What changed in this filing

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Item 1. Financial Statements

2021-05-11 compared with 2020-11-16 · 715 added, 583 removed, 65 unchanged (95% of the section changed)

1 unchanged sentence

Holdings III, inc.

September 30,

March 31, 2021

December 31, 2020

Current assets:

Prepaid expenses

Total current assets

Deferred offering costs

LIABILITIES AND STOCKHOLDER'S EQUITY

Cash and marketable securities held in trust

Deferred tax asset

$ 500,656,732

$ 501,201,868

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts Payable

Notes payable, affiliates

Accounts payable and accrued liabilities

Total current liabilities

Deferred underwriting commissions

Warrant derivative liability

Total liabilities

Stockholder's Equity:

Commitments and contingencies

Class A common stock subject to possible redemption, 43,355,173 and 42,278,793 shares, respectively, at redemption value of $10.00

Stockholders' Equity:

Preferred stock, $0.0001 par value, 1,000,000 authorized, no shares issued or outstanding

Class A common stock, $0.0001 par value, 380,000,000 shares authorized, no shares issued and outstanding

Class B common stock, $0.0001 par value 20,000,000 shares authorized, 14,375,000 and 6,943,125 issued and outstanding, respectively (1)

Class A common stock, $0.0001 par value, 380,000,000 shares authorized, 6,644,827 and 7,721,207 shares issued and outstanding, respectively (excluding 43,355,173 and 42,278,793 shares, respectively, subject to possible redemption)

Class B common stock, $0.0001 par value 20,000,000 shares authorized, 12,500,000 issued and outstanding

Additional paid-in capital

Retained earnings

Note receivable, affiliates

Total Stockholder's equity

Total liabilities and stockholder's equity

(1) Includes an aggregate of 1,875,000 and 905,625 shares as of September 30, 2020 and December 31, 2019, respectively, that are

subject to forfeiture if the over-allotment option is not exercised by the underwriters.

The accompanying notes are an integral part

of these financial statements.

Accumulated deficit

(18,170,396 )

(28,890,395 )

Total stockholders' equity

Total liabilities and stockholders' equity

$ 500,656,732

$ 501,201,868

The accompanying notes are an integral part of

these financial statements.

Holdings III, Inc.

of Operations

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

General and administrative expenses

Basic and diluted earnings per share:

Net Income per share

Loss from operations

Other income (expense):

Interest income

Change in fair value of warrant derivative liability

Total other income (expense)

Income before taxes

Tax benefit (provision)

Basic and diluted income per share:

Net income per share available to common shares

Basic and diluted weighted average number of shares outstanding

(1) Excludes an aggregate of 1,875,000 and 905,625 shares as of September 30, 2020 and 2019, respectively, that are subject to

forfeiture if the over-allotment option is not exercised by the underwriters.

The accompanying notes are an integral part

of these financial statements.

The accompanying notes are an integral part of

these financial statements.

Holdings III, Inc.

of CHANGES IN STOCKHOLDERS’

B Common Stock

Balance, December 31, 2019

Balance, June 30, 2020 (unaudited)

Class B shares issued

Balance, September 30, 2020 (unaudited)

of CHANGES IN STOCKHOLDERS’ EQUITY

A common stock

B common stock

Subscription note

Balance, December 31, 2020, Restated

Class A shares subject to redemption

Balance, March 31, 2021, (unaudited)

Balance, December 31, 2019

Balance, June 30, 2019 (unaudited)

Balance, September 30, 2019 (unaudited)

(1) Excludes an aggregate of 1,875,000 and 905,625 shares as of September 30, 2020 and 2019, respectively, that are subject to

forfeiture if the over-allotment option is not exercised by the underwriters.

The accompanying notes are an integral part

of these financial statements.

Balance, March 31, 2020, (unaudited)

The accompanying notes are an integral part of

these financial statements.

