0001410578-23-002533.txt : 20231120 0001410578-23-002533.hdr.sgml : 20231120 20231117193009 ACCESSION NUMBER: 0001410578-23-002533 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 44 CONFORMED PERIOD OF REPORT: 20230930 FILED AS OF DATE: 20231120 DATE AS OF CHANGE: 20231117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Landcadia Holdings IV, Inc. CENTRAL INDEX KEY: 0001844642 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-40283 FILM NUMBER: 231420469 BUSINESS ADDRESS: STREET 1: 1510 WEST LOOP SOUTH CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 713 850 1010 MAIL ADDRESS: STREET 1: 1510 WEST LOOP SOUTH CITY: HOUSTON STATE: TX ZIP: 77027 10-Q 1 lcahu-20230930x10q.htm 10-Q
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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, 2023

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 15, 2023, 13,558,523 shares of Class A common stock, par value $0.0001 per share, were issued and outstanding.

LANDCADIA HOLDINGS IV, INC.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2023

TABLE OF CONTENTS

Page

Part I. Financial Information

Item 1.

Financial Statements

Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022

1

Unaudited Statements of Operations for the three and nine months ended September 30, 2023 and 2022

2

Unaudited Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2023 and 2022

3

Unaudited Statements of Cash Flows for the nine months ended September 30, 2023 and 2022

4

Unaudited 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

22

Item 4.

Controls and Procedures

22

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

23

Item 3.

Defaults Upon Senior Securities

25

Item 4.

Mine Safety Disclosures

25

Item 5.

Other Information

25

Item 6.

Exhibits

26

Signatures

27

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

LANDCADIA HOLDINGS IV, INC.

BALANCE SHEETS

    

September 30, 2023

    

December 31, 2022

(Unaudited)

ASSETS

Current assets:

 

  

 

  

Cash

$

162,029

$

1,557,716

Prepaid expenses

 

28,502

197,366

Total current assets

 

190,531

 

1,755,082

Cash held in trust account

 

11,050,470

 

13,850,950

Deferred tax asset

 

80,346

 

Total assets

$

11,321,347

$

15,606,032

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

 

  

 

  

Accounts payable and accrued liabilities

$

882,596

$

803,254

Notes payable, affiliates

 

2,273,712

1,573,712

Income tax payable

48,093

1,427,375

Total current liabilities

 

3,204,401

 

3,804,341

Warrant liability

 

2,916,667

 

2,083,333

Total liabilities

$

6,121,068

$

5,887,674

Commitments

 

 

Class A common stock subject to possible redemption, 1,058,523 shares at $10.44 per share and 1,357,537 shares at $10.20 per share at September 30, 2023 and December 31, 2022, respectively

$

11,050,470

$

13,850,950

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 1,058,523 and 1,357,537 shares subject to possible redemption at September 30, 2023 and December 31, 2022, respectively)

 

 

Class B common stock, $0.0001 par value, 60,000,000 shares authorized, 12,500,000 shares issued and outstanding

 

1,250

 

1,250

Accumulated deficit

(5,851,441)

(4,133,842)

Total stockholders’ deficit

 

(5,850,191)

 

(4,132,592)

Total liabilities and stockholders’ deficit

$

11,321,347

$

15,606,032

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

1

LANDCADIA HOLDINGS IV, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

Three months ended

Nine months ended

    

September 30, 2023

    

September 30, 2022

    

September 30, 2023

    

September 30, 2022

Expenses:

 

  

 

  

General and administrative expenses

 

$

364,505

$

380,650

$

915,433

 

$

1,303,786

Loss from operations

 

(364,505)

(380,650)

(915,433)

 

(1,303,786)

Other income (expense):

 

 

Interest income

 

161,768

2,592,257

333,930

 

3,428,572

Gain (loss) on warrant liability

 

416,666

3,541,667

(833,334)

 

17,916,666

Total income (expense)

 

578,434

6,133,924

(499,404)

 

21,345,238

Income (loss) before taxes

 

213,929

5,753,274

(1,414,837)

 

20,041,452

Tax benefit (provision)

 

4,365

(285,664)

4,365

 

(85,593)

Net income (loss)

$

218,294

$

5,467,610

$

(1,410,472)

$

19,955,859

Class A basic and diluted income (loss) per share:

Net income (loss) per share

$

0.02

$

0.09

$

(0.10)

$

0.32

Basic and diluted weighted average number of shares outstanding

1,344,536

50,000,000

1,353,156

50,000,000

Class B basic and diluted income (loss) per share:

Net income (loss) per share

$

0.02

$

0.09

$

(0.10)

$

0.32

Basic and diluted weighted average number of shares outstanding

12,500,000

12,500,000

12,500,000

12,500,000

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

2

LANDCADIA HOLDINGS IV, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Class A common stock not

Class B common stock not

subject to redemption

subject to redemption

Additional

Total

    

Shares

    

Amount

    

Shares

    

Amount

    

paid-in capital

    

Accumulated deficit

    

Stockholders’ Deficit

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)

Balance, December 31, 2022

$

12,500,000

$

1,250

$

$

(4,133,842)

$

(4,132,592)

Net loss

(1,639,026)

(1,639,026)

Remeasurement of class A shares subject to redemption

(13,851)

(13,851)

Balance, March 31, 2023 (unaudited)

$

12,500,000

$

1,250

$

$

(5,786,719)

$

(5,785,469)

Net income

10,260

10,260

Remeasurement of class A shares subject to redemption

(144,951)

(144,951)

Balance, June 30, 2023 (unaudited)

$

 

12,500,000

$

1,250

$

$

(5,921,410)

$

(5,920,160)

Net income

218,294

218,294

Remeasurement of class A shares subject to redemption

(148,325)

(148,325)

Balance, September 30, 2023 (unaudited)

$

 

12,500,000

$

1,250

$

$

(5,851,441)

$

(5,850,191)

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

3

LANDCADIA HOLDINGS IV, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

Nine months ended

    

September 30, 2023

    

September 30, 2022

Cash flows from operating activities:

 

 

  

Net income (loss)

$

(1,410,472)

$

19,955,859

Adjustments to reconcile net income (loss) to net cash used in operating activities:

 

 

Trust account interest income

(333,930)

(3,428,572)

Loss (Gain) on warrant liability

 

833,334

 

(17,916,666)

Deferred tax asset

(80,346)

(454,290)

Changes in operating assets and liabilities:

 

 

Decrease (increase) in prepaid expenses

 

168,864

 

633,893

Increase (decrease) in accounts payable and accrued liabilities

 

79,342

 

(111,123)

Increase (decrease) in income taxes payable

(1,379,282)

539,883

Net cash provided by (used in) operating activities

$

(2,122,490)

$

(781,016)

Cash flows from investing activities:

Cash withdrawn from trust account for redemption payments

$

3,107,608

$

Cash withdrawn from trust account for tax payments

58,558

142,188

Cash deposited in trust account

(31,755)

Net cash provided by (used in) investing activities

$

3,134,411

$

142,188

Cash flows from financing activities:

Class A share redemptions

$

(3,107,608)

$

Proceeds from affiliate notes payable

700,000

650,000

Net cash provided by (used in) financing activities

$

(2,407,608)

$

650,000

Net increase (decrease) in cash and cash equivalents

$

(1,395,687)

$

11,172

Cash and cash equivalents at beginning of period

 

1,557,716

 

41,301

Cash and cash equivalents at end of period

$

162,029

$

52,473

Supplemental schedule of non-cash financing activities:

 

  

 

  

Remeasurement of class A common shares subject to redemption

$

307,127

$

2,769,612

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

4

LANDCADIA HOLDINGS IV, INC.

NOTES TO FINANCIAL STATEMENTS

1.    Nature of Business

Business

Landcadia Holdings IV, Inc., (the “Company,” “we,” “us” or “our”), was formed as JFG Holding I LLC, a Delaware limited liability company on August 13, 2020 and converted into a Delaware corporation on January 28, 2021. We consummated an initial public offering (the “Public Offering”) on March 29, 2021.

The Company has not had any significant operations to date. The Company was formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not yet identified a Business Combination for these purposes. There is no assurance that its plans to consummate a Business Combination will be successful or successful within the target business acquisition period.

All activity through September 30, 2023 relates to the Company’s formation and Public Offering, which is described below, and identifying a target company for a Business Combination.

