| Delaware (State or other jurisdiction of incorporation or organization) | | | 6770 (Primary Standard Industrial Classification Code Number) | | | 86-1889525 (I.R.S. Employer Identification Number) | |
| Joel L. Rubinstein Elliott M. Smith White & Case LLP 1221 Ave of the Americas New York, NY 10020 Tel: (212) 819-8200 Fax: (212) 354-8113 | | | Marc Jaffe Ian Schuman Ryan K. deFord Latham & Watkins LLP 885 Third Ave New York, NY 10022 Tel: (212) 906-1200 Fax: (213) 751-4864 | |
| Large accelerated filer ☐ | | | Accelerated filer ☐ | | | Non-accelerated filer ☒ | | | Smaller reporting company ☒ | |
| | | | | | | | | | Emerging growth company ☒ | |
| TITLE OF EACH CLASS OF SECURITY BEING REGISTERED | | AMOUNT BEING REGISTERED | | PROPOSED MAXIMUM OFFERING PRICE PER SECURITY(1) | | PROPOSED MAXIMUM AGGREGATE OFFERING PRICE(1) | | AMOUNT OF REGISTRATION FEE | | TITLE OF EACH CLASS OF SECURITY BEING REGISTERED | | AMOUNT BEING REGISTERED | | PROPOSED MAXIMUM OFFERING PRICE PER SECURITY(1) | | PROPOSED MAXIMUM AGGREGATE OFFERING PRICE(1) | | AMOUNT OF REGISTRATION FEE | | ||||||||||||||||||||||||||
| Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fourth of one redeemable warrant(2) | | 57,500,000 Units | | | $ | 10.00 | | | | $ | 575,000,000 | | | | $ | 62,732.50 | | | Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fourth of one redeemable warrant(2) | | 57,500,000 Units | | | $ | 10.00 | | | | $ | 575,000,000 | | | | $ | 62,732.50 | | | ||||||||
| Shares of Class A common stock included as part of the units(3) | | 57,500,000 Shares | | | | — | | | | | — | | | | | —(4) | | | Shares of Class A common stock included as part of the units(3) | | 57,500,000 Shares | | | | — | | | | | — | | | | | —(4) | | | ||||||||
| Redeemable warrants included as part of the units(3) | | 14,375,000 Warrants | | | | — | | | | | — | | | | | —(4) | | | Redeemable warrants included as part of the units(3) | | 14,375,000 Warrants | | | | — | | | | | — | | | | | —(4) | | | ||||||||
| Shares of Class A common stock underlying warrants included as part of the units | | 14,375,000 Shares | | | $ | 11.50 | | | | $ | 165,312,500 | | | | $ | 18,035.59(5) | | | Shares of Class A common stock underlying warrants included as part of the units | | 14,375,000 Shares | | | $ | 11.50 | | | | $ | 165,312,500 | | | | $ | 18,035.59(5) | | | ||||||||
| Total | | | | | | | | | | $ | 740,312,000 | | | | $ | 80,768.09 | | | Total | | | | | | | | | | $ | 740,312,000 | | | | $ | 80,768.09(6) | | | |
| | | | PER UNIT | | | TOTAL | | ||||||
| Public offering price | | | | $ | 10.00 | | | | | $ | 500,000,000 | | |
| Underwriting discounts and commissions(1) | | | | $ | 0.55 | | | | | $ | 27,500,000 | | |
| Proceeds, before expenses, to Landcadia Holdings IV, Inc. | | | | $ | 9.45 | | | | | $ | 472,500,000 | | |
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| | | | | F-1 | | |
| | | AS OF JANUARY 31, 2021 | | | AS OF DECEMBER 31, | | ||||||||||||
| | | ACTUAL | | | PROFORMA(1) | | | 2020 | | |||||||||
Balance Sheet Data: | | | | | | | | | | | | | | | |||||
Working capital deficit | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Total assets | | | | | — | | | | | | — | | | | | | — | | |
Total debt | | | | | — | | | | | | — | | | | | | — | | |
Class B common stock, $0.0001 par value, 60,000,000 shares authorized, 14,375,000 and 7,187,500 issued and outstanding | | | | | 719 | | | | | | 1,438 | | | | | | 719 | | |
Additional paid-in capital | | | | | 281 | | | | | | 9,562 | | | | | | 281 | | |
Stock subscription receivable | | | | | (1000) | | | | | | (11,000) | | | | | | (1000) | | |
Total Stockholders’ equity | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | | WITHOUT OVER- ALLOTMENT OPTION | | | OVER- ALLOTMENT OPTION FULLY EXERCISED | | ||||||
Gross proceeds | | | | | | | | | | | | | |
Gross proceeds from units offered to public(1) | | | | $ | 500,000,000 | | | | | $ | 575,000,000 | | |
Gross proceeds from private placement warrants offered in the private placement | | | | | 12,500,000 | | | | | | 14,000,000 | | |
