0001844642 false --12-31 0001844642 2022-12-22 2022-12-22 0001844642 LCA:UnitsEachConsistingOfOneShareOfClassACommonStockandOneFourthOfOneRedeemableWarrantMember 2022-12-22 2022-12-22 0001844642 us-gaap:CommonClassAMember 2022-12-22 2022-12-22 0001844642 us-gaap:WarrantMember 2022-12-22 2022-12-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): December 29, 2022 (December 22, 2022)

 

Landcadia Holdings IV, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware 001-40283 86-1889525
(State or other jurisdiction
of incorporation)		 (Commission File Number) (I.R.S. Employer
Identification No.)

 

1510 West Loop South

Houston, Texas

   77027

(Address of principal executive offices)

   (Zip Code)

 

(713) 850-1010

 (Registrant’s telephone number, including area code)

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered
Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant   LCAHU   The Nasdaq Stock Market LLC
         
Class A common stock, par value $0.0001 per share   LCA   The Nasdaq Stock Market LLC
         
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share   LCAHW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ¨

 

 

 

  

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On December 22, 2022, Landcadia Holdings IV, Inc. (“Landcadia”) held a special meeting in lieu of an annual meeting of stockholders (the “Special Meeting”). At the Special Meeting, Landcadia’s stockholders approved an amendment to Landcadia’s Second Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to extend the date by which Landcadia must complete a merger, capital stock exchange, asset acquisition, stock purchase reorganization or similar business combination (a “business combination”) from March 29, 2023 to September 29, 2023. In addition, on December 27, 2022, Landcadia filed the Charter Amendment with the Secretary of State of the State of Delaware.

 

The foregoing description is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

At the Special Meeting, Landcadia’s stockholders approved the Charter Amendment extending the date by which Landcadia must consummate an initial business combination from March 29, 2023 to September 29, 2023 (the “Extension Amendment Proposal”).

 

The final voting results for the Extension Amendment Proposal were as follows:

 

For  Against  Abstain  Broker Non-Votes
42,951,823  164,146  0  0

 

Landcadia’s stockholders also elected Scott Kelly as Class I director of Landcadia’s board of directors until the third annual meeting of Landcadia held after the Special Meeting or until his successor is appointed and qualified (the “Director Election Proposal”).

 

The final voting results for the Director Election Proposal were as follows:

 

   For  Withhold   Broker Non-Votes
Scott Kelly  37,406,443  5,709,526   0

 

In connection with the Special Meeting, stockholders holding 48,642,463 shares of Landcadia’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds held in Landcadia’s trust account (the “Trust Account”) as of December 20, 2022, including any interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable). As a result, approximately $492.2 million (approximately $10.12 per share) will be removed from the Trust Account to pay such holders and approximately $13.7 million will remain in the Trust Account. Following the aforementioned redemptions, Landcadia will have 13,857,537 shares of common stock outstanding, which includes 1,357,537 shares of Landcadia’s Class A common stock and 12,500,000 shares of Landcadia’s Class B common stock.

 

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
3.1   Amendment to the Registrant’s Second Amended and Restated Certificate of Incorporation.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

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.

 

  LANDCADIA HOLDINGS IV, INC.
     
Date: December 29, 2022 By: /s/ Tilman J. Fertitta
  Name: Tilman J. Fertitta
  Title: Chief Executive Officer

 

 

 

Landcadia Holdings IV (NASDAQ:LCA)
Historical Stock Chart
From Nov 2024 to Dec 2024 Click Here for more Landcadia Holdings IV Charts.
Landcadia Holdings IV (NASDAQ:LCA)
Historical Stock Chart
From Dec 2023 to Dec 2024 Click Here for more Landcadia Holdings IV Charts.