Sponsors

The Company’s sponsors are TJF, LLC (“TJF”) and Jefferies Financial Group Inc. (“JFG” and together with TJF, the “Sponsors”). TJF is wholly owned by Tilman J. Fertitta, the Company’s Co-Chairman and Chief Executive Officer.

Liquidation and Going Concern

In connection with our assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination before March 24, 2024, raises substantial doubt about its ability to continue as a going concern. If a Business Combination is not consummated by March 24, 2024, there will be a mandatory liquidation and subsequent dissolution. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 24, 2024.

Financing

Prior to the Public Offering, on August 13, 2020, JFG purchased 100% of the membership interest in the Company for $1,000. On January 28, 2021, the Company was converted from a limited liability company to a corporation and issued 5,727,000 shares of Class B common stock, $0.0001 par value (the “Founder Shares”) in lieu of membership rights to its member. Then on February 2, 2021, the Company completed a 1:1.25 stock split of all Founder Shares, resulting in total shares issued and outstanding of 7,187,500, all owned by JFG. On February 5, 2021, we issued 7,187,500 Founder Shares to TJF for $10,000. The total number of authorized shares of all classes of capital stock is 301,000,000, of which 240,000,000 shares are Class A common stock at par value $0.0001 per share; 60,000,000 shares are Class B common stock at par value $0.0001 per share; and 1,000,000 shares are preferred stock at par value $0.0001 per share. An aggregate of 1,875,000 Founder Shares were forfeited because the underwriters did not exercise their over-allotment option.

On December 1, 2021, JFG contributed all 6,250,000 Founder Shares and 4,166,666 Sponsor Warrants held by it to Jefferies Group LLC, a wholly-owned subsidiary of JFG. Immediately thereafter, Jefferies Group LLC contributed all 6,250,000 Founder Shares and 4,166,666 Sponsor Warrants to Jefferies US Holdings LLC ("JUSH"), a wholly owned subsidiary of Jefferies Group LLC. As of September 30, 2023, JUSH and TJF each owned 6,250,000 Class B Shares not subject to redemption and 4,166,666 Sponsor Warrants. On October 2, 2023, the Sponsors converted their Founder Shares into shares of Class A common stock on a one-to-one basis, subject to the same restrictions on redemption as when they were Founder Shares. See Notes 4 and 5.

The registration statement for the Public Offering was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on March 24, 2021. The Company consummated the Public Offering of 50,000,000 units (the “Units”), at $10.00 per

5

Unit on March 29, 2021, generating gross proceeds of $500,000,000. Each Unit consisted of one share of the Company’s Class A common stock, $0.0001 par value (the “Class A common stock”) and one-fourth of one redeemable warrant (each, a “Public Warrant” and collectively, the “Public Warrants”). Simultaneously with the closing of the Public Offering, the Company consummated the $12,500,000 private placement (the “Private Placement“) of an aggregate of 8,333,333 private placement warrants (the “Sponsor Warrants”) at a price of $1.50 per Sponsor Warrant, generating proceeds of $12,500,000. The Public Warrants and the Sponsor Warrants were issued pursuant to a warrant agreement, dated March 24, 2021, by and between the Company and Continental Stock Transfer & Trust Company (the "Warrant Agreement"). Upon the closing of the Public Offering and Private Placement on March 29, 2021, $500,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Public Offering and the Sponsor Warrants in the Private Placement was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). The underwriters did not exercise their option to purchase additional Units.

On December 22, 2022, the Company held a special meeting in lieu of an annual meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment (the "First Extension Amendment") to the Company’s second amended and restated certificate of incorporation (as amended, the “Charter”) to extend the date by which the Company must complete a Business Combination from March 29, 2023 to September 29, 2023. On December 27, 2022, we filed the First Extension Amendment with the Secretary of State of the State of Delaware. In connection with the Special Meeting, stockholders holding 48,642,463 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds held in our Trust Account as of December 20, 2022, including any interest earned on the funds held in the Trust Account (net of taxes payable). As a result, approximately $492.2 million (approximately $10.12 per share) was removed from the Trust Account to pay such holders.

On September 22, 2023, the Company held a special meeting of the holders of the Public Warrants (the "Warrantholder Meeting") at which such Public Warrantholders approved an amendment to the Warrant Agreement to provide for the conversion of the Public Warrants into the right to receive $0.40 per Public Warrant, payable in cash or shares of the Company's Class A common stock (valued at $10.00 per share), at the sole discretion of the Company, upon the consummation of the Business Combination. On September 27, 2023, the Company held a special meeting of its stockholders (the "Second Special Meeting"), at which the Company's stockholders approved an amendment to the Company's Charter (the "Second Extension Amendment") to extend the date by which the Company must complete a Business Combination from September 29, 2023 to March 24, 2024. The stockholders further voted to amend the Charter to delete the limitation that the Company maintain a net tangible asset level of at least $5,000,001 and permit the holders of Founder Shares to convert the Founder Shares into shares of Class A common stock on a one-to-one basis at any time and from time to time at the election of the holder, provided that such shares remain subject to the same restrictions on redemption. The Sponsors agreed to deposit into the Trust Account $0.03 per share of Class A common stock that remained outstanding and was not redeemed after the Second Special Meeting, on a monthly basis commencing on September 29, 2023 until a Business Combination is complete or until March 24, 2024. In connection with the Second Special Meeting, stockholders holding 299,014 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds held in our Trust Account, including interest earned on the funds held in the Trust Account (net of taxes payable). As a result, approximately $3.1 million (or approximately $10.39 per shares) was removed from the Trust Account to pay such holders.

On May 10, 2021, the Company issued unsecured, convertible promissory notes (the “Convertible Notes”) to both TJF and JFG, pursuant to which the Company could borrow up to $750,000 from each of TJF and JFG, or an aggregate of $1,500,000, for ongoing expenses reasonably related to the business of the Company and the consummation of the Business Combination. On December 1, 2021, JFG assigned all of its rights and obligations under the Convertible Notes to Jefferies Group LLC, and Jefferies Group LLC immediately transferred all of its rights and obligations under the Convertible Notes to JUSH. On July 22, 2022 and subsequently on March 28, 2023, the Company, TJF and JUSH amended and restated the Convertible Notes to increase the maximum amount the Company may borrow from each of TJF and JUSH to $1,250,000, or an aggregate of $2,500,000 and on September 27, 2023, the Company, TJF and JUST amended and restated the Convertible Notes to extend the date Maturity Date (as defined below) to March 24, 2024 (the Convertible Notes, as amended and restated, the “A&R Convertible Notes”). All unpaid principal under the A&R Convertible Notes will be due and payable in full on the earlier of (i) March 24, 2024 and (ii) the effective date of a Business Combination (such earlier date, the “Maturity Date”). TJF and JUSH each have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under their respective A&R Convertible Note, up to an aggregate amount of $1,500,000, into warrants to purchase shares of the Company’s 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 Sponsor Warrants sold concurrently with the Company’s Public Offering. As of September 30, 2023, the Company had borrowed $1,136,856 from each of TJF and JUSH, or $2,273,712 in the aggregate, under the A&R Convertible Notes. If we are required to seek additional capital, we would need to

6

borrow additional funds from our Sponsors, management team, JUSH or other third parties to operate or may be forced to liquidate. Any such advances would be repaid only from funds held outside the Trust Account or from funds released to us upon completion of our initial Business Combination.

Trust Account

The proceeds held in the Trust Account can only be held as cash or invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations.

The Company’s second amended and restated certificate of incorporation (the “Charter”) provides that, other than the withdrawal of interest to pay tax obligations (less up to $100,000 interest to pay dissolution expenses), none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units sold in the Public Offering (“Public Shares”) properly submitted in connection with a stockholder vote to amend the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the Business Combination by March 24, 2024 (within 36 months from the Public Offering) or to provide for redemption in connection with a Business Combination; or (iii) the redemption of the Public Shares if the Company is unable to complete the Business Combination by March 24, 2024, subject to applicable law. As of September 30, 2023, total assets held in trust were $11,050,470.

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the remaining net proceeds of the Public Offering and Private Placement, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination or used to redeem Public Shares. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended.

