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

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(dD) OF ofTHE ~~the Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of ~~report~~Report (Date of earliest event reported): ~~April~~ ~~27,~~September ~~2023 (April 21~~22, 2023)

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 31.01. ~~Notice~~Entry ofinto ~~Delisting~~a orMaterial ~~Failure~~Definitive ~~to Satisfy Continued Listing Rule or Standard; Transfer of Listing~~Agreement.

AsOn September 27, 2023, Landcadia Holdings IV, Inc. (the “Company” or “we”) amended and restated the previously ~~disclosed~~issued inunsecured second amended and restated convertible promissory notes (the ~~Notification~~“Convertible Promissory Notes”) to each of TJF, LLC (“TJF”) and ~~Late~~Jefferies ~~Filing~~US onHoldings ~~Form 12b-25 filed~~LLC on(“JUSH” ~~April~~and, 3together with TJF, the “Sponsors”), to extend the Maturity Date (as defined below) thereunder from the earlier of (i) September 29, 2023 and ~~Amendment~~(ii) ~~No.~~the 1effective ~~filed~~date onof ~~April~~a 20merger, ~~2023~~capital bystock ~~Landcadia~~exchange, ~~Holdings~~asset IVacquisition, stock ~~Inc.~~purchase, reorganization or similar business combination, involving the Company and one or more businesses (the “Business Combination”) (such earlier date, the “~~Company~~Maturity Date”) ~~with~~to the ~~Securities~~earlier ~~Exchange~~of ~~Commission~~(i) March 24, 2024 and (ii) the effective date of a Business Combination. The Company ~~had~~may ~~determined~~borrow ~~that~~under itthe ~~required~~Convertible ~~additional~~Promissory ~~time~~Notes for ongoing expenses reasonably related to ~~complete~~the ~~its~~business ~~Annual~~of ~~Report~~the onCompany ~~Form 10-K for~~and the ~~year~~consummation ~~ended~~of ~~December~~the ~~31,~~Business ~~2022~~Combination. (The Sponsors will have the ~~“2022~~option, ~~Form 10-K”) and~~at ~~expected~~any time on or prior to the Maturity Date, to ~~receive~~convert aup ~~notice~~to ~~from~~$1,500,000 outstanding under the ~~Listing~~Convertible ~~Qualifications~~Promissory ~~Department~~Notes into warrants to purchase shares of the ~~The~~Company’s ~~Nasdaq~~Class ~~Stock~~A ~~Market~~common ~~LLC~~stock, par value $0.0001 per share (“~~Nasdaq~~Class A common stock” or “public shares”), at ~~that~~a conversion price of $1.50 per warrant, with each warrant entitling the ~~Company~~holder to purchase one share of Class A common stock at a ~~was~~price ~~not~~of in$11.50 ~~compliance~~per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with ~~Nasdaq~~the ~~Listing~~Company’s initial ~~Rule~~public ~~5250(c)(1)~~offering.

The ~~Company~~foregoing ~~received such notice (the “Non-Compliance~~descriptions ~~Letter”)~~of ~~on April 21, 2023, which had no immediate effect on~~ the ~~listing~~amended orand ~~trading~~restated ofConvertible ~~the~~Promissory ~~Company’s~~Notes ~~securities~~do onnot ~~the~~purport ~~Nasdaq Capital Market. Pursuant~~ to ~~the~~be ~~letter,~~complete ~~the~~and ~~Company~~are ~~had~~qualified ~~until~~in ~~June~~their ~~20,~~entirety ~~2023~~by ~~(60 calendar days from~~ the ~~date~~ provisions of the ~~Non-Compliance~~amended ~~Letter) to~~and ~~submit~~restated aConvertible ~~plan~~Promissory ~~to regain compliance with Nasdaq’s filing requirements for continued listing~~Notes, ~~upon the acceptance of~~ which ~~Nasdaq may~~are ~~grant~~attached anhereto ~~extension~~as ofExhibit up10.1 toand ~~180~~Exhibit ~~days from the due date of the 2022 Form~~ 10~~-K,~~.2 orand ~~until~~are ~~October 18, 2023, for the Company to regain~~incorporated ~~compliance~~by ~~with~~reference ~~Nasdaq’s filing requirements for continued listing~~herein.

OnItem ~~April 25, 2023, the Company filed the 2022 Form 10-K~~2.03 OnCreation ~~April~~of ~~26, 2023, the Company received~~ a ~~letter~~Direct ~~from~~Financial ~~Nasdaq~~Obligation ~~stating,~~or ~~that~~an ~~based~~Obligation onunder ~~the~~an ~~Company’s filing of the 2022 Form 10~~Off-K,Balance ~~Nasdaq~~Sheet ~~has~~Arrangement ~~determined~~of ~~that~~a ~~the Company now complies with the filing requirements for continued listing under Nasdaq Listing Rule 5250(c)(1)~~Registrant.

~~Separately,~~The asdisclosure ~~previously~~set ~~disclosed~~forth ~~on April~~above ~~7, 2023, the Company is not~~ in ~~compliance~~Item ~~with~~1.01 ~~the Market Value~~ of ~~Listed~~this ~~Securities~~Current ~~standard~~Report ~~for continued listing~~ on ~~the~~Form ~~Nasdaq~~8-K ~~Capital Market~~is ~~pursuant~~incorporated toby ~~Nasdaq~~reference ~~Listing Rule 5550(b)(2)~~herein. The Company continues to evaluate available options to regain compliance with the Nasdaq continued listing standards. The Company has until September 25, 2023, to regain compliance, although there can be no assurance that it will be able to do so.

