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 MARCH 31, 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 May 12, 2023, 12,500,000 shares of Class B common stock, par value $0.0001 per share, and 1,357,537 shares of Class A common stock, par value $0.0001 per share, were issued and outstanding.

		Page
Part I. Financial Information
Item 1.	Financial Statements
	Balance Sheets as of March 31, 2023 (unaudited) and December 31, 2022	1
	Unaudited Statements of Operations for the three months ended March 31, 2023 and 2022	2
	Unaudited Statements of Changes in Stockholders’ Deficit for the three months ended March 31, 2023 and 2022	3
	Unaudited Statements of Cash Flows for the three months ended March 31, 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	21
Item 4.	Controls and Procedures	21
Part II. Other Information
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	25
Signatures		26


	March 31, 2023		December 31, 2022
	(Unaudited)
ASSETS

Current assets:
Cash	$	135,830	$	1,557,716
Prepaid expenses		91,837		197,366
Total current assets		227,667		1,755,082

Cash and marketable securities held in trust account		13,864,801		13,850,950
Total assets	$	14,092,468	$	15,606,032

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:
Accounts payable and accrued liabilities	$	706,091	$	803,254
Notes payable, affiliates		1,973,712		1,573,712
Income tax payable		—		1,427,375
Total current liabilities		2,679,803		3,804,341

Warrant derivative liability		3,333,333		2,083,333
Total liabilities	$	6,013,136	$	5,887,674
Commitments		—		—

Class A common stock subject to possible redemption, 1,357,537 shares at redemption value of $10.21 and $10.20 per share, at March 31, 2023 and December 31, 2022, respectively	$	13,864,801	$	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 1,357,537 shares subject to possible redemption)		—		—
Class B common stock, $0.0001 par value, 60,000,000 shares authorized, 12,500,000 issued and outstanding		1,250		1,250
Accumulated deficit		(5,786,719)		(4,133,842)
Total stockholders’ deficit		(5,785,469)		(4,132,592)
Total liabilities and stockholders’ deficit	$	14,092,468	$	15,606,032



	Three months ended
	March 31, 2023		March 31, 2022
Expenses:
General and administrative expenses	$	402,877	$	460,187
Loss from operations		(402,877)		(460,187)
Other income (expense):
Interest income		13,851		7,823
Gain (loss) on warrant derivative liability		(1,250,000)		10,624,999
Total income (expense)		(1,236,149)		10,632,822

Income (loss) before taxes		(1,639,026)		10,172,635
Tax provision		—		—

Net income (loss)	$	(1,639,026)	$	10,172,635

Class B basic and diluted income (loss) per share:
Net income (loss) per share	$	(0.12)	$	0.16
Basic and diluted weighted average number of shares outstanding		12,500,000		12,500,000

Class A basic and diluted income (loss) per share:
Net income (loss) per share	$	(0.12)	$	0.16
Basic and diluted weighted average number of shares outstanding		1,357,537		50,000,000


	Class B common stock			Additional				Total
	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)

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)


	Three months ended March 31, 2023				Three months ended March 31, 2022
	Class A		Class B		Class A		Class B
Net income (loss)	$	(160,625)	$	(1,478,401)	$	8,138,108	$	2,034,527

Basic and diluted weighted average number of shares		1,357,537		12,500,000		50,000,000		12,500,000
Basic and diluted income (loss) per share	$	(0.12)	$	(0.12)	$	0.16	$	0.16


	Fair Value measured as of March 31, 2023
	Level 1		Level 2		Level 3		Total
Cash and marketable securities held in trust	$	13,864,801	$	—	$	—	$	13,864,801

Warrant derivative liability
Public Warrants	$	2,000,000	$	—	$	—	$	2,000,000
Sponsor Warrants		—		1,333,333		—		1,333,333
Total Warrant derivative liability	$	2,000,000	$	1,333,333	$	—	$	3,333,333


	Fair Value measured as of December 31, 2022
	Level 1		Level 2		Level 3		Total
Cash and marketable securities held in trust	$	13,850,950	$	—	$	—	$	13,850,950

Warrant derivative liability
Public Warrants	$	1,250,000	$	—	$	—	$	1,250,000
Sponsor Warrants		—		833,333		—		833,333
Total Warrant derivative liability	$	1,250,000	$	833,333	$	—	$	2,083,333


Exhibit No.		Description
10.1⁽¹⁾		Second Amended and Restated Convertible Promissory Note, dated as of March 28, 2023, issued to TJF, LLC.
10.2⁽¹⁾		Second Amended and Restated Convertible Promissory Note, dated as of March 28, 2023, issued to Jefferies US Holdings LLC.
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)

		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:	May 15, 2023


	Three months ended
	March 31, 2023		March 31, 2022
Cash flows from operating activities:
Net income (loss)	$	(1,639,026)	$	10,172,635
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Trust account interest income		(13,851)		(7,823)
Loss (Gain) on warrant derivative liability		1,250,000		(10,624,999)
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses		105,529		208,976
Increase (decrease) in accounts payable and accrued liabilities		(97,163)		(123,700)
Increase (decrease) in income taxes payable		(1,427,375)		—
Net cash provided by (used in) operating activities		(1,821,886)		(374,911)

Cash flows from investing activities:
Cash withdrawn from trust account for tax payments		—		31,065
Net cash provided by (used in) investing activities		—		31,065

Cash flows from financing activities:
Proceeds from affiliate notes payable		400,000		450,000
Net cash provided by financing activities		400,000		450,000

Net increase (decrease) in cash and cash equivalents		(1,421,886)		106,154
Cash and cash equivalents at beginning of period		1,557,716		41,301
Cash and cash equivalents at end of period	$	135,830	$	147,455

Supplemental schedule of non-cash financing activities:
Remeasurement of class A common shares subject to redemption	$	13,851	$	—

SEC Form 10-Q filed by Landcadia Holdings IV Inc.