The Sponsors, the Company’s officers and directors and JUSH have entered into letter agreements with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with a stockholder vote to approve an amendment to the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination by March 24, 2024, or to provide for redemption in connection with a Business Combination and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete a Business Combination by March 24, 2024, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete a Business Combination within the prescribed time frame; and (iv) vote any Founder Shares held by them and any Public Shares purchased during or after the Public Offering (including in open market and privately-negotiated transactions) in favor of the Business Combination.

7

The Company, after signing a definitive agreement for the Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which public stockholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account and not previously released to the Company to pay its taxes, or (ii) provide public stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to commencement of the tender offer, including interest earned on the Trust Account and not previously released to the Company to pay its taxes. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete the Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination.

Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of the Business Combination and it does not conduct redemptions in connection with the Business Combination pursuant to the tender offer rules, the Charter provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares, without the Company’s prior consent.

The Public Shares have been recorded at their redemption amount and classified as temporary equity (“Redeemable Shares”), in accordance with the FASB Accounting Standards Codification (“ASC”) 480, ‘‘Distinguishing Liabilities from Equity.’’ The amount in the Trust Account was initially $10.00 per Public Share ($500,000,000 held in the Trust Account divided by 50,000,000 Public Shares). See Note 3.

The Company will have until March 24, 2024, to complete the Business Combination. If the Company does not complete the Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims to creditors and the requirements of other applicable law. The Sponsors, the Company’s officers and directors and JUSH have entered into letter agreements with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete its Business Combination by March 24, 2024; however, the Sponsors, officers, directors and JUSH are entitled to liquidating distributions from the Trust Account with respect to Public Shares held by them if the Company does not complete the Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Public Offering.

Pursuant to the letter agreements referenced above, the Sponsors, officers, directors and JUSH agreed that, if the Company submits the Business Combination to the Company’s stockholders for a vote, such parties will vote their Founder Shares and any Public Shares in favor of the Business Combination.

Liquidity and Capital Resources

As of September 30, 2023, we had an unrestricted cash balance of $162,029 as well as cash held in the Trust Account of $11,050,470 with a negative working capital balance of $3,013,870. Our working capital needs were initially satisfied through the funds held outside of the Trust Account from the Public Offering and the Private Placement. Interest on funds held in the Trust Account may be used to pay income taxes and franchise taxes, if any. Further, TJF and JUSH have each agreed, pursuant to the A&R Convertible Notes, to loan us up to $1,250,000, or an aggregate of $2,500,000, as may be required for ongoing business expenses and the Business Combination. As of September 30, 2023, we had borrowed an aggregate of $2,273,712 under the A&R Convertible Notes and Convertible Notes. TJF and JUSH each have the option to convert any amounts outstanding under their

8

respective Convertible Note, up to an aggregate amount of $1,500,000, into warrants at a price of $1.50 per warrant which would be identical to the Sponsor Warrants.

If the Company’s costs of identifying a target business, related due diligence and negotiating a Business Combination are more than have been estimated, the Company may have insufficient funds available to operate its business prior to our initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete its Business Combination or because the Company has become obligated to redeem a significant number of its Public Shares upon completion of its Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. The Company has until March 24, 2024, to consummate a Business Combination. It is uncertain that we will be able to consummate a Business Combination by that date. If a Business Combination is not consummated by that date, there will be a mandatory liquidation and subsequent dissolution.

Subsequent Events

We have evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the financial statements were issued. On October 2, 2023, the Sponsors converted their Founder Shares into shares of Class A common stock on a one-to-one basis, subject to the same restrictions on redemption as when they were Founder Shares. Other than the events disclosed, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the financial statements, other than those included herein.

Fiscal Year End

The Company has a December 31 fiscal year-end.

2.     Summary of Significant Accounting Policies

Basis of Presentation

Our accompanying financial statements include the accounts of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for these periods. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year period.

Use of Estimates

The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the valuation of equity instruments recorded as warrant liabilities.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933 (as amended, the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended

9

transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is either not an emerging growth company or an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Cash and Cash Equivalents

The Company considers cash equivalents to be all short-term investments with an original maturity of three months or less when purchased. The Company did not have any cash equivalents as of September 30, 2023 and December 31, 2022.

Cash consists of proceeds from the Public Offering and Private Placement held outside of the Trust Account and loans made by the Sponsors and JUSH, and may be used to pay for business, legal and accounting due diligence for the Business Combination and continuing general and administrative expenses.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts with a financial institution which may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and the Company believes that it is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

The Company classifies financial instruments under FASB ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are reported at fair value at each reporting period. Our financial instruments that are subject to fair value measurements consist of cash held in trust and warrant liability. The carrying value of the Company’s cash and cash equivalents, and accrued liabilities, approximates their fair value due to the short-term nature of such instruments. See Note 7 for further information.

Prepaid Expenses

As of September 30, 2023, prepaid expenses of $28,502 consisted of advanced payments to certain vendors. These prepayments will be utilized during 2023.

Offering Costs

Total offering costs were $800,000 and consisted of legal, accounting, and other costs incurred in connection with the formation and preparation of the Public Offering. Initial underwriting commissions for the Public Offering were $27,500,000, of which $17,500,000 were deferred until the completion of the Business Combination. On December 23, 2022, the underwriters waived any entitlement to the Deferred Discount in respect of any Business Combination. Because the Public Warrants have been accounted for as a liability at fair value instead of equity, the Company applied the relative fair value method and allocated $942,390 of offering costs and underwriting commissions to expenses with the remainder charged to additional paid in capital at the closing of the Public Offering. With the waiving of the Deferred Discount on December 23, 2022, a gain from the cancellation of deferred underwriting commissions of $582,750 was recorded as a Gain on deferred underwriting commissions at December 31, 2022.

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities are $882,596 and $803,254 as of September 30, 2023, and December 31, 2022, respectively, and primarily consist of accrued legal fees that are contingent on a Business Combination and Delaware franchise tax expenses.

10

Warrant Liabilities

In accordance with FASB ASC 815-40, Derivatives and Hedging: Contracts in an Entity’s Own Equity, entities must consider whether to classify contracts that may be settled in its own stock, such as warrants, as equity of the entity or as an asset or liability. If an event that is not within the entity’s control could require net cash settlement, then the contract should be classified as an asset or a liability rather than as equity. At the inception of the warrants, we determined because the terms of the Public Warrants include a provision that entitles all warrantholders to cash for their warrants in the event of a qualifying cash tender offer, while only certain of the holders of the underlying shares of common stock would be entitled to cash, our warrants should be classified as a derivative liability measured at fair value, with changes in fair value each period reported in earnings. On September 22, 2023, the Company amended the Warrant Agreement to provide for the conversion of all of the Company’s warrants, including the Public Warrants and Sponsor Warrants, into the right to receive $0.40 per warrant, payable in cash or shares of the Company’s Class A common stock (valued at $10.00 per share), at the discretion of the Company, in connection with the consummation of the Business Combination. The Company determined the amended Public Warrants should continue to be classified as a liability measured at fair value, with changes in the fair value reporting in earning each period. Volatility in our Common Stock and Public Warrants may result in significant changes in the value of the liabilities and resulting gains and losses on our statement of operations.

Income (loss) Per Common Share

Basic income (loss) per common share is computed by dividing the net income applicable to common stockholders by the weighted average number of common shares outstanding during the period. All shares of Class B common stock are assumed to convert to shares of Class A common stock on a one-for-one basis. For the three and nine months ended September 30, 2023 and 2022, the Company did not have any dilutive warrants, securities or other contracts that could, potentially, be exercised or converted into common stock. As a result, diluted income per common share is the same as basic income per common share for all periods presented. Further, in accordance with FASB ASC 260, the income per share calculation reflects the effect of the stock splits as discussed in Note 3 for all periods presented.