Total gross proceeds | | | | $ | 512,500,000 | | | | | $ | 589,000,000 | | |
Estimated offering expenses(2) | | | | | | | | | | | | | |
Underwriting commissions (2% of gross proceeds from units offered to public, excluding deferred portion)(3) | | | | $ | 10,000,000 | | | | | $ | 11,500,000 | | |
Legal fees and expenses | | | | | 325,000 | | | | | | 325,000 | | |
Accounting fees and expenses | | | | | 60,000 | | | | | | 60,000 | | |
SEC/FINRA Expenses | | | | | 192,000 | | | | | | 192,000 | | |
Travel and road show | | | | | 20,000 | | | | | | 20,000 | | |
Nasdaq listing and filing fees | | | | | 75,000 | | | | | | 75,000 | | |
Printing and engraving expenses | | | | | 35,000 | | | | | | 35,000 | | |
Miscellaneous | | | | | 293,000 | | | | | | 293,000 | | |
Total offering expenses (excluding underwriting commissions) | | | | $ | 1,000,000 | | | | | $ | 1,000,000 | | |
Proceeds after offering expenses | | | | $ | 501,500,000 | | | | | $ | 576,500,000 | | |
Held in trust account(3) | | | | $ | 500,000,000 | | | | | $ | 575,000,000 | | |
% of public offering size | | | | | 100% | | | | | | 100% | | |
Not held in trust account | | | | $ | 1,500,000 | | | | | $ | 1,500,000 | | |
|
| | | AMOUNT | | | % OF TOTAL | | ||||||
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination(5) | | | | $ | 300,000 | | | | | | 23.3% | | |
Legal and accounting fees related to regulatory reporting obligations | | | | | 150,000 | | | | | | 10.0% | | |
Payment for office space, utilities and secretarial and administrative support ($20,000 per month for up to 24 months) | | | | | 480,000 | | | | | | 32.0% | | |
Working capital to cover miscellaneous expenses (including taxes and Director and Officer liability insurance premiums) | | | | | 570,000 | | | | | | 34.7% | | |
Total | | | | $ | 1,500,000 | | | | | | 100% | | |
|
| | | WITHOUT OVER- ALLOTMENT | | | WITH OVER- ALLOTMENT | | ||||||
Public offering price | | | | $ | 10.00 | | | | | $ | 10.00 | | |
Net tangible book value before this offering | | | | $ | 0.00 | | | | | $ | 0.00 | | |
Increase attributable to public stockholders and sale of the private placement warrants | | | | $ | 0.34 | | | | | $ | 0.30 | | |
Pro forma net tangible book value after this offering | | | | $ | 0.34 | | | | | $ | 0.30 | | |
Dilution to public stockholders | | | | $ | 9.66 | | | | | $ | 9.70 | | |
Percentage of dilution to public stockholders | | | | | 96.6% | | | | | | 97.0% | | |
|
| | | SHARES PURCHASED | | | TOTAL CONSIDERATION | | | AVERAGE PRICE PER SHARE | | |||||||||||||||||||||
| | | NUMBER | | | PERCENTAGE | | | AMOUNT | | | PERCENTAGE | | ||||||||||||||||||
Initial Stockholders(1) | | | | | 12,500,000 | | | | | | 20.000% | | | | | $ | 11,000 | | | | | | 0.0001% | | | | | $ | 0.0008 | | |
Public Stockholders | | | | | 50,000,000 | | | | | | 80.000% | | | | | | 500,000,000 | | | | | | 99.9999% | | | | | | 10.000 | | |
| | | | | 62,500,000 | | | | | | 100.000% | | | | | $ | 500,011,000 | | | | | | 100.000% | | | | | | | | |
|
| | | WITHOUT OVER- ALLOTMENT | | | WITH OVER- ALLOTMENT | | ||||||
Numerator: | | | | | | | | | | | | | |
Net tangible book value before this offering | | | | $ | — | | | | | $ | — | | |
Net proceeds from this offering and sale of the private placement warrants, net of expenses(1) | | | | | 501,500,000 | | | | | | 576,500,000 | | |
Less: Deferred underwriting commissions | | | | | (17,500,000) | | | | | | (20,125,000) | | |
Less: Proceeds held in trust subject to redemption to maintain net tangible assets of $5,000,001(2) | | | | | (478,999,990) | | | | | | (551,374,990) | | |
| | | | $ | 5,000,010 | | | | | $ | 5,000,010 | | |
|
| | | WITHOUT OVER- ALLOTMENT | | | WITH OVER- ALLOTMENT | | ||||||
Denominator: | | | | | | | | | | | | | |
Shares of Class B common stock outstanding as of the date of this prospectus | | | | | 14,375,000 | | | | | | 14,375,000 | | |
Shares of Class B common stock forfeited if over-allotment is not exercised | | | | | (1,875,000) | | | | | | — | | |
Shares of Class A common stock included in the units offered | | | | | 50,000,000 | | | | | | 57,500,000 | | |
