Item 4.02. Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report or Completed Interim Review.
In connection with the preparation of the financial
statements of Landcadia Holdings IV, Inc. (the “Company”) for the quarter ended September 30, 2021, the management of the
Company re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable
shares of Class A common stock, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the
Company’s initial public offering (the “IPO”) on March 29, 2021. Historically, a portion of the Public Shares was classified
as permanent equity to maintain stockholders’ equity greater than $5 million on the basis that the Company will not redeem its Public
Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Company’s amended and
restated certificate of incorporation (the “Charter”). Pursuant to such re-evaluation, the Company’s management has
determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity
regardless of the net tangible assets redemption limitation contained in the Charter.
Therefore, on November 15, 2021, the Company’s
management and the audit committee of the Company’s board of directors (the “Audit Committee”), after consultation with
Marcum LLP (“Marcum”), the Company’s independent registered public accounting firm, concluded that the Company’s
previously issued (i) audited balance sheet as of March 29, 2021, as previously restated in the Company’s Quarterly Report for the
quarterly period ended March 31, 2021, filed with the SEC on May 14, 2021, (ii) unaudited interim financial statements included in the
Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 14, 2021, and (iii)
unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June
30, 2021, filed with the SEC on August 16, 2021 (collectively, the “Affected Periods”), should be restated to report all Public
Shares as temporary equity and should no longer be relied upon. As such, the Company intends to restate its financial statements for the
Affected Periods in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, to be filed with
the SEC (the “Third Quarter 10-Q”).
The Company does not expect any of the above changes
will have any impact on its cash position and cash held in the trust account established in connection with the IPO (the “Trust
Account”).
The Company’s management has concluded that
in light of the classification error described above, a material weakness exists in the Company’s internal control over financial
reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with
respect to such material weakness will be described in more detail in the Third Quarter 10-Q.
The Company’s management and the Audit Committee
have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking
statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995.
Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,”
“intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,”
“seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the impact
of the Company’s restatement of certain historical financial statements, the Company’s cash position and cash held in the
Trust Account and any proposed remediation measures with respect to identified material weaknesses. These statements are based on current
expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results
to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as
the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
