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 ~~THE~~of ~~SECURITIES~~the ~~EXCHANGE~~Securities Exchange ~~ACT~~Act OFof 1934

Date of ~~Report~~report (Date of earliest event reported): ~~September~~October 229, 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 13.01. ~~Entry~~Notice ~~into~~of aDelisting ~~Material~~or ~~Definitive~~Failure ~~Agreement~~to Satisfy Continued Listing Rule or Standard; Transfer of Listing.

OnAs ~~September~~previously ~~27,~~disclosed ~~2023,~~in Landcadia ~~Holdings~~ Holdings IV, Inc.’s (the “Company”) orCurrent ~~“we”)~~Report ~~amended~~on ~~and~~Form ~~restated~~8-K, ~~the~~filed ~~previously~~with ~~issued~~the ~~unsecured~~U.S. ~~second~~Securities ~~amended~~ and ~~restated~~Exchange ~~convertible~~Commission ~~promissory notes~~ (the “~~Convertible Promissory Notes~~SEC”) ~~to each of TJF, LLC (“TJF”) and~~ ~~Jefferies~~on USApril ~~Holdings LLC (“JUSH” and~~7, ~~together with TJF~~2023, the ~~“Sponsors”),~~Company toreceived ~~extend~~a ~~the~~notice ~~Maturity Date (as defined below) thereunder~~ from the ~~earlier~~Listing Qualifications Department of ~~(i)~~The ~~September~~Nasdaq ~~29,~~Stock ~~2023~~Market ~~and~~LLC (ii“Nasdaq”) that the ~~effective~~Company ~~date~~was ofnot ain ~~merger,~~compliance ~~capital~~with ~~stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving~~ the ~~Company~~Market ~~and~~Value ~~one~~of orListed ~~more~~Securities ~~businesses~~ (~~the~~ “~~Business Combination~~MVLS”) ~~(such~~standard ~~earlier~~for ~~date,~~continued ~~the~~listing on ~~“Maturity~~The ~~Date”)~~Nasdaq toCapital ~~the~~Market ~~earlier~~pursuant ofto ~~(i)~~Nasdaq ~~March~~Listing ~~24,~~Rule ~~2024 and~~ 5550(iib) ~~the effective date of a Business Combination~~(2). ~~The~~In ~~Company~~accordance ~~may~~with ~~borrow~~Nasdaq ~~under~~Listing ~~the~~Rule ~~Convertible~~5810(c)(3)(C), ~~Promissory Notes for ongoing expenses reasonably related to~~ the ~~business~~ ~~of the~~ Company had ~~and~~180 ~~the~~calendar ~~consummation of the Business Combination. The Sponsors will have the option~~days, ~~at any time on~~ or ~~prior~~until ~~to the~~September ~~Maturity~~25, ~~Date~~2023, to ~~convert~~regain upcompliance. toThe ~~$1,500,000~~notice ~~outstanding~~stated ~~under~~that ~~the Convertible Promissory Notes into warrants~~ to ~~purchase~~regain ~~shares~~compliance, of the Company’s MVLS ~~Class~~must Aclose ~~common~~at ~~stock, par value~~ $~~0.0001~~35 ~~per~~million ~~share (“Class A common stock”~~ or ~~“public~~more ~~shares”), at~~for a ~~conversion~~minimum ~~price~~ of ~~$1.50~~ten ~~per~~consecutive ~~warrant,~~business ~~with~~days ~~each~~during ~~warrant entitling~~ the ~~holder~~compliance toperiod ~~purchase~~ending ~~one~~September ~~share of Class A common stock at a price of $11.50 per share~~25, ~~subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s~~ ~~initial public offering~~2023.

~~The~~On ~~foregoing~~October ~~descriptions of~~9, 2023, because the ~~amended~~Company ~~and~~had ~~restated~~failed to ~~Convertible~~meet ~~Promissory~~the ~~Notes~~MVLS dostandard ~~not~~for ~~purport~~a tominimum beof ~~complete~~ten ~~and~~consecutive ~~are~~business ~~qualified~~days induring ~~their~~the ~~entirety~~compliance byperiod ending September 25, 2023, the ~~provisions~~Company received another notice from the Listing Qualifications Department of Nasdaq that the ~~amended~~Company ~~and~~had ~~restated~~not ~~Convertible~~regained ~~Promissory~~compliance ~~Notes~~and therefore, the ~~which~~Company’s ~~are~~securities ~~attached~~would ~~hereto~~be assuspended ~~Exhibit~~at ~~10.1~~the ~~and~~opening ~~Exhibit~~of ~~10.2~~business ~~and~~on ~~are~~October ~~incorporated~~18, 2023, unless the Company requests an appeal byof ~~reference~~this ~~herein~~determination.

~~Item~~However, ~~2.03~~the ~~Creation~~Company’s ofMVLS aclosed ~~Direct~~at ~~Financial~~above $35 ~~Obligation~~million orfor anten ~~Obligation~~consecutive ~~under~~business andays ~~Off-Balance~~ending ~~Sheet~~on ~~Arrangement~~October of13, 2023, and so, the Company regained compliance with the MVLS listing standard and therefore, on the same day, the Company received a ~~Registrant~~letter from Nasdaq stating that Nasdaq has determined that the Company is now in compliance with the MVLS standard for continued listing pursuant to Nsadaq Listing Rule 5550(b)(2). Therefore, the Company’s securities will not be suspended from trading on the Nasdaq Capital Market.

~~The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.~~SIGNATURE

~~Item~~Pursuant to ~~3.02~~the ~~Unregistered~~requirements ~~Sales~~ of ~~Equity~~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.

~~The~~LANDCADIA ~~disclosure~~HOLDINGS ~~set~~IV, ~~forth above in Item 1~~INC.01 ofBy: ~~this~~/s/ ~~Current~~Tilman ~~Report~~J. onFertitta ~~Form~~Name: ~~8-K~~Tilman isJ. ~~incorporated~~Fertitta byTitle: ~~reference~~Chief ~~herein.~~Executive Officer

~~The~~Date: ~~issuance~~October ~~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~~13, ~~as amended.~~2023

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

On September 27, 2023, the Company filed the Charter Amendment (as defined below) with the Secretary of State of the State of Delaware. The disclosure set forth in Item 5.07 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.07. Submission 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.