UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021

Landcadia Holdings IV, Inc.

(Exact name of registrant as specified in its charter)

001-40283

(Commission File Number)


Delaware		86-1889525
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

1510 West Loop South, Houston, Texas 77027

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 713-850-1010

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒Yes ☐No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☒Yes ☐No

As of August 16, 2021, 12,500,000 shares of Class B common stock, par value $0.0001 per share, and 50,000,000 shares of Class A common stock, par value $0.0001 per share, were issued and outstanding.

		Page
Part I. Financial Information
Item 1.	Financial Statements
	Balance Sheets as of June 30, 2021 and December 31, 2020	1
	Statements of Operations for the three and six months ended June 30, 2021	2
	Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2021	3
	Statement of Cash Flows for the six months ended June 30, 2021	4
	Notes to Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22
Part II.Other Information
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	25


	June 30, 2021		December 31, 2020
	(unaudited)
ASSETS

Current assets:
Cash	$	223,129	$	—
Prepaid expenses		1,472,119	$	—
Total current assets		1,695,248		—

Cash and marketable securities held in trust account		500,015,499		—
Deferred tax asset		—		—
Total assets	$	501,710,747	$	—

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued liabilities	$	60,000	$	—
Notes payable, affiliates		300,000	$	—
Total current liabilities		360,000		—

Deferred underwriting commissions		17,500,000		—
Warrant derivative liability		22,083,333		—
Total liabilities	$	39,943,333	$	—
Commitments		—		—

Class A common stock subject to possible redemption, 45,676,740 shares at redemption value of $10.00 per share	$	456,767,404	$	—

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, 4,323,260 and 0 shares issued and outstanding, respectively (excluding 45,676,740 and 0 shares subject to possible redemption)		432		—
Class B common stock, $0.0001 par value, 60,000,000 shares authorized, 12,500,000 and 7,187,500 issued and outstanding, respectively		1,250		719
Additional paid-in capital		—		281
Retained earnings		4,998,328		—
Subscription notes receivable, affiliates		—		(1,000)
Total stockholders' equity		5,000,010		—
Total liabilities and stockholders' equity	$	501,710,747	$	—



	Three months		Six months
	ended		ended
	June 30, 2021		June 30, 2021
	(unaudited)		(unaudited)
Expenses:
General and administrative expenses	$	31,242	$	1,318,142
Loss from operations		(31,242)		(1,318,142)
Other income (expense):
Interest income		15,499		15,499
Gain (loss) on warrant derivative liability		10,916,667		11,250,000
Total income (expense)		10,932,166		11,265,499

Income before taxes		10,900,924		9,947,357
Tax benefit (provision)		—		—

Net income	$	10,900,924	$	9,947,357

Basic and diluted income per share:
Net income per share, Non-redeemable	$	0.62	$	0.62
Basic and diluted weighted average number of shares outstanding, Non-redeemable		17,533,851		15,952,837

Net income per share, Redeemable	$	0.00	$	0.00
Basic and diluted weighted average number of shares outstanding, Redeemable		44,966,149		44,877,349


	Class A common stock			Class B common stock			Additional		Retained earnings/		Subscription note
	Shares	Amount		Shares	Amount		paid-in capital		(accumulated deficit)		receivable, affiliates		Total
Balance, December 31, 2020	—	$	—	7,187,500	$	719	$	281	$	—	$	(1,000)	$	—
Class B shares issued	—		—	7,187,500		719		9,281		—		(10,000)		—
Excess cash received over fair value of sponsor warrants	—		—	—		—		1,333,334		—		—		1,333,334
Class A shares issued, less fair value of public warrants	50,000,000		5,000	—		—		477,828,333		—		—		477,833,333
Underwriters commissions and offering costs	—		—	—		—		(27,046,310)		—		—		(27,046,310)
Class A shares subject to redemption	(44,616,678)		(4,462)	—		—		(446,162,318)		—		—		(446,166,780)
Shares forfeited	—		—	(1,875,000)		(188)		188		—		—		—
Net loss	—		—	—		—		—		(953,567)		—		(953,567)
Balance, March 31, 2021 (unaudited)	5,383,322	$	538	12,500,000	$	1,250	$	5,962,789	$	(953,567)	$	(11,000)	$	5,000,010
Payment of affiliate note receivable	—		—	—		—		—		—		11,000		11,000
Class A shares subject to redemption	(1,060,062)		(106)	—		—		(5,651,489)		(4,949,029)		—		(10,600,624)
Underwriters commissions and offering costs	—		—	—		—		(311,300)		—		—		(311,300)
Net income	—		—	—		—		—		10,900,924		—		10,900,924
Balance, June 30, 2021 (unaudited)	4,323,260	$	432	12,500,000	$	1,250	$	—	$	4,998,328	$	—	$	5,000,010



