UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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EXPLANATORY NOTE
This Amendment amends the Original Form 8-K solely to include the consolidated financial statements of Alani Nu and the pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K, respectively. No other amendments are being made to the Original Form 8-K.
Except as set forth in this Amendment, the disclosure contained in the Original Form 8-K remains unchanged, and this Amendment should be read together with the Original Form 8-K, which provides a more complete description of the Alani Nu Acquisition.
The pro forma financial information included in this Amendment has been presented for informational purposes only, is based on various adjustments and assumptions and is not necessarily indicative of what Celsius’ consolidated statement of operations or consolidated balance sheet would have been had the Alani Nu Acquisition been completed as of the dates indicated, nor is such information necessarily indicative of what Celsius’ consolidated statement of operations or balance sheet will be for any future periods.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial statements of businesses or funds acquired. |
The audited consolidated financial statements of Alani Nutrition LLC and Subsidiary as of and for the years ended December 31, 2024 and 2023 are filed herewith as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by reference.
| (b) | Pro forma financial information. |
Unaudited pro forma condensed combined financial statements as of and for the year ended December 31, 2024 are filed herewith as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by reference.
| (d) | Exhibits |
| Exhibit No | Description | |
| 23.1 | Consent of Independent Certified Public Accountants | |
| 99.1 | Audited consolidated financial statements of Alani Nutrition LLC and Subsidiary as of and for the years ended December 31, 2024 and 2023 | |
| 99.2 | Unaudited pro forma condensed combined financial statements as of and for the year ended December 31, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CELSIUS HOLDINGS, INC. | ||||||
| Date: June 12, 2025 | By: | /s/ Jarrod Langhans | ||||
| Jarrod Langhans, Chief Financial Officer | ||||||