A reconciliation of net income (loss) per common share as adjusted for the portion of income that is attributable to common stock subject to redemption is as follows:

Three months ended

September 30, 2023

September 30, 2022

    

Class A

    

Class B

    

Class A

    

Class B

Net income (loss)

 

$

21,393

 

$

196,901

 

$

4,374,088

 

$

1,093,522

Basic and diluted weighted average number of shares

1,344,536

12,500,000

50,000,000

12,500,000

Basic and diluted income (loss) per share

$

0.02

$

0.02

$

0.09

$

0.09

Nine months ended

September 30, 2023

September 30, 2022

    

Class A

    

Class B

    

Class A

    

Class B

Net income (loss)

$

(138,226)

$

(1,272,246)

$

15,964,687

$

3,991,172

Basic and diluted weighted average number of shares

 

1,353,156

 

12,500,000

 

50,000,000

 

12,500,000

Basic and diluted income (loss) per share

$

(0.10)

$

(0.10)

$

0.32

$

0.32

Income Taxes

The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

There were no unrecognized tax benefits as of September 30, 2023 and December 31, 2022. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken

11

or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “IR Act”), which, among other things, imposes a new 1% U.S. federal excise tax on certain repurchases of stock by certain corporations. The Company recorded an expense of $31,076 in the three months ended September 30, 2023, related to the estimated excise tax on shares redeemed as a result of the Second Special Meeting and has agreed not use earnings from the trust account to pay any current, pending or future excise tax. The Company is still evaluating the impact of the excise tax imposed under the IR Act in relation to a Business Combination or future liquidation.

The effective tax rate was 1.8% and 0.3% for the three and nine months ended September 30, 2023 and 5.0% and 0.4% for the three and nine months ended September 30, 2022, respectively. The effective tax rate differs from the statutory rate of 21.0% in all periods due to the non-taxable gain on warrant liability and the movement in the valuation allowance against deferred tax assets. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that it will more likely than not realize the benefit related to its deferred tax assets.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

3.     Stockholders’ Deficit

On August 13, 2020, JFG purchased 100% of the membership interest in the Company for $1,000. On January 28, 2021, the Company was converted from a limited liability company to a corporation and issued 5,727,000 Founder Shares in lieu of membership rights to its member. Then on February 2, 2021, the Company completed a 1:1.25 stock split of all Founder Shares, resulting in total shares issued and outstanding of 7,187,500, all owned by JFG. On February 5, 2021, we issued 7,187,500 Founder Shares to TJF for $10,000. The total number of authorized shares of all classes of capital stock is 301,000,000, of which 240,000,000 shares are Class A shares at par value $0.0001 per share; 60,000,000 shares are Class B shares at par value $0.0001 per share; and 1,000,000 shares are preferred stock at par value $0.0001 per share. An aggregate of 1,875,000 Founder Shares were forfeited because the underwriters did not exercise their over-allotment option. On December 1, 2021, JFG contributed all 6,250,000 Founder Shares held by it to Jefferies Group LLC, a wholly-owned subsidiary of JFG. Immediately thereafter, Jefferies Group LLC contributed all 6,250,000 Founder Shares to JUSH, a wholly owned subsidiary of Jefferies Group LLC. As of September 30, 2023, JUSH and TJF each owned 6,250,000 Founder Shares. On October 2, 2023, the Sponsors converted their Founder Shares into shares of Class A common stock on a one-to-one basis, subject to the same restrictions on redemption as when they were Founder Shares. Following these transactions, the Company had $11,000 in invested capital, or $0.00088 per share.

Redeemable Shares

All of the 50,000,000 Public Shares sold as part of the Public Offering contained a redemption feature as defined in the Public Offering. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. The Company determined all of the 50,000,000 Public Shares should be included in temporary equity, classified outside of permanent equity, regardless of the minimum net tangible assets required by the Company’s Charter. The 1,058,523 Public Shares that remain outstanding following the redemptions in connection with our adoption of the Extension Amendments on September 27, 2023 and December 20, 2022, continue to contain the redemption feature as defined in our Annual Report on Form 10-K for the year ended December 31, 2022 filed by the Company with the SEC on April 25, 2023.

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For further information on the Founder Shares, see Note 5.

4.     Public Offering

Public Units

In the Public Offering, which closed March 29, 2021, the Company sold 50,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value per share and one-fourth of one Public Warrant. Under the terms of the Warrant Agreement, the Company has agreed to use its best efforts to file a post-effective amendment to the Public Offering registration statement or a new registration statement under the Securities Act no later than 15 business days following the completion of the Business Combination covering the shares of Class A common stock issuable upon exercise of the Public Warrants, to use its best efforts to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the Public Warrants expire or are redeemed. If a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective by the 60th business day after the closing of the Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement.

On September 22, 2023, the Company amended the Warrant Agreement to provide for the conversion of all of the Company’s warrants, including the Public Warrants and Sponsor Warrants, into the right to receive $0.40 per warrant, payable in cash or shares of the Company’s Class A common stock (valued at $10.00 per share), at the discretion of the Company, in connection with the consummation of the Business Combination. However, if the Company does not complete the Business Combination on or prior to March 24, 2024, the Public Warrants will expire at the end of such period. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsors, JUSH or their affiliates, without taking into account any Founder Shares held by the Sponsors, JUSH or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Class A common stock during the twenty (20) trading-day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price (See “—Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00”) and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price (See “—Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”).

Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00

Once the Public Warrants become exercisable, the Company may call the Public Warrants for redemption: (i) in whole and not in part; (ii) at a price of $0.01 per Public Warrant; (iii) upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and (iv) if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

13

Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants for shares of Class A common stock:

in whole and not in part;
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the shares of Class A common stock;
if, and only if, the last reported sale price (the “closing price”) of the Class A common stock equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and
if the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Sponsor Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

The “fair market value” of the Class A common stock shall mean the volume weighted average price of the Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment).

Underwriting Commissions

The Company paid an underwriting discount of $10,000,000 ($0.20 per Unit sold) to the underwriters at the closing of the Public Offering on March 29, 2021, with an additional fee (“Deferred Discount”) of $17,500,000 ($0.35 per Unit sold) payable upon the Company’s completion of the Business Combination. The Deferred Discount was to become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. On December 23, 2022, the underwriters waived any entitlement to the Deferred Discount in respect of any Business Combination. With the waiving of the Deferred Discount, the Company reversed the liability held on the books for the Deferred Discount. See Note 5 for further information on underwriting commissions.

5.     Commitments and Related Party Transactions

Founder Shares

The Founder Shares are identical to the Public Shares except that the Founder Shares are subject to certain transfer restrictions and the holders of the Founder Shares will have the right to elect all of the Company’s directors prior to the Business Combination. TJF and JUSH collectively own 20% of the Company’s issued and outstanding shares. An aggregate of 1,875,000 Founder Shares were forfeited because the underwriters did not exercise their over-allotment option.

The holders have agreed not to transfer, assign or sell any of their Founder Shares until one year after the completion of the Business Combination, or earlier if, subsequent to the Business Combination, (i) the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (ii) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “Lock Up Period”).

14

When issued, the Founder Shares were automatically convertible into shares of Class A common stock concurrently with or immediately following the consummation of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment for certain issuances in connection with the Business Combination; provided that such conversion of Founder Shares would never occur on a less than one-for-one basis. On September 27, 2023, at the Company’s Second Special Meeting, stockholders voted to permit the holders of Founder Shares to convert the Founder Shares into shares of Class A common stock on a one-to-one basis at any time and from time to time at the election of the holder, provided that such shares remain subject to the same redemption restrictions established when they were Class B shares. On October 2, 2023, the Sponsors elected to convert all of their Founder Shares on a one-for-one basis into shares of Class A common stock. See Notes 1 and 3 for further information.

Sponsor Warrants

In conjunction with the Public Offering that closed on March 29, 2021, the Sponsors purchased an aggregate of 8,333,333 Sponsor Warrants at a price of $1.50 per warrant ($12,500,000 in the aggregate) in the Private Placement. A portion of the purchase price of the Sponsor Warrants was added to the proceeds from the Public Offering to be held in the Trust Account such that at closing of the Public Offering, $500,000,000 was placed in the Trust Account. On December 1, 2021, JFG contributed all 4,166,666 Sponsor Warrants held by it to Jefferies Group LLC, a wholly-owned subsidiary of JFG. Immediately thereafter, Jefferies Group LLC contributed all 4,166,666 Sponsor Warrants to JUSH, a wholly-owned subsidiary of Jefferies Group LLC. As of September 30, 2023, JUSH and TJF each owned 4,166,666 Sponsor Warrants.

