Filing Overview
Registrant: Landcadia Holdings III, Inc.; the request metadata identifies Hillman Solutions Corp., but the filing itself names Landcadia Holdings III, Inc. as the registrant.
Form 8-K date: January 6, 2021. The filing reports governance and director appointment matters under Item 5.02 and provides one exhibit under Item 9.01.
Business Context and Reporting Period
Landcadia Holdings III, Inc. was a Nasdaq-listed special purpose acquisition company with Class A common stock, units, and warrants. The filing does not report operating results or a financial reporting period.
Governance and Material Changes
- The board appointed Dona Cornell as a Class III independent director, with a term expiring at the company’s third annual stockholders’ meeting.
- Ms. Cornell was appointed to the Audit Committee and Compensation Committee.
- Richard Handler resigned from those two committees but remains Co-Chairman of the Board.
- The company entered into an indemnity agreement and a substantially standard director letter agreement with Ms. Cornell.
- The filing states that there were no arrangements or understandings concerning Ms. Cornell’s selection, no family relationships with other directors or executive officers, and no reportable related-party interest under Item 404(a) of Regulation S-K.
Financial Metrics, Liquidity, and Debt
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, cash balance, guidance, or other operating or financial metrics.
Outlook, Risks, and Unusual Items
No management guidance or business outlook is provided. The principal disclosed item is the addition of an independent director and related committee realignment. The indemnity agreement provides contractual indemnification and expense advancement for qualifying proceedings, subject to its terms.
Investor Verification Items
- Verify whether the intended filing relates to Landcadia Holdings III, Inc. or Hillman Solutions Corp., because the filing text identifies Landcadia as the registrant.
- Review the attached January 6, 2021 letter agreement with Dona Cornell and the referenced indemnity agreement.
- Confirm the effective committee memberships and the term of Ms. Cornell’s Class III directorship.
- Review subsequent filings for any business-combination activity, changes in sponsorship, or additional governance developments.