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, 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 November 22, 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.

Table of Contents

LANDCADIA HOLDINGS IV, INC.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2021

TABLE OF CONTENTS

		Page
Part I. Financial Information
Item 1.	Financial Statements
	Balance Sheets as of September 30, 2021(unaudited) and December 31, 2020	1
	Unaudited Statements of Operations for the three and nine months ended September 30, 2021 and for the period from August 13, 2020 (inception) through September 30, 2020	2
	Unaudited Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2021 and for the period from August 13, 2020 (inception) through September 30, 2020	3
	Unaudited Statement of Cash Flows for the nine months ended September 30, 2021 and for the period from August 13, 2020 (inception) through September 30, 2020	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	21
Item 4.	Controls and Procedures	21
Part II.Other Information
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	25

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

LANDCADIA HOLDINGS IV, INC.

BALANCE SHEETS


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

Current assets:
Cash	$	113,902	$	—
Prepaid expenses		1,258,499		—
Total current assets		1,372,401		—

Cash and marketable securities held in trust account		500,023,181		—
Total assets	$	501,395,582	$	—

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable and accrued liabilities	$	120,000	$	—
Notes payable, affiliates		853,712		—
Total current liabilities		973,712		—

Deferred underwriting commissions		17,500,000		—
Warrant derivative liability		20,833,333		—
Total liabilities	$	39,307,045	$	—
Commitments		—		—

Class A common stock subject to possible redemption, 50,000,000 shares at redemption value of $10.00 per share	$	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 and 7,187,500 issued and outstanding,respectively		1,250		719
Additional paid-in capital		—		281
Accumulated deficit		(37,912,713)		—
Subscription notes receivable, affiliates		—		(1,000)
Total stockholders' deficit		(37,911,463)		—
Total liabilities and stockholders' deficit	$	501,395,582	$	—

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

Table of Contents

LANDCADIA HOLDINGS IV, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)


					For the period from
	Three months		Nine months		August 13, 2020
	ended		ended		(inception) through
	September 30, 2021		September 30, 2021		September 30, 2020
Expenses:
General and administrative expenses	$	936,559	$	2,254,701	$	—
Loss from operations		(936,559)		(2,254,701)		—
Other income (expense):
Interest income		7,682		23,181		—
Gain (loss) on warrant derivative liability		1,250,000		12,500,000		—
Total income (expense)		1,257,682		12,523,181

Income before taxes		321,123		10,268,480		—
Tax benefit (provision)		—		—		—

Net income	$	321,123	$	10,268,480	$	—

Class B basic and diluted net income per share:
Net income per share	$	0.01	$	0.16	$	—
Basic and diluted weighted average number of shares outstanding		12,500,000		12,500,000		6,250,000

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

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

Table of Contents

LANDCADIA HOLDINGS IV, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT


	Class B common stock			Additional				Subscription note
	Shares	Amount		paid-in capital		Accumulated deficit		receivable, affiliates		Total
Balance, August 13, 2020 (inception)	—	$	—	$	—	$	—	$	—	$	—
Class B shares issued	7,187,500		719		281		—		(1,000)		—
Balance, September 30, 2020	7,187,500		719		281		—		(1,000)		—


	Class B common stock			Additional				Subscription note
	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	—		—		477,833,333		—		—		477,833,333
Underwriters commissions and offering costs	—		—		(27,046,310)		—		—		(27,046,310)
Class A shares subject to redemption, As Restated⁽¹⁾	—		—		(452,130,107)		(47,869,893)		—		(500,000,000)
Shares forfeited	(1,875,000)		(188)		188		—		—		—
Net loss	—		—		—		(953,567)		—		(953,567)
Balance, March 31, 2021, As Restated (unaudited)⁽¹⁾	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, restated	—		—		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, As Restated (unaudited)⁽¹⁾	12,500,000	$	1,250	$	—	$	(38,233,836)	$	—	$	(38,232,586)
Class A shares subject to redemption	—		—		—		—		—		—
Underwriters commissions and offering costs	—		—		—		—		—		—
Net income	—		—		—		321,123		—		321,123
Balance, September 30, 2021 (unaudited)	12,500,000	$	1,250	$	—	$	(37,912,713)	$	—	$	(37,911,463)

(1)As restated to reflect all Class A shares as redeemable. See Note 2.

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

Table of Contents

LANDCADIA HOLDINGS IV, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)


			For the period from
	Nine months ended		August 13, 2020
	September 30,		(inception) through
	2021		September 30, 2020
Cash flows from operating activities:
Net income	$	10,268,480	$	—
Adjustments to reconcile net income to net cash used in operating activities:
Trust account interest income		(23,181)		—
(Gain) loss on warrant derivative liability		(12,500,000)		—
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses		(1,258,499)		—
Increase (decrease) in accounts payable and accrued liabilities		120,000		—
Net cash used in operating activities		(3,393,200)		—

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		853,712		—
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		503,507,102		—

Net increase (decrease) in cash		113,902		—
Cash at beginning of period		—		—
Cash at end of period	$	113,902	$	—

Supplemental schedule of non-cash financing activities:

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