Each Sponsor Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. The Sponsor Warrants (including the Class A common stock issuable upon exercise of the Sponsor Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination and they are non-redeemable so long as they are held by the Sponsors, JUSH or their permitted transferees (except as set forth in Note 4 above in “- Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”). If the Sponsor Warrants are held by someone other than the initial purchasers of the Sponsor Warrants, JUSH or their permitted transferees, the Sponsor Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants included in the Units sold in the Public Offering. Otherwise, the Sponsor Warrants have terms and provisions that are identical to those of the Public Warrants except that the Sponsor Warrants may be exercised on a cashless basis. If the Company does not complete the Business Combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Sponsor Warrants held by TJF and JUSH will expire worthless.

On September 22, 2023, the Company amended the Warrant Agreement to provide for the conversion of all of the Company's warrants, including the Sponsor Warrants, into the right to receive $0.40 per warrant, payable in cash or shares of the Company's Class A common stock (valued at $10.00 per share), at the discretion of the Company, in connection with the consummation of the Business Combination.

Registration Rights

The Sponsors, JUSH and their permitted transferees can demand that the Company register the resale of the Founder Shares, Sponsor Warrants, the shares of Class A common stock issuable upon conversion of the Founder Shares and the exercise of Sponsor Warrants, the warrants that may be issued to them upon conversion of working capital loans (including the A&R Convertible Notes) and the shares of Class A common stock issuable upon exercise of such warrants. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have ‘‘piggy-back’’ registration rights to include their securities in other registration statements filed by the Company. Notwithstanding the foregoing, JFG and JUSH may not exercise demand and “piggyback” registration rights after five (5) and seven (7) years, respectively after the effective date of the registration statement relating to the Public Offering and may not exercise demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Commissions

Jefferies LLC was the underwriter of the Public Offering, and its indirect parent, JFG, beneficially owns 50.0% of the Founder Shares. Jefferies LLC received all of the underwriting discount that was due at the closing of the Public Offering and was to receive the additional Deferred Discount payable from the Trust Account upon completion of the Business Combination. On

15

December 23, 2022, Jefferies LLC waived any entitlement to the Deferred Discount in respect of any Business Combination. See Note 4 for further information regarding underwriting commissions.

Administrative Services Agreement

The Company entered into an administrative services agreement in which we will pay Fertitta Entertainment, Inc., (an affiliate of TJF) for office space, secretarial and administrative services provided to members of our management team, in an amount not to exceed $20,000 per month commencing on the date of effectiveness of the Public Offering and ending on the earlier of the completion of a Business Combination or the Company’s liquidation. The Company has recorded administrative services fees of $60,000 and $180,000 for the three and nine months ended September 30, 2023 and 2022, respectively.

Directors’ Payments

We expect to pay $100,000 to each of our independent directors at the closing of a Business Combination for services rendered as board members prior to the completion of a Business Combination.

Sponsors’ Indemnification of the Trust Accounts

The Sponsors have agreed that they will be jointly and severally liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors will not be responsible to the extent of any liability for such third party claims.

Sponsor Loans

On February 5, 2021 the Sponsors agreed to loan the Company up to an aggregate of $300,000 by the issuance of unsecured promissory notes to cover expenses related to the Public Offering. These loans were payable without interest on the earlier of December 31, 2021 or the completion of the Public Offering. These loans of $197,315 were repaid in full in April 2021.

On May 10, 2021, the Company issued the Convertible Notes to the Sponsors, pursuant to which the Company could borrow up to $750,000 from each Sponsor, or an aggregate of $1,500,000, for ongoing business expenses and the Business Combination. On December 1, 2021, JFG assigned all of its rights and obligations under the Convertible Notes to Jefferies Group LLC, and Jefferies Group LLC immediately transferred all of its rights and obligations under the Convertible Notes to JUSH. On July 22, 2022, on March 28, 2023 and subsequently on September 27, 2023, the Company, TJF and JUSH increased the maximum amount the Company may borrow from each of TJF and JUSH to $1,250,000, or an aggregate of $2,500,000 (the “A&R Converitble Notes”). All unpaid principal under the A&R Convertible Notes will be due and payable in full on the Maturity Date, which is the earlier of (i) March 24, 2024, or (ii) the effective date of our Business Combination. TJF and JUSH each have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under their respective A&R Convertible Note, up to an aggregate amount of $1,500,000, into warrants to purchase shares of the Company’s 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 Sponsor Warrants sold concurrently with the Company’s Public Offering. See Note 4 for terms of the warrants. As of September 30, 2023, the Company had borrowed $1,136,856 from each of TJF and JUSH, or $2,273,712 in the aggregate, under the A&R Convertible Notes. As of December 31, 2022, the Company had borrowed $786,856 from each of TJF and JUSH, or $1,573,712 in the aggregate, under the A&R Convertible Notes.

16

6.     Warrant Liabilities

In accordance with FASB ASC 815-40, Derivatives and Hedging: Contracts in an Entity’s Own Equity, an entity must consider whether to classify contracts that may be settled in its own stock, such as warrants, as equity of the entity or as an asset or liability. If an event that is not within the entity’s control could require net cash settlement, then the contract should be classified as an asset or a liability rather than as equity. At the inception of the warrants, we determined because the terms of the Public Warrants include a provision that entitles all warrantholders to cash for their warrants in the event of a qualifying cash tender offer, while only certain of the holders of the underlying shares of common stock would be entitled to cash, our warrants should be classified as a derivative liability measured at fair value, with changes in fair value each period reported in earnings. On September 22, 2023, the Company amended the Warrant Agreement to provide for the conversion of all of the Company’s warrants, including the 12,500,000 Public Warrants issued as part of the units in the Company’s Public Offering and the Sponsor Warrants, into the right to receive $0.40 per warrant, payable in cash or shares of the Company’s Class A common stock (valued at $10.00 per share), at the discretion of the Company, in connection with the consummation of the Business Combination. The revised Public Warrants were re-evaluated using FASB ASC 815-40 and we determined, consistent with previous accounting, it is most appropriate to classify the revised Public Warrants as a liability. Volatility in our Common Stock and Public Warrants may result in significant changes in the value of the warrants and resulting gains and losses on our statement of operations.

In conjunction with our Public Offering, which closed March 29, 2021, the Company sold 50,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value and one-fourth of one redeemable Public Warrant and simultaneously, the Sponsors purchased an aggregate of 8,333,333 Sponsor Warrants at a price of $1.50 per warrant ($12,500,000 in the aggregate) in the Private Placement. On December 1, 2021, JFG contributed all 4,166,666 Sponsor Warrants held by it to Jefferies Group LLC, a wholly-owned subsidiary of JFG. Immediately thereafter, Jefferies Group LLC contributed all 4,166,666 Sponsor Warrants to JUSH, a wholly-owned subsidiary of Jefferies Group LLC. As of September 30, 2023, JUSH and TJF each owned 4,166,666 Sponsor Warrants. However, if the Company does not complete the Business Combination on or prior to March 24, 2024, the warrants will expire at the end of such period.

As of September 30, 2023, 12,500,000 Public Warrants and 8,333,333 Sponsor Warrants are outstanding. The Sponsor Warrants (including the Class A common stock issuable upon exercise of the Sponsor Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination and they are non-redeemable so long as they are held by the Sponsors, JUSH or their permitted transferees. If the Sponsor Warrants are held by someone other than the Sponsors, JUSH or their permitted transferees, the Sponsor Warrants will become Public Warrants. Otherwise, the Sponsor Warrants have terms and provisions that are identical to those of the Public Warrants. If the Company does not complete the Business Combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Sponsor Warrants held by TJF and JUSH will expire worthless. Because the terms of the Sponsor Warrants and Public Warrants are so similar, we classified both types of warrants as a liability measured at fair value.

As of September 30, 2023, the value of our Public Warrants and Sponsor Warrants were $1,750,000 and $1,166,667, respectively. For the three and nine months ended September 30, 2023, we recorded a gain related to the change in fair value of the warrant liability of $416,666 and a loss of $833,334, respectively. In the three and nine months ended September 30, 2022 we recorded a gain related to the change in fair value of warrant liability of $3,541,667 and $17,916,666, respectively, in other income and expense on our statement of operations.

For further information on our warrants, see Notes 4 and 5.

