SEC Form SC 13D/A filed by Waitr Holdings Inc. (Amendment)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

Eric S. Wagner, Esq.

Kleinberg, Kaplan, Wolff & Cohen, P.C.

500 Fifth Avenue, New York, New York 10110

 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [__].

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Includes 1,511,609 Shares and 314,210 Shares issuable upon conversion of the Convertible Notes.

(1) Includes 4,403,739 Shares and 915,382 Shares issuable upon conversion of the Convertible Notes.

(1) Includes 4,403,739 Shares and 915,382 Shares issuable upon conversion of the Convertible Notes.

(1) Includes 13,482,369 Shares and 2,802,509 Shares issuable upon conversion of the Convertible Notes.

(1) Includes 12,138,143 Shares and 2,523,092 Shares issuable upon conversion of the Convertible Notes.

(1) Includes 25,620,512 Shares and 5,325,601 Shares issuable upon conversion of the Convertible Notes.

(1) Includes 25,620,512 Shares and 5,325,601 Shares issuable upon conversion of the Convertible Notes.

(1) Includes 13,482,369 Shares and 2,802,509 Shares issuable upon conversion of the Convertible Notes.

(1) Includes 25,620,512 Shares and 5,325,601 Shares issuable upon conversion of the Convertible Notes.

The following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed by the undersigned on August 1, 2022 (the “Initial Schedule 13D”) relating to the Common Stock, par value $0.0001 per share (the “Shares”), of Waitr Holdings Inc., a Delaware corporation (the “Issuer”).  This Amendment No. 1 amends and supplements the Initial Schedule 13D as specifically set forth herein.  Except as set forth herein, the Schedule 13D is unmodified.

The Reporting Persons paid the following to acquire the Shares reported as beneficially owned by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Lugard Master Fund:

The funds used to purchase these securities were obtained from the general working capital of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Lugard Master Fund and margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings.  See Item 4 of this Schedule 13D.

(a)            The Onshore Fund may be deemed to beneficially own 7,516,295 Shares, including 1,293,500 Shares issuable upon conversion of the Convertible Notes, constituting approximately 3.6% of outstanding Shares.

The Offshore Master Fund may be deemed to beneficially own 5,319,121, including 915,382 Shares issuable upon conversion of the Convertible Notes, constituting approximately 2.6% of outstanding Shares.  The Offshore Feeder Fund, as the owner of a controlling interest in the Offshore Master Fund, may be deemed to beneficially own the 5,319,121 Shares beneficially owned by the Offshore Master Fund, constituting approximately 2.6% of the outstanding Shares.

The Lugard Master Fund may be deemed to beneficially own 16,284,878 Shares, including 2,802,509 Shares issuable upon conversion of the Convertible Notes, constituting approximately 7.7% of outstanding Shares. Lugard GP, as the general partner of the Lugard Master Fund, may be deemed to beneficially own the 16,284,878 Shares beneficially owned in the aggregate by the Lugard Master Fund, constituting approximately 7.7% of the outstanding Shares. Mr. Green, as a managing member of the Lugard GP, may be deemed to beneficially own the 16,284,878 Shares owned by the Lugard GP, constituting approximately 7.7% of the outstanding Shares.

The Wavefront Fund may be deemed to beneficially own 1,825,819, including 314,210 Shares issuable upon conversion of the Convertible Notes, constituting less than 1.0% of the outstanding Shares.

LCG Holdings, as the general partner of the Onshore Fund, the Wavefront Fund and the Offshore Master Fund, may be deemed to beneficially own the 14,661,235 Shares beneficially owned in the aggregate by the Onshore Fund, the Wavefront Fund and the Offshore Master Fund, constituting approximately 7.0% of the outstanding Shares.

Luxor Capital Group, as the investment manager of the Luxor Funds, may be deemed to beneficially own the 30,946,113 Shares beneficially owned in the aggregate by the Luxor Funds, constituting approximately 14.5% of the outstanding Shares.

Luxor Management, as the general partner of Luxor Capital Group, may be deemed to beneficially own the 30,946,113 Shares beneficially owned by Luxor Capital Group, constituting approximately 14.5% of the outstanding Shares.

Mr. Leone, as the managing member of Luxor Management, may be deemed to beneficially own the 30,946,113 Shares beneficially owned by Luxor Management, constituting approximately 14.5% of the outstanding Shares.

(c)            The transactions effected by the Reporting Persons in the past 60 days are set forth on Schedule B attached hereto.

(d)            No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)            Not applicable.

See Items 4 and 5(a) of this Schedule 13D.

As described in Item 4 of this Schedule 13D, Jonathan Green serves on the board of directors of the Issuer.  As a result, Mr. Green intends to take an active role in working with the Issuer's management on operational, financial and strategic initiatives.

The Luxor Funds entered into a registration rights agreement with the Issuer pursuant to which they received certain registration rights with respect to the Debt Warrants, the Shares issuable upon exercise of the Debt Warrants and the Shares issuable upon conversion of the Convertibles Notes held by the Luxor Funds.  This registration rights agreement is incorporated herein by reference to the November 2018 8-K.

The Luxor Funds also entered into a letter agreement with the Issuer providing for an exchange of their Convertible Notes for new notes and the registration for resale of such new notes under certain circumstances set forth in such letter agreement.  This letter agreement is incorporated herein by reference to the November 2018 8-K.

The Reporting Persons entered into a Conversion Agreement with the Issuer dated as of May 1, 2020 (the “May 2020 Conversion Agreement”).  The May 2020 Conversion Agreement is incorporated herein by reference to the Form 8-K (File No. 001-37788) filed by the Issuer on May 7, 2020.

The Reporting Persons entered in another Conversion Agreement with the Issuer dated as of May 13, 2022 (the “May 2022 Conversion Agreement”). The May 2022 Conversion Agreement is incorporated herein by reference to the Form 8-K (File No. 001-37788) filed by the Issuer on May 17, 2022.

The Reporting Persons entered into another Conversion Agreement with the Issuer dated as of July 22, 2022 (the “July 2022 Conversion Agreement”).  The July 2022 Conversion Agreement is incorporated herein by reference to the Form 8-K (File No. 001-37788) filed by the Issuer on July 25, 2022.

On August 1, 2022, the Reporting Persons entered into a Joint Filing Agreement (the “Joint Filing Agreement”) in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

The Debt Warrants expired by their terms as of November 15, 2022 and the Reporting Persons received no value with respect to such expiration.

Except as described above in this Item 6, none of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated:  November 22, 2022