	Six months ended
	June 30,
	2021
	(unaudited)
Cash flows from operating activities:
Net income	$	9,947,357
Adjustments to reconcile net income to net cash used in operating activities:
Trust account interest income		(15,499)
(Gain) loss on warrant derivative liability		(11,250,000)
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses		(1,472,119)
Increase (decrease) in accounts payable and accrued liabilities		60,000
Net cash used in operating activities		(2,730,261)

Cash flows from investing activities:
Cash deposited in trust account		(500,000,000)
Net cash used in investing activities		(500,000,000)

Cash flows from financing activities:
Proceeds from public offering		500,000,000
Proceeds from sale of private placement warrants		12,500,000
Proceeds from affiliate notes payable		300,000
Payment for underwriting discounts		(9,057,610)
Payment of offering costs		(602,685)
Payment of offering costs in affiliate notes payable		(197,315)
Proceeds from stock subscriptions receivable, affiliates		11,000
Net cash provided by financing activities		502,953,390

Net increase (decrease) in cash and cash equivalents		223,129
Cash and cash equivalents at beginning of period		—
Cash and cash equivalents at end of period	$	223,129

Supplemental schedule of non-cash financing activities:
Change in value of common shares subject to possible conversion	$	10,909,313
Initial classification of common shares subject to possible conversion	$	445,858,091
Deferred underwriting commissions	$	17,500,000
Initial warrant derivative liability	$	33,333,333


	Three months ended June 30, 2021				Six months ended June 30, 2021
	Redeemable		Non-redeemable		Redeemable		Non-redeemable
Net Income	$	—	$	10,900,924	$	—	$	9,947,357

Basic and diluted weighted average number of shares		44,966,149		17,533,851		44,877,349		15,952,837
Basic and diluted earnings per share	$	—	$	0.62	$	—	$	0.62


	Fair Value measured as of June 30, 2021
	Level 1		Level 2		Level 3		Total
Cash and marketable securities held in trust	$	500,015,499	$	—	$	—	$	500,015,499

Warrant derivative liability
Public Warrants	$	13,250,000	$	—	$	—	$	13,250,000
Sponsor Warrants		—		8,833,333		—		8,833,333
Total Warrant derivative liability	$	13,250,000	$	8,833,333	$	—	$	22,083,333


	June 30, 2021
Initial valuation of warrant liability		33,333,333
Gain on derivative liability		(333,333)
Ending Balance	$	33,000,000
Transfer from Level 3 to Level 1		(22,000,000)
Transfer from Level 3 to Level 2		(11,000,000)
Ending Balance	$	—


Exhibit No.		Description
10.1		Convertible Promissory Note, dated May 10, 2021, issued to TJF, LLC.(1)
10.2		Convertible Promissory Note, dated May 10, 2021, issued to Jefferies Financial Group Inc.(1)
31.1*		Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
31.2*		Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
32.1**		Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
32.2**		Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit).


		LANDCADIA HOLDINGS IV, INC.

		By:	/s/ Tilman J. Fertitta
			Name:	Tilman J. Fertitta
			Title:	Chief Executive Officer (principal executive officer)

		By:	/s/ Richard H. Liem
			Name:	Richard H. Liem
			Title:	Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)

Dated	August 16, 2021

SEC Form 10-Q filed by Landcadia Holdings II, Inc.