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7.     Fair Value Measurements

Fair value is measured based on an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions market participants would use in pricing an asset or liability. Assets and liabilities measured at fair value are based on a market valuation approach using prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. As a basis for considering such assumptions, a three-tiered fair value hierarchy is established, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets that are observable, either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Public Warrants began separate trading on May 17, 2021 and as such have been classified as Level 1 financial instruments. Management determined that the fair value of each Sponsor Warrant is similar to that of a Public Warrant, with an insignificant adjustment for short-term marketability restrictions. Accordingly, the Sponsor Warrants are classified as Level 2 financial instruments.

The following table presents the Company’s assets and liabilities that are measured at fair value and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

    

Fair Value measured as of September 30, 2023

Level 1

Level 2

Level 3

Total

Cash held in trust

    

$

11,050,470

    

$

    

$

    

$

11,050,470

Warrant liability

 

  

 

  

 

  

 

  

Public Warrants

$

1,750,000

$

$

$

1,750,000

Sponsor Warrants

 

 

1,166,667

 

 

1,166,667

Total Warrant liability

$

1,750,000

$

1,166,667

$

$

2,916,667

    

Fair Value measured as of December 31, 2022

    

Level 1

    

Level 2

    

Level 3

    

Total

Cash held in trust

$

13,850,950

$

$

$

13,850,950

Warrant liability

 

 

 

 

Public Warrants

$

1,250,000

$

$

$

1,250,000

Sponsor Warrants

 

 

833,333

 

 

833,333

Total Warrant liability

$

1,250,000

$

833,333

$

$

2,083,333

18

LANDCADIA HOLDINGS IV, INC.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report (the “Quarterly Report”). Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report includes forward-looking statements. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. For example, statements made relating to future business combinations, use of proceeds of past securities offerings, future loans and conversions of warrants are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Factors that might cause or contribute to such forward-looking statements include, but are not limited to, those set forth in the Risk Factors section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the U.S. Securities and Exchange Commission. The following discussion should be read in conjunction with our financial statements and related notes thereto included elsewhere in this Quarterly Report.

Overview

We are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a Business Combination. We consummated our Public Offering on March 29, 2021. We intend to use the remaining cash proceeds from our Public Offering and the Private Placement described below to complete the Business Combination or redeem Public Shares. To complete a Business Combination, we may also use the cash proceeds from additional issuances, if any, of our capital stock, debt or a combination of cash, stock and debt. We may incur significant costs in the pursuit of our acquisition plans. There can be no assurance that our plans to raise capital or to complete our initial Business Combination will be successful.

The Company’s management team is led by Tilman Fertitta, our Co-Chairman and Chief Executive Officer, and Richard Handler, our Co-Chairman and President. Mr. Fertitta is the sole shareholder of TJF, LLC (“TJF”) and Mr. Handler is the Chief Executive Officer of Jefferies Financial Group Inc. (“JFG”), a global investment banking firm. The Company’s sponsors are TJF and JFG (collectively, the “Sponsors”).

Liquidity and Capital Resources

On March 29, 2021, we consummated a $500,000,000 Public Offering consisting of 50,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value and one-fourth of one redeemable Public Warrant. Simultaneously, with the closing of the Public Offering, we consummated a $12,500,000 Private Placement of an aggregate of 8,333,333 Sponsor Warrants at a price of $1.50 per warrant. Upon closing of the Public Offering and Private Placement on March 29, 2021, $500,000,000 in proceeds (including $17,500,000 of deferred underwriting commissions) from the Public Offering and Private Placement was placed in the Trust Account. The remaining $12,500,000 held outside of trust was used to pay underwriting commissions of $10,000,000, loans to our Sponsors, and deferred offering and formation costs, and for working capital.

On December 22, 2022, we held a special meeting in lieu of an annual meeting of stockholders (the “Special Meeting”) at which our stockholders approved an amendment (the “First Extension Amendment”) to our second amended and restated certificate of incorporation (as amended, the “Charter”) to extend the date by which we must complete a Business Combination from March 29, 2023 to September 29, 2023. On December 23, 2022, the underwriters waived any entitlement to the Deferred Discount in respect of any Business Combination. On December 27, 2022, we filed the First Extension Amendment with the Secretary of State of the State of Delaware. In connection with the Special Meeting, stockholders holding 48,642,463 shares of Class A common stock exercised

19

their right to redeem such shares for a pro rata portion of the funds held in our Trust Account as of December 20, 2022, including any interest earned on the funds held in the Trust Account (net of taxes payable). As a result, approximately $492.2 million (approximately $10.12 per share) was removed from the Trust Account to pay such holders.

On September 22, 2023, the Company held a special meeting of the holders of the Public Warrants (the “Warrantholder Meeting”) at which such Public Warrantholders approved an amendment to the Warrant Agreement to provide for the conversion of the Public Warrants into the right to receive $0.40 per Public Warrant, payable in cash or shares of the Company’s Class A common stock (valued at $10.00 per share), at the sole discretion of the Company, upon the consummation of the Business Combination. On September 27, 2023, the Company held a special meeting of its stockholders (the “Second Special Meeting”), at which the Company’s stockholders approved an amendment to the Company’s Charter (the “Second Extension Amendment”) to extend the date by which the Company must complete a Business Combination from September 29, 2023 to March 24, 2024. The stockholders further voted to amend the Charter to delete the limitation that the Company maintain a net tangible asset level of at least $5,000,001 and permit the holders of Founder Shares to convert the Founder Shares into shares of Class A common stock on a one-to-one basis at any time and from time to time at the election of the holder, provided that such shares remain subject to the same restrictions on redemption. The Sponsors agreed to deposit into the Trust Account $0.03 per share of Class A common stock that remained outstanding and was not redeemed after the Second Special Meeting, on a monthly basis commencing on September 29, 2023 until a Business Combination is complete or until March 24, 2024. In connection with the Second Special Meeting, stockholders holding 299,014 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds held in our Trust Account, including interest earned on the funds held in the Trust Account (net of taxes payable). As a result, approximately $3.1 million (approximately $10.39 per shares) was removed from the Trust Account to pay such holders. Following the aforementioned redemptions, we have 13,558,523 shares of common stock outstanding, which includes 1,058,523 shares of Class A common stock subject to redemption.

As of September 30, 2023, we had an unrestricted cash balance of $162,029, as well as cash and accrued interest held in the Trust Account of $11,050,470 with a negative working capital balance of $3,013,870. Our working capital needs were initially satisfied through the funds, held outside of the Trust Account, from the Public Offering and Private Placement. Interest on funds held in the Trust Account may be used to pay income taxes and franchise taxes, if any. Further, TJF and JUSH have each agreed, pursuant to the A&R Convertible Notes, to loan us up to $1,250,000, or an aggregate of $2,500,000, as may be required for ongoing business expenses and the Business Combination. As of September 30, 2023, $2,273,712 had been borrowed under the A&R Convertible Notes. TJF and JUSH each have the option to convert any amounts outstanding under their respective A&R Convertible Note, up to an aggregate amount of $1,500,000, into warrants at a price of $1.50 per warrant which would be identical to the Sponsor Warrants.

We did not have any off-balance sheet arrangements as of September 30, 2023 and December 31, 2022.

As of September 30, 2023 and December 31, 2022, we did not have any long-term debt, capital or operating lease obligations.

The Company entered into an administrative services agreement in which we will pay Fertitta Entertainment, Inc., (an affiliate of TJF) for office space, secretarial and administrative services provided to members of our management team, in an amount not to exceed $20,000 per month commencing on the date of effectiveness of the Public Offering and ending on the earlier of the completion of a Business Combination or liquidation.

Going Concern

In connection with our assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution, should we be unable to complete a Business Combination before March 24, 2024, raises substantial doubt about our ability to continue as a going concern. If a Business Combination is not consummated by March 24, 2024, there will be a mandatory liquidation and subsequent dissolution. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 24, 2024.

Results of Operations

We have neither engaged in any significant business operations nor generated any revenues to date. All activities to date relate to the Company’s formation and its Public Offering and search for a suitable Business Combination. We generate non-operating income in the form of interest income on cash held in the Trust Account. We incur increased expenses as a result of being a public company (for

20

legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses as we locate a suitable Business Combination.