Less: Shares subject to redemption | | | | | (47,899,999) | | | | | | (55,137,499) | | |
| | | | | 14,600,001 | | | | | | 16,737,501 | | |
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| | | JANUARY 31, 2021 | | |||||||||||||||
| | | ACTUAL | | | PRO FORMA | | | AS ADJUSTED | | |||||||||
Deferred underwriting discounts and commissions | | | | $ | — | | | | | | — | | | | | $ | 17,500,000 | | |
Shares of Class A common stock subject to redemption | | | | | — | | | | | | — | | | | | | 478,999,990 | | |
Stockholder’s equity | | | | | | | | | | | — | | | | | | | | |
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, none issued or outstanding | | | | | — | | | | | | — | | | | | | — | | |
Common Stock | | | | | | | | | | | — | | | | | | | | |
Class A common stock, $0.0001 par value, 240,000,000 shares authorized, -0- and 2,100,001 shares issued and outstanding (excluding -0- and 47,899,999 shares subject to redemption), actual and as adjusted, respectively | | | | | — | | | | | | — | | | | | | 210 | | |
Class B common stock, $0.0001 par value, 60,000,000 shares authorized, 7,187,500 and 12,500,000 shares issued and outstanding, actual, pro forma and as adjusted, respectively | | | | | 719 | | | | | | 1,438 | | | | | | 1,250 | | |
Additional paid-in capital | | | | | 281 | | | | | | 9,562 | | | | | | 4,998,550 | | |
Subscription note receivable, affiliates | | | | | (1,000) | | | | | | (11,000) | | | | | | — | | |
Total stockholder’s equity | | | | | — | | | | | | — | | | | | | 5,000,010 | | |
Total capitalization | | | | $ | — | | | | | | — | | | | | $ | 501,500,000 | | |
|
TYPE OF TRANSACTION | | | WHETHER STOCKHOLDER APPROVAL IS REQUIRED | | |||
Purchase of assets | | | | | | No | |
Purchase of stock of target not involving a merger with the Company | | | | | | No | |
Merger of target into a subsidiary of the Company | | | | | | No | |
Merger of the Company with a target | | | | | | Yes | |
| | | REDEMPTIONS IN CONNECTION WITH OUR INITIAL BUSINESS COMBINATION | | | OTHER PERMITTED PURCHASES OF PUBLIC SHARES BY US OR OUR AFFILIATES | | | REDEMPTIONS IF WE FAIL TO COMPLETE AN INITIAL BUSINESS COMBINATION | |
Calculation of redemption price | | | Redemptions at the time of our initial business combination may be | | | If we seek stockholder approval of our initial business combination, | | | If we are unable to complete our initial business combination | |
| | | REDEMPTIONS IN CONNECTION WITH OUR INITIAL BUSINESS COMBINATION | | | OTHER PERMITTED PURCHASES OF PUBLIC SHARES BY US OR OUR AFFILIATES | | | REDEMPTIONS IF WE FAIL TO COMPLETE AN INITIAL BUSINESS COMBINATION | |
| | | made pursuant to a tender offer or in connection with a stockholder vote. The same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder vote. In either case, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per public share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place, if all of the redemptions would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination and any limitations (including, but not limited to, cash requirements) agreed to in connection with the negotiation of terms of a proposed initial business combination. | | | our sponsors, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market prior to or following completion of our initial business combination. There is no limit to the prices that our sponsors, directors, officers, advisors or their affiliates may pay in these transactions. Such purchases will be made only to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. None of the funds in the trust account will be used to purchase shares in such transactions. | | | within 24 months after the closing of this offering, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per public share including, interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses)), divided by the number of then outstanding public shares. | |