Holdings III, Inc.

of Cash Flows

Nine months ended September 30,

Three months ended March 31,

Cash flows from operating activities:

Adjustments to reconcile net income to net cash provided by operating activities

Net cash provided by (used in) operating activities

Adjustments to reconcile net income to net cash used in operating activities:

Trust account interest income

Change in fair value of warrant derivative liability

(11,210,000 )

Changes in operating assets and liabilities:

Decrease (increase) in prepaid expenses

Increase (decrease) in accounts payable and accrued liabilities

Net cash used in operating activities

Cash flows from investing activities:

Net cash provided by (used in) investing activities

Cash withdrawn from trust account for tax payments

Net cash provided by investing activities

Cash flows from financing activities:

Net cash provided by (used in) financing activities

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

1 unchanged sentence

Cash and cash equivalents at end of period

Non-cash financing activities:

Stock issuance

The accompanying notes are an integral part

of these financial statements.

Supplemental schedule of non-cash financing activities:

Change in value of common shares subject to possible conversion

The accompanying notes are an integral part of

these financial statements.

Holdings III, Inc.

1 unchanged sentence

Nature of Business and Subsequent Event

Landcadia Holdings III, Inc., (the “Company,”

“we,”

“us”

or “our”), was formed as Automalyst LLC, a Delaware limited liability company on

March 13, 2018 and converted into a Delaware corporation on August 24, 2020.

The Company has not had any significant operations

The Company was formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or

similar business combination with one or more businesses (the “Business Combination”).

The Company has not yet identified

a Business Combination for these purposes.

There is no assurance that the Company’s plans to consummate a Business Combination

will be successful or successful within the target business acquisition period.

All activity through September 30, 2020 relates

to the Company’s formation and initial public offering of units (the “Public Offering”), which is described

The Company’s

sponsors are TJF, LLC (“TJF”) and Jefferies Financial Group Inc.

(“JFG”

and together with TJF, the “Sponsors”).

TJF is wholly owned by Tilman J.

Fertitta, the Company’s Co-Chairman and Chief Executive Officer.

Subsequent Event

The Company intends

to finance its Business Combination in part with proceeds from its $500,000,000 Public Offering and a $12,000,000 private placement

(the “Private Placement”) of private placement warrants (the “Sponsor Warrants”), see Notes 4 and 5.

registration statement for the Public Offering was declared effective by the U.S.

Securities and Exchange Commission (“SEC”)

on October 8, 2020.

The Company consummated the Public Offering of 50,000,000 units (the “Units”) at $10.00 per

Unit on October 14, 2020, generating gross proceeds of $500,000,000.

Simultaneously with the closing of the Public Offering,

the Company consummated the Private Placement of an aggregate of 8,000,000 Sponsor Warrants at a price of $1.50 per Sponsor Warrant,

generating proceeds of $12,000,000.

Upon the closing of the Public Offering and Private Placement on October 14, 2020, $500,000,000

($10.00 per Unit) from the net proceeds of the sale of the Units in the Public Offering and the Private Placement was placed

in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust

Account”).

The Company granted the underwriters a 45-day option from the date of the prospectus, October 8, 2020, to

purchase additional units.

If the over-allotment is exercised in full, proceeds from the Public Offering and Private Placement

will be $575,000,000 and $13,500,000, respectively.

We have evaluated subsequent events and transactions

that occurred after the balance sheet date up to the date the financial statements were issued.

The Company did not identify any

subsequent events that would have required adjustment to or disclosure in the financial statements, other than those included herein.

Landcadia Holdings III, Inc., (the

“Company,” “we,” “us” or “our”), was formed as Automalyst LLC, a Delaware limited liability

company on March 13, 2018 and converted into a Delaware corporation on August 24, 2020.

We consummated an initial public offering (“Public

Offering”) on October 14, 2020.

The Company has not had any significant

operations to date.

The Company was formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization

or similar business combination with one or more businesses (the “Business Combination”).

On January 24, 2021, we entered

into an Agreement and Plan of Merger with HMAN Group Holdings Inc., a Delaware corporation (“Hillman”).

