Landcadia Holdings IV Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 28, 2023, Landcadia Holdings IV, Inc. (the “Company” or “we”) amended and restated the previously issued unsecured amended and restated convertible promissory notes (the “Convertible Promissory Notes”) to each of TJF, LLC (“TJF”) and Jefferies US Holdings LLC (“JUSH” and, together with TJF, the “Sponsors”), to (i) increase the principal under each note from $1,000,000 to $1,250,000, resulting in an aggregate principal amount of $2,500,000 under the Convertible Promissory Notes, as amended, and (ii) extend the Maturity Date (as defined below) thereunder from March 29, 2023 to September 29, 2023. The Company may borrow under the Convertible Promissory Notes for ongoing expenses reasonably related to the business of the Company and the consummation of the Business Combination, as defined below. All unpaid principal under the Convertible Promissory Notes will be due and payable in full on the earlier of (i) September 29, 2023 and (ii) the effective date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (the “Business Combination”) (such earlier date, the “Maturity Date”). The Sponsors will have the option, at any time on or prior to the Maturity Date, to convert up to $1,500,000 outstanding under the Convertible Promissory Notes into warrants to purchase shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A common stock”), at a conversion price of $1.50 per warrant, with each warrant entitling the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering.
The foregoing descriptions of the amended and restated Convertible Promissory Notes do not purport to be complete and are qualified in their entirety by the provisions of the amended and restated Convertible Promissory Notes, which are attached hereto as Exhibit 10.1 and Exhibit 10.2 and are incorporated by reference herein.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 10.1 | Second Amended and Restated Convertible Promissory Note, dated as of March 28, 2023, issued to TJF, LLC. | |
| 10.2 | Second Amended and Restated Convertible Promissory Note, dated as of March 28, 2023, issued to Jefferies US Holdings LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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. | |||
| By: | /s/ Tilman J. Fertitta | ||
| Name: | Tilman J. Fertitta | ||
| Title: | Chief Executive Officer | ||
Date: April 3, 2023