Impact to remaining stockholders | | | The redemptions in connection with our initial business | | | If the permitted purchases described above are made there | | | The redemption of our public shares if we fail to complete our initial | |
| | | REDEMPTIONS IN CONNECTION WITH OUR INITIAL BUSINESS COMBINATION | | | OTHER PERMITTED PURCHASES OF PUBLIC SHARES BY US OR OUR AFFILIATES | | | REDEMPTIONS IF WE FAIL TO COMPLETE AN INITIAL BUSINESS COMBINATION | |
| | | combination will reduce the book value per share for our remaining stockholders, who will bear the burden of the deferred underwriting commissions and taxes payable. | | | would be no impact to our remaining stockholders because the purchase price would not be paid by us. | | | business combination will reduce the book value per share for the shares held by our initial stockholders, who will be our only remaining stockholders after such redemptions. | |
| | | TERMS OF OUR OFFERING | | | TERMS UNDER A RULE 419 OFFERING | |
Escrow of offering proceeds | | | $500,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a trust account in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. | | | Approximately $425,250,000 of the offering proceeds would be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. | |
Investment of net proceeds | | | $500,000,000 of the net offering proceeds and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
Receipt of interest on escrowed funds | | | Interest on proceeds from the trust account to be paid to redeeming stockholders is reduced by (i) any income or franchise taxes paid or payable, and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released | | | Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. | |
| | | TERMS OF OUR OFFERING | | | TERMS UNDER A RULE 419 OFFERING | |
| | | to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | | |
Limitation on fair value or net assets of target business | | | Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) measured at the time of the agreement to enter into the initial business combination. | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |
Trading of securities issued | | | We expect the units will begin trading on or promptly after the date of this prospectus. The Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Jefferies LLC informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place three business days from the date of this prospectus. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, an additional Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option. | | | No trading of the units or the underlying Class A common stock and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
Exercise of the warrants | | | The warrants cannot be exercised until | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow | |
| | | TERMS OF OUR OFFERING | | | TERMS UNDER A RULE 419 OFFERING | |
| | | | | | or trust account. | |
Election to remain an investor | | | We will provide our public stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by law to hold a stockholder vote. We intend to give approximately 30 days’ (but not less than 10 days’ nor more than 60 days’) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. If we are not required by law and do not otherwise decide to hold a stockholder vote, we will, pursuant to our second amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. If, however, we hold a | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the Company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the Company’s registration statement, to decide if it elects to remain a stockholder of the Company or require the return of its investment. If the Company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. | |
| | | TERMS OF OUR OFFERING | | | TERMS UNDER A RULE 419 OFFERING | |
| | | stockholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. | | | | |
Business combination deadline | | | If we are unable to complete an initial business combination within 24 months after the closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to | | | If a business combination has not been completed within 24 months after the effective date of the Company’s registration statement, funds held in the trust or escrow account are returned to investors. | |
