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 SEPTEMBER 30, 2022

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 November 10, 2022, 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.

Table of Contents

LANDCADIA HOLDINGS IV, INC.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2022

TABLE OF CONTENTS

		Page
Part I. Financial Information
Item 1.	Financial Statements
	Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021	1
	Unaudited Statements of Operations for the three and nine months ended September 30, 2022 and 2021	2
	Unaudited Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2022 and 2021	3
	Unaudited Statements of Cash Flows for the nine months ended September 30, 2022 and 2021	4
	Unaudited Notes to Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	21
Part II.Other Information
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	25

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

LANDCADIA HOLDINGS IV, INC.

BALANCE SHEETS


	September 30, 2022		December 31, 2021
	(unaudited)
ASSETS

Current assets:
Cash	$	52,473	$	41,301
Prepaid expenses		410,986		1,044,879
Total current assets		463,459		1,086,180

Cash and marketable securities held in trust account		503,317,449		500,031,065
Deferred tax asset		454,290		—
Total assets	$	504,235,198	$	501,117,245

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:
Accounts payable and accrued liabilities	$	596,611	$	707,734
Notes payable, affiliates		1,503,712		853,712
Income tax payable		539,883		—
Total current liabilities		2,640,206		1,561,446

Deferred underwriting commissions		17,500,000		17,500,000
Warrant derivative liability		3,125,000		21,041,666
Total liabilities	$	23,265,206	$	40,103,112
Commitments		—		—

Class A common stock subject to possible redemption, 50,000,000 shares at redemption value of $10.06 and $10.00 per share, respectively	$	502,769,612	$	500,000,000

Stockholders’ Deficit:
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, -0- shares issued and outstanding (excluding 50,000,000 shares subject to possible redemption)		—		—
Class B common stock, $0.0001 par value, 60,000,000 shares authorized, 12,500,000 issued and outstanding		1,250		1,250
Accumulated deficit		(21,800,870)		(38,987,117)
Total stockholders’ deficit		(21,799,620)		(38,985,867)
Total liabilities and stockholders’ deficit	$	504,235,198	$	501,117,245

The accompanying notes are an integral part of these unaudited financial statements.

Table of Contents

LANDCADIA HOLDINGS IV, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)



	Three months ended				Nine months ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Expenses:
General and administrative expenses	$	380,650	$	936,559	$	1,303,786	$	2,254,701
Loss from operations		(380,650)		(936,559)		(1,303,786)		(2,254,701)
Other income (expense):
Interest income		2,592,257		7,682		3,428,572		23,181
Gain on warrant derivative liability		3,541,667		1,250,000		17,916,666		12,500,000
Total income (expense)		6,133,924		1,257,682		21,345,238		12,523,181

Income before taxes		5,753,274		321,123		20,041,452		10,268,480
Tax benefit (provision)		(285,664)		—		(85,593)		—

Net income	$	5,467,610	$	321,123	$	19,955,859	$	10,268,480

Class B basic and diluted income per share:
Net income per share	$	0.09	$	0.01	$	0.32	$	0.16
Basic and diluted weighted average number of shares outstanding		12,500,000		12,500,000		12,500,000		12,500,000

Class A basic and diluted income per share:
Net income per share	$	0.09	$	0.01	$	0.32	$	0.16
Basic and diluted weighted average number of shares outstanding		50,000,000		50,000,000		50,000,000		50,000,000

The accompanying notes are an integral part of these unaudited financial statements.

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LANDCADIA HOLDINGS IV, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021


	Class B common stock				Additional				Subscription note		Total
	Shares		Amount		paid-in capital		Accumulated deficit		receivable, affiliates		Stockholders’ Deficit
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		—		—		477,833,333		—		—		477,833,333
Underwriters commissions and offering costs		—		—		(27,046,310)		—		—		(27,046,310)
Class A shares subject to redemption		—		—		(452,130,107)		(47,869,893)		—		(500,000,000)
Shares forfeited		(1,875,000)		(188)		188		—		—		—
Payment of affiliate note receivable		—		—		—		—				—
Net loss		—		—		—		(953,567)		—		(953,567)
Balance, March 31, 2021 (unaudited)		12,500,000	$	1,250	$	—	$	(48,823,460)	$	(11,000)	$	(48,833,210)
Payment of affiliate note receivable		—		—		—		—		11,000		11,000
Class A shares subject to redemption		—		—		311,300		(311,300)		—		—
Underwriters commissions and offering costs		—		—		(311,300)		—		—		(311,300)
Net income		—		—		—		10,900,924		—		10,900,924
Balance, June 30, 2021 (unaudited)		12,500,000	$	1,250	$	—	$	(38,233,836)	$	—	$	(38,232,586)
Net income		—		—		—		321,123		—		321,123
Balance, September 30, 2021 (unaudited)		12,500,000	$	1,250	$	—	$	(37,912,713)	$	—	$	(37,911,463)

Balance, December 31, 2021		12,500,000	$	1,250	$	—	$	(38,987,117)	$	—	$	(38,985,867)
Net income		—		—		—		10,172,635		—		10,172,635
Balance, March 31, 2022 (unaudited)	$	12,500,000	$	1,250	$	—	$	(28,814,482)	$	—	$	(28,813,232)
Net income		—		—		—		4,315,614		—		4,315,614
Remeasurement of class A shares subject to redemption		—		—		—		(705,392)		—		(705,392)
Balance, June 30, 2022 (unaudited)	$	12,500,000	$	1,250	$	—	$	(25,204,260)	$	—	$	(25,203,010)
Net income		—		—		—		5,467,610		—		5,467,610
Remeasurement of class A shares subject to redemption		—		—		—		(2,064,220)		—		(2,064,220)
Balance, September 30, 2022 (unaudited)	$	12,500,000	$	1,250	$	—	$	(21,800,870)	$	—	$	(21,799,620)

The accompanying notes are an integral part of these unaudited financial statements.

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LANDCADIA HOLDINGS IV, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

SEC Form 10-Q filed by Landcadia Holdings IV Inc.