Business Context and Reporting Period
The filing is an October 14, 2020 Form 8-K filed by Landcadia Holdings III, Inc., not Hillman Solutions Corp. The earliest reported events occurred October 8, 2020. Landcadia was a special purpose acquisition company (SPAC) that completed its initial public offering and established the related trust and governance arrangements.
Key Financial and Capitalization Metrics
- IPO: 50,000,000 units sold at $10.00 per unit, generating $500.0 million of gross proceeds.
- Unit composition: Each unit included one Class A common share and one-third of a redeemable warrant. Each whole warrant is exercisable at $11.50 per share, subject to adjustment.
- Private placement: Sponsors purchased 8,000,000 warrants at $1.50 per warrant, generating $12.0 million of gross proceeds.
- Trust account: $500.0 million was deposited with J.P. Morgan Chase Bank, N.A., comprising $490.0 million of IPO proceeds and $10.0 million of private placement proceeds. The $490.0 million includes the underwriters’ $17.5 million deferred discount.
- Operating results: The filing does not provide revenue, profit, operating cash flow, margins, debt balances, or broader liquidity metrics.
Material Changes and Transactions
- The underwriters exercised their over-allotment option in full, according to the October 14 press release referenced in the filing.
- The company entered into underwriting, warrant, trust, insider, registration rights, private placement, and administrative support agreements.
- Scott Kelly was appointed as an independent director. He was named chair of the Compensation Committee, while Tilman J. Fertitta was named chair of the Audit Committee.
- The company adopted its Second Amended and Restated Certificate of Incorporation.
Guidance, Outlook, Risks, and Unusual Items
- The trust funds are generally restricted until the earliest of completion of an initial business combination, certain approved share redemptions, or redemption of public shares if no business combination is completed within 24 months of the IPO closing.
- Trust-account interest may be released for tax obligations, with up to $100,000 of interest available for dissolution expenses.
- Private placement warrants have terms differing from public warrants, including non-redeemability while held by sponsors, transfer restrictions, cashless exercise rights, and registration rights.
- Mr. Kelly is entitled to receive $100,000 at the closing of the initial business combination for services rendered before that transaction.
- The filing contains no operating guidance or forecast for Hillman Solutions Corp. or any operating business.
Investor Verification Items
- Confirm the company identity: the supplied metadata names Hillman Solutions Corp., while the filing identifies Landcadia Holdings III, Inc.
- Review the terms and timing of any proposed initial business combination and the associated shareholder redemption rights.
- Verify the trust-account balance, deferred underwriting discount, permitted releases, and liquidation provisions.
- Review dilution and potential future share issuance from the 8,000,000 private placement warrants and the public warrants.
- Consult the incorporated exhibits for the complete warrant, trust, sponsor, registration rights, and governance terms.