operations have experienced disruptions
due to the circumstances surrounding the COVID-19 pandemic including, but not limited to, suggested and mandated social distancing
and shelter-in-place orders. The COVID-19-related shelter-in-place orders and resulting office closures have severely limited
access to our facilities by our financial reporting and accounting staff and the staff of our auditor, and thus impacted the Company’s
ability to fulfill required audit processes and procedures on a timely basis.



In
light of the impact of the factors described above, the Company was unable to compile and review certain information required
in order to permit it to timely file the Annual Report by March 30, 2020, the original filing deadline, without unreasonable effort
or expense. The Company relied on the Order in furnishing the Form 8-K by the original filing deadline of the Annual Report.



In
accordance with Rules 12b-15 and 13a-14 under the Exchange Act, the Company has also amended Part IV, Item 15 to include currently
dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company’s principal executive officer
and principal financial officer. Because no financial statements have been included in this Amendment, and this Amendment does
not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications
have been omitted. Similarly, because no financial statements have been included in this Amendment, certifications pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.



Except
as described above, this Amendment does not amend, modify or update the information in, or exhibits to, the Original Filing, and
we have not updated disclosures included therein to reflect any subsequent developments or events. This Amendment should be read
in conjunction with the Original Filing and with our other filings made with the SEC subsequent to the filing of the Original
Filing.











PART
IV



ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



|(b) | Exhibits
|--- | --------



|Exhibit |  |                                                                                                 |  | Incorporated
    By Reference to |  | Filed  
|------- |  | ----------------------------------------------------------------------------------------------- |  | -------------------------------- |  | -------
|Number  |  | Description                                                                                     |  | Form                             |  | Exhibit
|        |  |                                                                                                 |  |                                  |  |        
|31.1    |  | Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |  |                                  |  |        
|31.2    |  | Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |  |                                  |  |        











SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 as amended, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                       | FAT
    BRANDS INC.
|---------------------- | -------------------
|                       |                    
|Date:
    May 14, 2020 | By:                
|                       |                    
|                       |