Current Report Filing (8-k)
April 07 2023 - 3:16PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
April 7, 2023 (April 3, 2023)
Landcadia Holdings IV, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
001-40283 |
86-1889525 |
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
1510 West Loop South
Houston, Texas
|
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77027 |
(Address of principal executive offices)
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(Zip Code) |
(713) 850-1010
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 |
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The Nasdaq Stock Market LLC |
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Class A common stock, par value $0.0001 per share |
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LCA |
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The Nasdaq Stock Market LLC |
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Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share |
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LCAHW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
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.
Item 3.01. Notice of Delisting or Failure to Satisfy Continued Listing
Rule or Standard; Transfer of Listing.
On April 3, 2023, Landcadia Holdings IV, Inc. (the “Company”)
received a letter from the listing qualifications department staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company
that for the last 30 consecutive business days, the Company’s minimum Market Value of Listed Securities (“MVLS”) was
below the minimum of $35 million required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2)
(the “Market Value Standard”).
The notice has no immediate effect on the listing of the Company’s
common stock, and the Company’s common stock continues to trade on the Nasdaq Capital Market under the symbol “LCA.”
In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has
180 calendar days, or until September 25, 2023, to regain compliance. The notice states that to regain compliance, the Company’s
MVLS must close at $35 million or more for a minimum of ten consecutive business days during the compliance period ending September 25,
2023, at which time Nasdaq will provide written notification that the Company has achieved compliance under the Market Value Standard
and the matter will be closed.
The Company intends to actively monitor the market value of its common
stock and will evaluate available options to regain compliance with the Nasdaq continued listing standards. However, there can be no assurance
that the Company will be able to regain compliance under the Market Value Standard, or will otherwise be in compliance with other Nasdaq
listing criteria. In the event the Company does not regain compliance by September 25, 2023, then Nasdaq will notify the Company that
its common stock is subject to delisting. At that time, the Company may appeal the delisting determination to a Nasdaq Hearings Panel.
While the Company is exercising diligent efforts to maintain the listing
of its common stock on the Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq
listing criteria.
The Company, by filing this Form 8-K, discloses its receipt of the
notice in accordance with Nasdaq Listing Rule 5810(b).
Forward-Looking Statements
Certain
information contained in this report consists of forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words such as “will,” “would,”
“may,” “intends,” “potential,” and similar expressions, or the use of future tense, identify forward-looking
statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees
of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be
no assurance that the Company will regain compliance with the Market Value Standard during any compliance period or in the future, or
otherwise meet Nasdaq compliance standards, that the Company will be eligible for a second compliance period, or that Nasdaq will grant
the Company any relief from delisting as necessary or that the Company can ultimately meet applicable Nasdaq requirements for any such
relief. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes no
obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date
of this report, unless required by law.
SIGNATURE
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 hereunto duly authorized.
|
LANDCADIA HOLDINGS IV, INC. |
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By: |
/s/ Tilman J. Fertitta |
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Name: |
Tilman J. Fertitta |
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Title: |
Chief Executive Officer |
Date: April 7, 2023
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