| | | TERMS OF OUR OFFERING | | | TERMS UNDER A RULE 419 OFFERING | |
| | | applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | | | | |
Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold a stockholder vote | | | If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our second amended and restated certificate of incorporation will provide that a public stockholder (including our affiliates), together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares (more than an aggregate of 15% of the shares sold in this offering). Our public stockholders’ inability to redeem Excess Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material loss on their investment in us if they sell any Excess Shares in open market transactions. | | | Many blank check companies provide no restrictions on the ability of stockholders to redeem shares based on the number of shares held by such stockholders in connection with an initial business combination. | |
Tendering stock certificates in connection with a tender offer or redemption rights | | | We intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” to, at the holder’s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository | | | In order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed initial business combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After the business combination was | |
| | | TERMS OF OUR OFFERING | | | TERMS UNDER A RULE 419 OFFERING | |
| | | Trust Company’s DWAC system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. Accordingly, a public stockholder would have up to two days prior to the vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights. | | | approved, the Company would contact such stockholders to arrange for them to deliver their certificate to verify ownership. | |
Release of funds | | | Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our tax obligations, the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account until the earliest to occur of: (i) the completion of our initial business combination, (ii) the redemption of any public shares properly submitted in connection with a | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. | |
| | | TERMS OF OUR OFFERING | | | TERMS UNDER A RULE 419 OFFERING | |
| | | stockholder vote to amend our second amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months after the closing of this offering or to provide for redemption in connection with a business combination and (iii) the redemption of 100% of our public shares if we are unable to complete an initial business combination within the required time frame (subject to the requirements of applicable law). On the completion of our initial business combination, all amounts held in the trust account will be released to us, less amounts released to a separate account controlled by the trustee for disbursal to redeeming stockholders. We will use these funds to pay amounts due to any public stockholders who exercise their redemption rights as described above under “Redemption rights for public stockholders upon completion of our initial business combination,” to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. | | | | |
NAME | | | AGE | | | POSITION | | |||
Tilman J. Fertitta | | | | | 63 | | | | Co-Chairman and Chief Executive Officer | |
Richard Handler | | | | | 59 | | | | Co-Chairman and President | |
Richard H. Liem | | | | | 67 | | | | Vice President and Chief Financial Officer | |
Steven L. Scheinthal | | | | | 59 | | | | Vice President, General Counsel and Secretary | |
Nicholas Daraviras | | | | | 47 | | | | Vice President, Acquisitions | |
Scott Kelly | | | | | 56 | | | | Director Nominee | |
Dona Cornell | | | | | 59 | | | | Director Nominee | |
INDIVIDUAL | | | ENTITY | | | ENTITY’S BUSINESS | | | AFFILIATION | |
Tilman J. Fertitta | | | Fertitta Entertainment, Inc. and its affiliates and wholly owned subsidiaries | | | Dining, hospitality, NBA Team, entertainment and gaming company | | | Sole Shareholder, Chairman and Chief Executive Officer | |
