UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 (
(Exact name of registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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
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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 |