For the three months ended September 30, 2023 and 2022, we had net income of $218,294 and net income of $5,467,610, respectively. Net income for the three months ended September 30, 2023 included $304,505 of general and administrative costs related to on-going expenses as we search for a Business Combination and $60,000 in management fees, offset by a gain of $416,666 in the change in fair value of the warrant liability, $161,768 in earnings on the Trust Account assets and income tax benefit of $4,365. Net income for the three months ended September 30, 2022, related to $320,650 of general and administrative costs for on-going expenses as we search for a Business Combination and $60,000 in management fees, offset by a gain of $3,541,667 in the change in the fair value of the warrant liability, $2,592,257 in earnings on the Trust Account assets and income tax provision of $285,664.

For the nine months ended September 30, 2023 and 2022, we had a net loss of $1,410,472 and net income of $19,955,859, respectively. The net loss for the nine months ended September 30, 2023 included $735,433 in general and administrative costs related to on-going expenses as we search for a Business Combination and $180,000 in management fees, a loss on warrant liability of $833,334, offset by $333,930 in earnings on the Trust Account assets and income tax benefit of $4,365. Net income for the nine months ended September 30, 2022 included $1,123,786 of general and administrative costs related to on-going expenses as we search for a Business Combination and $180,000 in management fees, partially offset by $3,428,572 in earnings on the Trust Account assets, a gain on warrant liability of $17,916,666 and income tax provision of $85,593.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited financial statements and accompanying notes. Actual results could differ from those estimates. The Company has identified the following as its critical accounting policies:

Warrant Liability

In accordance with FASB ASC 815-40, Derivatives and Hedging: Contracts in an Entity’s Own Equity, an entity must consider whether to classify contracts that may be settled in its own stock, such as warrants, as equity of the entity or as an asset or liability. If an event that is not within the entity’s control could require net cash settlement, then the contract should be classified as an asset or a liability rather than as equity. At the inception of the warrants, we determined because the terms of the Public Warrants include a provision that entitles all warrantholders to cash for their warrants in the event of a qualifying cash tender offer, while only certain of the holders of the underlying shares of common stock would be entitled to cash, our warrants should be classified as derivative liability measured at fair value, with changes in fair value each period reported in earnings. Further if our Sponsor Warrants are held by someone other than the Sponsors, JUSH or their permitted transferees, the Sponsor Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Because the terms of the Sponsor Warrants and Public Warrants are so similar, we classified both types of warrants as a derivative liability measured at fair value. On September 22, 2023, the Company amended the Warrant Agreement to provide for the conversion of all the Company’s warrants , including the 12,500,000 Public Warrants issued as part of the units in the Company’s Public Offering and the Sponsor Warrants, into the right to receive $0.40 per warrant, payable in cash or shares of Class A common stock (valued at $10.00 per share), at the discretion of the Company, in connection with the consummation of the Business Combination. The revised Public Warrants were re-evaluated using FASB ASC 815-40 and we determined, consistent with previous accounting, it is most appropriate to classify the warrants as a liability. Volatility in our Common Stock and Public Warrants may result in significant changes in the value of the warrants and resulting gains and losses on our statement of operations.

Redeemable Shares

All of the 50,000,000 Public Shares sold as part of the Public Offering contained a redemption feature as defined in the Public Offering. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. The Company determined all of the 50,000,000 Public Shares should be included in temporary equity, classified outside of permanent equity, regardless of the minimum net tangible assets required by the Company’s Charter. The 1,058,523 Public Shares that remain outstanding following the redemptions in connection with our adoption of the Extension Amendments on September 27, 2023 and December 20, 2022, continue to contain the redemption feature as defined in our Annual Report on Form 10-K for the year ended December 31, 2022 filed by the Company with the SEC on April 25, 2023.

21

Income (loss) per Common Share

Basic net income (loss) per common share is computed by dividing net income applicable to common stockholders by the weighted average number of common shares outstanding during the period. All shares of Class B common stock are assumed to convert to shares of Class A common stock on a one-for-oe basis. For the three months and nine months ended September 30, 2023 and 2022, the Company did not have any dilutive warrants, securities or other contracts that could, potentially, be exercised or converted into common stock. As a result, diluted income per common share is the same as basic income per common share for all periods presented. The income per share calculation allocated income shared pro rata between Class A and Class B common stock. As a result, the calculated net income per share is the same for Class A and Class B shares of common stock. For the three months ended September 30, 2023 and 2022, the Company reported basic and diluted net income per common share of $0.02 and $0.09, respectively. For the nine months ended September 30, 2023 and 2022, the Company reported basic and diluted net loss per common share of $0.10 and net income per common share of $0.32, respectively.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As of September 30, 2023 and 2022, we were not subject to any market or interest rate risk.

We have not engaged in any hedging activities since our inception. We do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer (who serves as our Principal Executive Officer) and Chief Financial Officer (who serves as our Principal Financial and Accounting Officer), as appropriate, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2023. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were ineffective due to a material weakness in internal controls over financial reporting related to the Company’s accounting for complex financial instruments, reporting of equity conversions and accrued interest income. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report present fairly in all material respects our financial position, results of operations and cash flows for the periods presented.

Changes in Internal Control over Financial Reporting

The Company has made changes in its internal control over financial reporting to include enhanced processes to identify and apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements. Our updated processes include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and the Company can offer no assurance that these initiatives will ultimately have the intended effects.

22

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks set forth below and any of the risks described in the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on April 25, 2023. Any of such factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

Upon the consumamation of a Business Combination, our warrants will be converted into the right to receive $0.40 per warrant, payable in cash or shares of Class A common stock (valued at $10.00 per share), at our discretion.

We issued warrants to purchase 12,500,000 shares of our Class A common stock as part of the Units offered in the Public Offering, and we issued 8,333,333 Sponsor Warrants in the Private Placement. Each warrant was exercisable to purchase one share of Class A common stock at $11.50 per share beginning on the later of: (i) the date that is thirty (30) days after the first date on which we complete a Business Combination, or (ii) the date that is twelve (12) months from the date of the closing of the Public Offering and ending on the fifth anniversary of the date on which we complete a Business Combination, unless earlier redeemed or terminated in accordance with the terms of the Warrant Agreement. On September 22, 2023, the Company held the Warrantholder Meeting at which such Public Warrantholders approved an amendment to the Warrant Agreement to provide for the conversion of the Public Warrants into the right to receive $0.40 per Public Warrant, payable in cash or shares of the Company’s Class A common stock (valued at $10.00 per share), at the sole discretion of the Company, upon the consummation of the Business Combination. The holders of the Sponsor Warrants consented to the same amendment. As a result, warrant holders will not have the opportunity to retain their warrants following a Business Combination, even though they might otherwise wish to continue to hold their warrants. Further, the value that warrant holders will be entitled to receive (i) may be less than the value the holders would have received if they had been able to exercise their warrants at a later time where the underlying share price is higher and (ii) may not compensate the holders for the full value of the warrants.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

On August 13, 2020, JFG purchased 100% of the membership interest in the Company for $1,000. On January 28, 2021, the Company was converted from a limited liability company to a corporation and issued 5,727,000 Founder Shares in lieu of membership rights to its member. Then on February 2, 2021, the Company completed a 1:1.25 stock split of all Founder Shares, resulting in total shares issued and outstanding of 7,187,500, all owned by JFG. On February 5, 2021, we issued 7,187,500 Founder Shares to TJF for $10,000. The total number of authorized shares of all classes of capital stock is 301,000,000, of which 240,000,000 shares are Class A shares at par value $0.0001 per share; 60,000,000 shares are Class B shares at par value $0.0001 per share; and 1,000,000 shares are preferred stock at par value $0.0001 per share. An aggregate of 1,875,000 Founder Shares were forfeited because the underwriters did not exercise their over-allotment option. On December 1, 2021, JFG contributed all 6,250,000 Founder Shares held by it to Jefferies Group LLC, a wholly-owned subsidiary of JFG. Immediately thereafter, Jefferies Group LLC contributed all 6,250,000 Founder Shares to JUSH, a wholly owned subsidiary of Jefferies Group LLC. As of September 30, 2023, JUSH and TJF each owned 6,250,000 Founder Shares. On October 2, 2023, the Sponsors converted their Founder Shares into shares of Class A common stock on a one-to-one basis,subject to the same restrictions on redemption as when they were Founder Shares.