| | | Fertitta Hospitality, LLC and its affiliates and wholly owned subsidiaries | | | Dining and hospitality company | | | Member and President | |
INDIVIDUAL | | | ENTITY | | | ENTITY’S BUSINESS | | | AFFILIATION | |
| | | Golden Nugget Online Gaming, Inc. | | | Online gaming and sports betting | | | CEO and Chairman | |
| | | Landcadia Holdings III, Inc. | | | Special purpose acquisition company | | | CEO and Co-Chairman | |
| | | Waitr Holdings Inc. | | | Food ordering and delivery company | | | Director | |
Richard Handler | | | Jefferies Financial Group Inc. (f/k/a Leucadia National Corporation) and its affiliates and wholly owned subsidiaries | | | Diversified financial services company | | | Director and Chief Executive Officer | |
| | | Landcadia Holdings III, Inc. | | | Special purpose acquisition company | | | Co-Chairman and President | |
Richard H. Liem | | | Fertitta Entertainment, Inc. and its affiliates and wholly owned subsidiaries | | | Dining, hospitality, NBA Team, entertainment and gaming company | | | Director, Executive Vice President and Principal Accounting Officer | |
| | | Golden Nugget Online Gaming, Inc. | | | Online gaming and sports betting | | | Director | |
| | | Landcadia Holdings III, Inc. | | | Special purpose acquisition company | | | Vice President and Chief Financial Officer | |
Steven L. Scheinthal | | | Fertitta Entertainment, Inc. and its affiliates and wholly owned subsidiaries | | | Dining, hospitality, NBA Team, entertainment and gaming company | | | Director, Executive Vice President and General Counsel | |
| | | Fertitta Hospitality, LLC and its wholly owned subsidiaries | | | Dining and hospitality company | | | Secretary | |
| | | Golden Nugget Online Gaming, Inc. | | | Online gaming and sports betting | | | Director | |
| | | Landcadia Holdings III, Inc. | | | Special purpose acquisition company | | | Vice President, General Counsel and Secretary | |
| | | Waitr Holdings Inc. | | | Food ordering and delivery company | | | Director | |
Nicholas Daraviras | | | Jefferies Financial Group Inc. (f/k/a Leucadia National Corporation) and its affiliates and wholly owned subsidiaries | | | Diversified financial services company | | | Managing Director | |
| | | Fiesta Restaurant Group | | | Restaurant operator and franchisor | | | Director | |
| | | Landcadia Holdings III, Inc. | | | Special purpose acquisition company | | | Vice President, Acquisitions | |
INDIVIDUAL | | | ENTITY | | | ENTITY’S BUSINESS | | | AFFILIATION | |
Scott Kelly | | | Golden Nugget Online Gaming, Inc. | | | Special purpose acquisition company | | | Director | |
| | | Landcadia Holdings III, Inc. | | | Special purpose acquisition company | | | Director | |
Dona Cornell | | | University of Houston | | | Higher education | | | Vice President for Legal Affairs, General Counsel | |
| | | Landcadia Holdings III, Inc. | | | Special purpose acquisition company | | | Director | |
| | | BEFORE OFFERING | | | AFTER OFFERING | | ||||||||||||||||||
NAME AND ADDRESS OF BENEFICIAL OWNER(1) | | | NUMBER OF SHARES BENEFICIALLY OWNED(2) | | | APPROXIMATE PERCENTAGE OF OUTSTANDING COMMON STOCK | | | NUMBER OF SHARES BENEFICIALLY OWNED(2) | | | APPROXIMATE PERCENTAGE OF OUTSTANDING COMMON STOCK | | ||||||||||||
TJF, LLC(3) | | | | | 7,187,500 | | | | | | 50.0% | | | | | | 6,250,000 | | | | | | 10% | | |
Jefferies Financial Group Inc. | | | | | 7,187,500 | | | | | | 50.0% | | | | | | 6,250,000 | | | | | | 10% | | |
Tilman J. Fertitta(3) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Richard Handler | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Richard H. Liem | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Steven L. Scheinthal | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Nicholas Daraviras | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Scott Kelly | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Dona Cornell | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All executive officers and directors as a group (seven individuals) | | | | | 14,375,000 | | | | | | 100.0% | | | | | | 12,500,000 | | | | | | 20.0% | | |
