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 | ||
| 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 | |
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
LANDCADIA HOLDINGS IV, INC.
Landcadia Holdings IV, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”),
DOES HEREBY CERTIFY:
1. The name of the Corporation is Landcadia Holdings IV, Inc.
2. The Corporation was initially formed as JFG Holding I LLC (the “LLC”), a Delaware limited liability company, on August 13, 2020.
3. On January 28, 2021, the LLC filed a Certificate of Conversion with the Delaware Secretary of State for purposes of converting the LLC to a corporation.
4. A certificate of incorporation of the Corporation was simultaneously filed with the Secretary of State of the State of Delaware on January 28, 2021 (the “Original Certificate”).
5. An amended and restated certificate of incorporation, which amended the Original Certificate, was filed with the Secretary of State of the State of Delaware on February 3, 2021 (the “Amended and Restated Certificate”).
6. A second amended and restated certificate of incorporation, which amends the Amended and Restated Certificate was filed with the Secretary of State of the State of Delaware on March 25, 2021.
7. The second amended and restated certificate of incorporation was corrected by a certificate of correction filed with the Secretary of State of the State of Delaware on April 13, 2022 (the second amended and restated certificate of incorporation, as corrected, the “Second Amended and Restated Certificate”).
8. This amendment (this “Amendment”) to the Second Amended and Restated Certificate amends the Second Amended and Restated Certificate.
9. This Amendment to the Second Amended and Restated Certificate was duly adopted by the affirmative vote of the holders of at least 65% of the outstanding shares of common stock at a meeting of stockholders in accordance with ARTICLE IX of the Second Amended and Restated Certificate and the provisions of Section 242 the DGCL.
10. The text of Section 9.1(b) of Article IX of the Second Amended and Restated Certificate is hereby amended and restated to read in its entirety as follows:
“(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 12, 2021, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination within 30 months from the closing of the Offering and (iii) the redemption of shares in connection with a vote seeking to amend such provisions of this Second Amended and Restated Certificate as described in Section 9.7. Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holder is a Sponsor or officer or director of the Corporation, or affiliate of any of the foregoing) are referred to herein as “Public Stockholders.””
11. The text of Section 9.2(d) of Article IX of the Second Amended and Restated Certificate is hereby amended and restated to read in its entirety as follows:
“(d) In the event that the Corporation has not consummated an initial Business Combination within 30 months from the closing of the Offering, the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.”
12. The text of Section 9.7 of Article IX of the Amended and Restated Certificate is hereby amended and restated to read in its entirety as follows:
“Section 9.7 Additional Redemption Rights. If, in accordance with Section 9.1(a), any amendment is made to this Second Amended and Restated Certificate (a) to modify the substance or timing of the Corporation’s obligation to redeem 100% of the Offering Shares if the Corporation has not consummated an initial Business Combination within 30 months from the date of the closing of the Offering or (b) with respect to any other material provisions of this Second Amended and Restated Certificate relating to stockholders’ rights or pre-initial Business Combination activity, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its taxes, divided by the number of then outstanding Offering Shares; provided, however, that any such amendment will be voided, and this Article IX will remain unchanged, if any stockholders who wish to redeem are unable to redeem due to the Redemption Limitation.”
IN WITNESS WHEREOF, the Corporation has caused this Amendment to the Second Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of this 29th day of December, 2022.
| /s/ Steven L. Scheinthal | |
| Steven L. Scheinthal | |
| Vice President, General Counsel and Secretary |