There is no assurance that the Company’s

plans to consummate a Business Combination will be successful.

All activity through March 31, 2021

relates to the Company’s formation and Public Offering, which is described below, identifying a target company for a Business Combination

and the proposed transaction with Hillman.

The Company’s sponsors are TJF,

LLC (“TJF”) and Jefferies Financial Group Inc.

(“JFG” and together with TJF, the “Sponsors”).

is wholly owned by Tilman J.

Fertitta, the Company’s Co-Chairman and Chief Executive Officer.

The Company intends to finance its

Business Combination in part with proceeds from its $500,000,000 Public Offering and $12,000,000 private placement (the “Private

Placement”) of private placement warrants (the “Sponsor Warrants”), see Notes 5 and 6.

The registration statement for

the Public Offering was declared effective by the U.S.

Securities and Exchange Commission (“SEC”) on October 8, 2020.

The Company consummated the Public Offering of 50,000,000 units (the “Units”), at $10.00 per Unit on October 14, 2020,

generating gross proceeds of $500,000,000.

Simultaneously with the closing of the Public Offering, the Company consummated the Private

Placement of an aggregate of 8,000,000 Sponsor Warrants at a price of $1.50 per Sponsor Warrant, generating proceeds of $12,000,000.

the closing of the Public Offering and Private Placement, $500,000,000 from the net proceeds of the sale of the Units in the Public Offering

and the Private Placement was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company,

acting as trustee (the “Trust Account”).

The underwriters did not exercise their option to purchase additional units.

Trust Account

The proceeds held in the Trust Account can only be

invested in permitted United States “government securities”

within the meaning of Section 2(a)(16) of the Investment

Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market

funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct

government treasury obligations.

The Company’s second amended and restated certificate

of incorporation (the “Charter”) provides that, other than the withdrawal of interest to pay tax obligations (less

up to $100,000 interest to pay dissolution expenses), none of the funds held in the Trust Account will be released until the earliest

The proceeds held in the Trust Account

can only be invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment

Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds

meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.

government treasury

The Company’s second amended

and restated certificate of incorporation (the “Charter”) provides that, other than the withdrawal of interest to pay tax

obligations (less up to $100,000 interest to pay dissolution expenses), none of the funds held in the Trust Account will be released until

the earliest of:

(i) the completion of the Business Combination;

(ii) the redemption of any shares of Class A common stock included

in the Units sold in the Public Offering (“Public Shares”) properly submitted in connection with a stockholder vote

to amend the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if

the Company does not complete the Business Combination within 24 months from the closing of the Public Offering (October 14,

2022) or to provide for redemption in connection with a Business Combination;

or (iii) the redemption of the Public Shares

if the Company is unable to complete the Business Combination within 24 months from the closing of the Public Offering, subject

to applicable law.

(ii) the redemption of any shares of Class A common stock included in

the Units sold in the Public Offering (“Public Shares”) properly submitted in connection with a stockholder vote to amend

the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does

not complete the Business Combination by October 14, 2022 (within 24 months from the closing of the Public Offering);

or to provide for

redemption in connection with a Business Combination;

or (iii) the redemption of the Public Shares if the Company is unable to complete

the Business Combination within 24 months from the closing of the Public Offering, subject to applicable law.

Initial Business Combination

The Company’s management has broad discretion

with respect to the specific application of the net proceeds of the Public Offering and private placement of the Sponsor Warrants,

although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

There is no assurance that the Company will be able to complete a Business Combination successfully.

The Company must complete

one initial Business Combination having an aggregate fair market value of at least 80% of the value of the assets held in the Trust

Account (excluding deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time

of the Company’s signing a definitive agreement in connection with an initial Business Combination.

The Company will only

complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities

of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to registered as

an investment company under the Investment Company Act.

