United States securities and exchange commission logo
March 17, 2021
Steven Scheinthal
Vice President and General Counsel
Landcadia Holdings IV, Inc.
1510 West Loop South
Houston, Texas 77027
Re: Landcadia Holdings
IV, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed March 15,
2021
File No. 333-253100
Dear Mr. Scheinthal:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1 filed March 15,
2021
Our warrant agreement will designate the courts , page 60
1. We note your risk
factor disclosure on page 60 discloses that your warrant agreement
has an exclusive forum
clause which shall be applicable to any action, proceeding or
claim against you
arising out of or relating in any way to the warrant agreement, including
under the Securities
Act, but that such provision will not apply to suits brought to enforce
any liability or duty
created by the Exchange Act. Please ensure that the forum
selection provision in
Section 9.3 of your Form of Warrant Agreement filed as Exhibit 4.4
states this clearly. In
addition, you disclose on page 60 additional provisions you designate
as (x) and (y) relating
to deemed consent regarding personal jurisdiction and service
of process. However,
the exclusive forum provision in the warrant agreement does
not include this
language.
Steven Scheinthal
Landcadia Holdings IV, Inc.
March 17, 2021
Page 2
Exhibits
2. It appears from your fee table that you are attempting to register the
issuance of common
stock upon exercise of the warrants that are included as part of the
units. However,
Exhibit 5.1 does not appear to include counsel's opinion regarding the
legality of that
transaction. Please file a revised opinion. As a related matter, your
disclosures on pages
12 and 58-59 of your initial registration statement indicate you are not
registering the
issuance of shares underlying the warrants, contrary to the information
in your fee table.
Please revise or advise, as appropriate.
You may contact Effie Simpson at (202) 551-3346 or Jean Yu at (202)
551-3305 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Sherry Haywood at (202) 551-3345 or Geoff Kruczek at (202) 551-3641
with any other
questions.
Sincerely,
FirstName LastNameSteven Scheinthal
Division of
Corporation Finance
Comapany NameLandcadia Holdings IV, Inc.
Office of
Manufacturing
March 17, 2021 Page 2
cc: Elliott Smith
FirstName LastName