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. 2)*

(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 244,015 Shares (as defined below) and 65,582 Shares issuable upon conversion of the Convertible Notes (as defined below).

(1) Includes 59,275 Shares and 15,930 Shares issuable upon conversion of the Convertible Notes.

(1) Includes 172,685 Shares and 46,411 Shares issuable upon conversion of the Convertible Notes.

(1) Includes 172,685 Shares and 46,411 Shares issuable upon conversion of the Convertible Notes.

(1) Includes 528,686 Shares and 142,091 Shares issuable upon conversion of the Convertible Notes.

(1) Includes 475,975 Shares and 127,923 Shares issuable upon conversion of the Convertible Notes.

(1)

(1) Includes 528,686 Shares and 142,091 Shares issuable upon conversion of the Convertible Notes.

(1) Includes 1,004,661 Shares and 270,014 Shares issuable upon conversion of the Convertible Notes.

(1) Includes 1,004,661 Shares and 270,014 Shares issuable upon conversion of the Convertible Notes.

(1) Includes 528,686 Shares and 142,091 Shares issuable upon conversion of the Convertible Notes.

(1) Includes 1,004,661 Shares and 270,014 Shares issuable upon conversion of the Convertible Notes.

The following constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D filed by the undersigned on August 1, 2022 (the “Initial Schedule 13D”), as amended by Amendment No. 1 to the Initial Schedule 13D filed by the undersigned on November 22, 2022 (“Amendment No. 1,” and together with the Initial Schedule 13D, the “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. 2 amends and supplements the 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:

(i)	$5,023,320 in connection with the purchase of Shares; and

(ii)	the Reporting Persons obtained the Convertible Notes in connection with the Luxor Funds entering into the Convertible Notes Agreement (as defined below).  The Reporting Persons paid a total of $42,327,845 for the Convertible Notes currently owned by them.

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 309,597 Shares, including 65,582 Shares issuable upon conversion of the Convertible Notes, constituting approximately 3.0% of outstanding Shares.

The Offshore Master Fund may be deemed to beneficially own 219,096, including 46,411 Shares issuable upon conversion of the Convertible Notes, constituting approximately 2.1% 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 219,096 Shares beneficially owned by the Offshore Master Fund, constituting approximately 2.1% of the outstanding Shares.

The Lugard Master Fund may be deemed to beneficially own 670,777 Shares, including 142,091 Shares issuable upon conversion of the Convertible Notes, constituting approximately 6.4% of outstanding Shares. Lugard GP, as the general partner of the Lugard Master Fund, may be deemed to beneficially own the 670,777 Shares beneficially owned in the aggregate by the Lugard Master Fund, constituting approximately 6.4% of the outstanding Shares. Mr. Green, as a managing member of the Lugard GP, may be deemed to beneficially own the 670,777 Shares owned by the Lugard GP, constituting approximately 6.4% of the outstanding Shares.

The Wavefront Fund may be deemed to beneficially own 75,205, including 15,930 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 603,898 Shares beneficially owned in the aggregate by the Onshore Fund, the Wavefront Fund and the Offshore Master Fund, constituting approximately 5.7% of the outstanding Shares.

Luxor Capital Group, as the investment manager of the Luxor Funds, may be deemed to beneficially own the 1,274,675 Shares beneficially owned in the aggregate by the Luxor Funds, constituting approximately 12.0% of the outstanding Shares.

Luxor Management, as the general partner of Luxor Capital Group, may be deemed to beneficially own the 1,274,675 Shares beneficially owned by Luxor Capital Group, constituting approximately 12.0% of the outstanding Shares.

Mr. Leone, as the managing member of Luxor Management, may be deemed to beneficially own the 1,274,675 Shares beneficially owned by Luxor Management, constituting approximately 12.0% of the outstanding Shares.

(c)            The transactions effected by the Reporting Persons since the filing of Amendment No. 1 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.

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.