REDEMPTION DATE (PERIOD TO EXPIRATION OF WARRANTS) | | | FAIR MARKET VALUE OF CLASS A COMMON STOCK | | |||||||||||||||||||||||||||||||||||||||||||||||||||
| ≤10.00 | | | 11.00 | | | 12.00 | | | 13.00 | | | 14.00 | | | 15.00 | | | 16.00 | | | 17.00 | | | >/18.00 | | |||||||||||||||||||||||||||||
60 months | | | | | 0.261 | | | | | | 0.281 | | | | | | 0.297 | | | | | | 0.311 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
57 months | | | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
54 months | | | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.361 | | |
51 months | | | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.361 | | |
48 months | | | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.361 | | |
45 months | | | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.361 | | |
42 months | | | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.361 | | |
39 months | | | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.361 | | |
36 months | | | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.361 | | |
33 months | | | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.361 | | |
30 months | | | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.361 | | |
REDEMPTION DATE (PERIOD TO EXPIRATION OF WARRANTS) | | | FAIR MARKET VALUE OF CLASS A COMMON STOCK | | |||||||||||||||||||||||||||||||||||||||||||||||||||
| ≤10.00 | | | 11.00 | | | 12.00 | | | 13.00 | | | 14.00 | | | 15.00 | | | 16.00 | | | 17.00 | | | >/18.00 | | |||||||||||||||||||||||||||||
27 months | | | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.361 | | |
24 months | | | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.361 | | |
21 months | | | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.361 | | |
18 months | | | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.361 | | |
15 months | | | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.361 | | |
12 months | | | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.361 | | |
9 months | | | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.361 | | |
6 months | | | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.361 | | |
3 months | | | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months | | | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
UNDERWRITER | | | NUMBER OF UNITS | | |||
Jefferies LLC | | | | $ | 50,000,000 | | |
Total | | | | $ | 50,000,000 | | |
| | | PAID BY LANDCADIA HOLDINGS IV, INC. | | |||||||||
| | | NO EXERCISE | | | FULL EXERCISE | | ||||||
Per Unit(1) | | | | $ | 0.55 | | | | | $ | 0.55 | | |
Total(1) | | | | $ | 27,500,000 | | | | | $ | 31,625,000 | | |
| | | JANUARY 31, 2021 | | | December 31, 2020 | | ||||||
ASSETS | | | | | | | | | | | | | |
Current Assets | | | | $ | — | | | | | $ | — | | |
Total Assets | | | | $ | — | | | | | $ | — | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | |
Current Liabilities: | | | | | | | | | | | | | |
Total current liabilities | | | | | — | | | | | | — | | |
Total Liabilities | | | | $ | — | | | | | $ | — | | |
Commitments | | | | | — | | | | | | — | | |
Stockholders’ Equity: | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value, 1,000,000 authorized, no shares issued or outstanding | | | | $ | — | | | | | $ | — | | |
Common stock | | | | | | | | | | | | | |
Class A common stock, $0.0001 par value, 240,000,000 shares authorized, no shares issued and outstanding | | | | | — | | | | | | — | | |
Class B common stock, $0.0001 par value 60,000,000 shares authorized, 7,187,500 issued and outstanding(1) | | | | | 719 | | | | | | 719 | | |
Additional paid-in capital | | | | | 281 | | | | | | 281 | | |
Retained earnings | | | | | — | | | | | | — | | |
Subscription note receivable, affiliates | | | | | (1,000) | | | | | | (1,000) | | |
Total Stockholders’ equity | | | | | — | | | | | | — | | |
Total liabilities and stockholders’ equity | | | | $ | — | | | | | $ | — | | |
|