Simultaneously with the closing of the Public Offering, the Sponsors purchased an aggregate of 8,333,333 Sponsor Warrants at a price of $1.50 per Sponsor Warrant for an aggregate purchase price of $12,500,000 in the Private Placement. On December 1, 2021, JFG contributed all 4,166,666 Sponsor Warrants held by it to Jefferies Group LLC, a wholly-owned subsidiary of JFG. Immediately thereafter, Jefferies Group LLC contributed all 4,166,666 Sponsor Warrants to JUSH, a wholly-owned subsidiary of Jefferies Group LLC. As of September 30, 2023, JUSH and TJF each owned 4,166,666 Sponsor Warrants.

23

On May 10, 2021, the Company issued the Convertible Notes to the Sponsors, pursuant to which the Company could borrow up to $750,000 from each Sponsor, or an aggregate of $1,500,000, for ongoing business expenses and the Business Combination. On December 1, 2021, JFG assigned all of its rights and obligations under the Convertible Notes to Jefferies Group LLC, and Jefferies Group LLC immediately transferred all of its rights and obligations under the Convertible Notes to JUSH. On July 22, 2022 and subsequently on March 28, 2023, the Company, TJF and JUSH entered into the Convertible Notes to increase the maximum amount the Company may borrow from each of TJF and JUSH to $1,250,000, or an aggregate of $2,500,000. On September 27, 2023, the Company TJF and JUSH entered into the A&R Convertible Notes to extend the Maturity Date to March 24, 2024. All unpaid principal under the A&R Convertible Notes will be due and payable in full on the Maturity Date, which is the earlier of (i)March 24, 2024, or (ii) the effective date of our Business Combination. TJF and JUSH each have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under their respective A&R Convertible Note, up to an aggregate amount of $1,500,000, into warrants to purchase shares of the Company’s 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 Sponsor Warrants sold concurrently with the Company’s Public Offering. As of September 30, 2023, the Company had borrowed $1,136,856 from each of TJF and JUSH, or $2,273,712 in the aggregate, under the A&R Convertible Notes.

These securities were issued in connection with our incorporation pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Each of our Sponsors and JUSH is an accredited investor for purposes of Rule 501 of Regulation D.

Use of Proceeds

On March 29, 2021, we consummated the Public Offering of 50,000,000 Units. Each Unit consists of one share of Class A Common Stock and one-fourth of one Public Warrant, each whole Public Warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to us of $500,000,000. Jefferies LLC served as the sole book-running manager of the Public Offering. The securities sold in the Public Offering were registered under the Securities Act on a registration statement on Form S-1 (File No. 333-253100). The SEC declared the registration statement effective on March 24, 2021.

Following the closing of the Public Offering and the Private Placement, $500,000,000 was placed in the Trust Account, comprised of $490,000,000 of the proceeds from the Public Offering (which amount includes $17,500,000 of the underwriters’ deferred discount) and $10,000,000 of the proceeds of the Private Placement and we paid $10,000,000 in underwriting discounts. There has been no material change in the planned use of proceeds from the Public Offering as described in the prospectus filed by the Company on March 26, 2021.

On December 22, 2022, we held the Special Meeting at which our stockholders approved the Extension Amendment to extend the date by which we must complete a Business Combination from March 29, 2023 to September 29, 2023. On December 23, 2022, the underwriters waived any entitlement to the Deferred Discount in respect of any Business Combination. On December 27, 2022, we filed the Extension Amendment with the Secretary of State of the State of Delaware. In connection with the Special Meeting, stockholders holding 48,642,463 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds held in our Trust Account as of December 20, 2022, including any interest earned on the funds held in the Trust Account (net of taxes payable). As a result, approximately $492.2 million (approximately $10.12 per share) was removed from the Trust Account to pay such holders.

On September 22, 2023, the Company held a special meeting of the holders of the Public Warrants (the “Warrantholder Meeting”) at which such Public Warrantholders approved an amendment to the Warrant Agreement to provide for the conversion of the Public Warrants into the right to receive $0.40 per Public Warrant, payable in cash or shares of the Company’s Class A common stock (valued at $10.00 per share), at the sole discretion of the Company, upon the consummation of the Business Combination. On September 27, 2023, the Company held a special meeting of its stockholders (the “Second Special Meeting”), at which the Company’s stockholders approved an amendment to the Company’s Charter (the “Second Extension Amendment”) to extend the date by which the Company must complete a Business Combination from September 29, 2023 to March 24, 2024. The stockholders further voted to amend the Charter to delete the limitation that the Company maintain a net tangible asset level of at least $5,000,001 and permit the holders of Founder Shares to convert the Founder Shares into shares of Class A common stock on a one-to-one basis at any time and from time to time at the election of the holder, provided that such shares remain subject to the same restrictions on redemption. The Sponsors agreed to deposit into the Trust Account $0.03 per share of Class A common stock that remained outstanding and was not redeemed after the Second Special Meeting, on a monthly basis commencing on September 29, 2023 until a Business Combination is complete or until March 24, 2024. In connection with the Second Special Meeting, stockholders holding 299,014 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds held in our Trust Account, including

24

interest earned on the funds held in the Trust Account (net of taxes payable). As a result, approximately $3.1 million (approximately $10.39 per shares) was removed from the Trust Account to pay such holders. Following the aforementioned redemptions, we have 13,558,523 shares of common stock outstanding, which includes 1,058,523 shares of Class A common stock subject to redemption.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

25

Item 6. Exhibits.

Exhibit No.

   

Description

3.1

Registrant’s Second Amended and Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to Landcadia Holdings IV, Inc.’s Current Report on Form 8-K (File No. 001-40283), filed with the SEC on September 28, 2023).

4.1

Amendment No. 1 to Warrant Agreement, dated as of September 22, 2023, by and between Landcadia Holdings IV, Inc. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to Landcadia Holdings IV, Inc.’s Current Report on Form 8-K (File No. 001-40283), filed with the SEC on September 28, 2023).

10.1

Third Amended and Restated Convertible Promissory Note, dated as of September 27, 2023, issued to Jefferies US Holdings LLC (incorporated by reference to Exhibit 10.1 to Landcadia Holdings IV, Inc.’s Current Report on Form 8-K (File No. 001-40283), filed with the SEC on September 28, 2023).

10.2

Third Amended and Restated Convertible Promissory Note, dated as of September 27, 2023, issued to TJF, LLC (incorporated by reference to Exhibit 10.2 to Landcadia Holdings IV, Inc.’s Current Report on Form 8-K (File No. 001-40283), filed with the SEC on September 28, 2023).

31.1*

Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).

31.2*

Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).

32.1**

Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.

32.2**

Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.

101.INS***

Inline XBRL Instance Document

101.SCH***

Inline XBRL Taxonomy Extension Schema Document

101.CAL***

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF***

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB***

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE***

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104***

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*

Filed herewith.

**

Furnished.

***

XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

26

SIGNATURES

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 thereunto duly authorized.

LANDCADIA HOLDINGS IV, INC. 

By:

/s/ Tilman J. Fertitta

Name:

Tilman J. Fertitta

Title:

Chief Executive Officer (principal executive officer)  

By:

/s/ Richard H. Liem

Name:

Richard H. Liem

Title:

Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)

Dated November 17, 2023

27

EX-31.1 2 lcahu-20230930xex31d1.htm EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Tilman J. Fertitta, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Landcadia Holdings IV, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 17, 2023

    

/s/ TILMAN J. FERTITTA

Tilman J. Fertitta

Chief Executive Officer and Director

(Principal Executive Officer)


EX-31.2 3 lcahu-20230930xex31d2.htm EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard H. Liem, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Landcadia Holdings IV, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

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Date: November 17, 2023

    

/s/ RICHARD H. LIEM

Richard H. Liem

Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)


EX-32.1 4 lcahu-20230930xex32d1.htm EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Landcadia Holdings IV, Inc. (the “Company”) for the quarter ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Tilman J. Fertitta, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ TILMAN J. FERTITTA

    

Tilman J. Fertitta

Chief Executive Officer and Co-Chairman

November 17, 2023


EX-32.2 5 lcahu-20230930xex32d2.htm EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Landcadia Holdings IV, Inc. (the “Company”) for the quarter ended September 30 , 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard H. Liem, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ RICHARD H. LIEM

    

Richard H. Liem

Vice President and Chief Financial Officer

November 17, 2023


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