~~Forward-Looking~~Item ~~Statements~~3.02 Unregistered Sales of Equity Securities.

~~Certain information~~The ~~contained~~disclosure inset ~~this~~forth ~~report consists of forward-looking statements within the meaning of the Private Securities Litigation Reform~~above ~~Act~~in ofItem ~~1995 that involve risks, uncertainties and assumptions that are difficult to predict~~1.01 ~~Words such as “will,” “would,” “may,” “intends,” “potential,” and similar expressions, or the use~~ of ~~future~~this ~~tense,~~Current ~~identify~~Report ~~forward-looking statements,~~on but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in the 2022 Form 108-K, ~~the~~is ~~Company’s subsequent~~incorporated ~~Quarterly Reports on Form 10-Q, and any other documents filed~~ by ~~the~~reference ~~Company with the SEC~~herein. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.

~~SIGNATURE~~The issuance of the amended and restated Convertible Promissory Notes were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

~~Pursuant to~~Item ~~the~~5.03. ~~requirements~~Amendments ofto ~~the~~Articles ~~Securities Exchange Act~~ of ~~1934,~~Incorporation ~~the~~or ~~registrant~~Bylaws; ~~has~~Change ~~duly~~in ~~caused~~Fiscal ~~this report to be signed on its behalf by the undersigned hereunto duly authorized~~Year.

~~LANDCADIA~~On ~~HOLDINGS~~September IV27, ~~INC.~~2023, the ~~By:~~Company ~~/s/~~filed ~~Tilman~~the JCharter Amendment (as defined below) with the Secretary of State of the State of Delaware. ~~Fertitta~~The ~~Name:~~disclosure ~~Tilman~~set Jforth in Item 5.07 ~~Fertitta~~of ~~Title:~~this ~~Chief~~Current ~~Executive~~Report ~~Officer~~on Form 8-K is incorporated by reference herein.

~~Date:~~Item ~~April~~5.07. ~~27,~~Submission ~~2023~~of Matters to a Vote of Security Holders.

On September 22, 2022, the Company held a special meeting of public warrantholders (the “Warrantholder Special Meeting”). At the Warrantholder Special Meeting, the Company’s public warrantholders approved (the “Warrant Amendment Proposal”) an amendment (the “Warrant Amendment”) to the Company’s Warrant Agreement, dated as of March 24, 2021 (the “Warrant Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, to provide for the conversion, upon the consummation of a Business Combination, of all of the 12,500,000 outstanding warrants (the “public warrants”) issued as part of the units in the Company’s initial public offering (the “IPO”) into the right to receive $0.40 per public warrant, payable in cash or shares of Class A common stock (valued at $10.00 per share), at the discretion of the Company, which the Company believes will increase the Company’s strategic opportunities and attractiveness to potential target businesses and future investors by eliminating the dilutive impact of the warrants. The foregoing description is qualified in its entirety by reference to the Warrant Amendment, a copy of which is attached as Exhibit 4.1 hereto and is incorporated by reference herein.

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

For		Against		Abstain
6,630,110		1,007,686		221,118

On September 27, 2023, the Company held a special meeting of stockholders (the “Stockholder Special Meeting”). At the Stockholder Special Meeting, the Company’s stockholders approved an amendment (the “Charter Amendment”) to the Company’s second amended and restated certificate of incorporation (the “Charter”) by approving (i) a proposal to extend the date by which the Company must consummate a Business Combination from September 29, 2023 to March 24, 2024 (the “Extension Amendment Proposal”), (ii) a proposal to delete (A) the limitation that the Company shall not consummate a business combination if it would cause the Company’s net tangible assets to be less than $5,000,001 and (B) the limitation that the Company shall not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions (the “Redemption Limitation Amendment Proposal”) and (iii) a proposal to amend the Charter to provide for the right of a holder of Class B common stock of the Company, par value $0.0001 per share (the “founder shares” or “Class B common stock”), to convert their shares of Class B common stock into shares of Class A common stock on a one-to-one basis at any time and from time to time at the election of the holder (the “Founder Share Amendment Proposal”). 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.

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

For		Against		Abstain
13,383,182		1,246		0

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

For		Against		Abstain
13,382,582		1,846		0

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

For		Against		Abstain
13,383,181		1,247		0

In connection with the Stockholder Special Meeting, stockholders holding 299,014 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds held in the Company’s trust account (the “Trust Account”), including any interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable). As a result, approximately $3.1 million (approximately $10.42 per share) will be removed from the Trust Account to pay such holders and approximately $11.0 million will remain in the Trust Account. Following the aforementioned redemptions, the Company will have 13,558,523 shares of common stock outstanding, which includes 1,058,523 shares of Class A common stock and 12,500,000 shares of 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.

4.1		Amendment No. 1 to Warrant Agreement, dated as of September 22, 2023, by and between Landcadia Holdings IV, Inc. and Continental Stock Transfer & Trust Company.

10.1		Third Amended and Restated Convertible Promissory Note, dated as of September 27, 2023, issued to Jefferies US Holdings LLC.

10.2		Third Amended and Restated Convertible Promissory Note, dated as of September 27, 2023, issued to TJF, LLC.

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: September 28, 2023	By:	/s/ Tilman J. Fertitta
	Name:	Tilman J. Fertitta
	Title:	Chief Executive Officer

Filing Compare · Landcadia Holdings IV, Inc.