| | | For the period ending January 31, 2021 | | | For the period from August 13, 2020 (inception) through December 31, 2020 | | ||||||
General and administrative expenses | | | | | — | | | | | | — | | |
Net Income | | | | $ | — | | | | | $ | — | | |
Basic and diluted earnings per share: | | | | | | | | | | | | | |
Net Income per share | | | | $ | — | | | | | $ | — | | |
Basic and diluted weighted average number of shares outstanding(1) | | | | | 7,187,500 | | | | | | 7,187,500 | | |
| | | Common Stock | | | Additional Paid-in Capital | | | Retained Earnings | | | Subscription note receivable, affiliates | | | Total | | |||||||||||||||||||||
| | | Shares(1) | | | Amount | | ||||||||||||||||||||||||||||||
Balance, August 13, 2020 (inception) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Class B shares issued | | | | | 7,187,500 | | | | | | 719 | | | | | | 281 | | | | | | — | | | | | | (1,000) | | | | | | — | | |
Balance, December 31, 2020 | | | | | 7,187,500 | | | | | | 719 | | | | | | 281 | | | | | | — | | | | | | (1,000) | | | | | | — | | |
Net income | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Balance, January 31, 2021 | | | | | 7,187,500 | | | | | | 719 | | | | | | 281 | | | | | | — | | | | | | (1,000) | | | | | | — | | |
|
| | | For the Period ending January 31, 2021 | | | For the period from August 13, 2020 (inception) through December 31, 2020 | | ||||||
Cash flows from operating activities: | | | | | | | | | | | | | |
Net income | | | | $ | — | | | | | $ | — | | |
Adjustments to reconcile net income to net cash provided by operating activities | | | | | — | | | | | | — | | |
Net cash provided by (used in) operating activities | | | | | — | | | | | | — | | |
Cash flows from investing activities: | | | | | | | | | | | | | |
Net cash provided by (used in) investing activities | | | | | — | | | | | | — | | |
Cash flows from financing activites: | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | | | — | | | | | | — | | |
Net increase (decrease) in cash and cash equivalents | | | | | — | | | | | | — | | |
Cash and cash equivalents at beginning of period | | | | | — | | | | | | — | | |
Cash and cash equivalents at end of period | | | | $ | — | | | | | $ | — | | |
Non-cash financing activites: | | | | | | | | | | | | | |
Stock issuance | | | | $ | — | | | | | $ | — | | |
| TABLE OF CONTENTS | | | |||||
| | | | | | Page | | |
| Summary | | | | | A- | | |
| The Offering | | | | | A-3 | | |
| Risk Factors | | | | | A- | | |
| Cautionary Note Regarding Forward-Looking Statements | | | | | A- | | |
| Use of Proceeds | | | | | A-23 | | |
| Dividend Policy | | | | | A- | | |
| Dilution | | | | | A- | | |
| Capitalization | | | | | A- | | |
| Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | | | A- | | |
| Proposed Business | | | | | A- | | |
| Management | | | | | A- | | |
| Principal Stockholders | | | | | A- | | |
| Certain Relationships and Related Party Transactions | | | | | A- | | |
| Description of Securities | | | | | A- | | |
| U.S. Federal Income Tax Considerations | | | | | A- | | |
| Plan of Distribution | | | | | A-24 | | |
| Legal Matters | | | | | A- | | |
| Experts | | | | | A- | | |
| Where You Can Find Additional Information | | | | | A- | | |
| Index to Financial Statements | | | | | | | |
| SEC/FINRA expenses | | | | $ | 192,000 | | |
| Accounting fees and expenses | | | | | 60,000 | | |
| Printing and engraving expenses | | | | | 35,000 | | |
| Travel and road show expenses | | | | | 20,000 | | |
| Legal fees and expenses | | | | | 325,000 | | |
| Nasdaq listing and filing fees | | | | | 75,000 | | |
| Miscellaneous | | | | | 293,000 | | |
| Total | | | | $ | 1,000,000 | | |
| NAME | | | POSITION | | | DATE | |
| /s/ Tilman J. Fertitta Tilman J. Fertitta | | | Co-Chairman and Chief Executive Officer (Principal Executive Officer) | | | | |
| Richard H. Liem | | | Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | | | |
| Richard Handler | | | Co-Chairman and President | | | | |
| *By: /s/ Tilman J. Fertitta Tilman J. Fertitta Attorney-in-Fact | | | |