The Sponsors and the Company’s officers and

directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption

rights with respect to their Class B shares (“Founder Shares”)| and Public Shares in connection with the completion

of the Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in

connection with a stockholder vote to approve an amendment to the Charter to modify the substance or timing of the Company’s

obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within 24 months from the

closing of the Public Offering or to provide for redemption in connection with a Business Combination and (iii) waive their

rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete

a Business Combination within 24 months from the closing of the Public Offering, although they will be entitled to liquidating

distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete a Business Combination

within the prescribed time frame;

and (iv) vote any Founder Shares held by them and any Public Shares purchased during or

after the Public Offering (including in open market and privately-negotiated transactions) in favor of the Business Combination.

The Company, after signing a definitive agreement

for the Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for

such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against

the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated

as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account and

not previously released to the Company to pay its taxes, or (ii) provide stockholders with the opportunity to sell their shares

to the Company by means of a tender offer for an amount in cash equal to their pro rata share of the aggregate amount then on deposit

in the Trust Account calculated as of two business days prior to commencement of the tender offer, including interest earned on

the Trust Account and not previously released to the Company to pay its taxes.

The decision as to whether the Company will seek

stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made

by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether

the terms of the transaction would otherwise require the Company to seek stockholder approval.

If the Company seeks stockholder

approval, it will complete the Business Combination only if a majority of the outstanding shares of common stock voted are voted

The Company’s management has

broad discretion with respect to the specific application of the net proceeds of the Public Offering and Private Placement, although substantially

all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

There is no assurance that the

Company will be able to complete a Business Combination successfully.

The Company must complete one initial Business Combination having

an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding deferred underwriting commissions

and taxes payable on the interest earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection

with an initial Business Combination.

The Company will only complete a Business Combination if the post-transaction company owns or acquires

50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for

it not to be required to register as an investment company under the Investment Company Act.

The Sponsors and the Company’s

officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption

rights with respect to the shares of Class B common stock, par value $0.0001 per share, of the Company (“Founder Shares”)

and Public Shares held by them in connection with the completion of the Business Combination, (ii) waive their redemption rights with

respect to their Founder Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Charter to modify

the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business

Combination by October 14, 2022, or to provide for redemption in connection with a Business Combination and (iii) waive their rights to

liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete a Business Combination

by October 14, 2022, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares

they hold if the Company fails to complete a Business Combination within the prescribed time frame;

and (iv) vote any Founder Shares held

by them and any Public Shares purchased during or after the Public Offering (including in open market and privately-negotiated transactions)

in favor of the Business Combination.

However, in no event will the Company redeem the Public Shares in an amount that would cause

its net tangible assets to be less than $5,000,001.

In such case, the Company would not proceed with the redemption of the Public

Shares and the related Business Combination, and instead may search for an alternate Business Combination.

Notwithstanding the foregoing redemption rights,

if the Company seeks stockholder approval of the Business Combination and it does not conduct redemptions in connection with the

Business Combination pursuant to the tender offer rules, the Charter provides that a public stockholder, together with any affiliate

of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”

under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate

of 15% of the shares sold in the Public Offering, without the Company’s prior consent.

The Company will have 24 months from the closing

of the Public Offering to complete the Business Combination.

If the Company does not complete the Business Combination within this

period of time, it shall (i) cease all operations except for the purposes of winding up;

(ii) as promptly as reasonably

possible, but not more than ten business days thereafter, redeem the Public Shares for a per-share price, payable in cash, equal

to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account

and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided

by the number of then outstanding Public Shares, and (iii) as promptly as reasonably possible following such redemption, subject

to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each

case to the Company’s obligations under Delaware law to provide for claims to creditors and the requirements of other applicable

The Sponsors and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant

to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held

by them if the Company fails to complete its Business Combination within 24 months of the closing of the Public Offering;

if the Sponsors, officers and directors acquire Public Shares in or after the Public Offering, they will be entitled to liquidating

distributions from the Trust Account with respect to such Public Shares the Company does not complete the Business Combination

within the required time period.

In the event of such distribution, it is possible that the per share value of the residual assets

remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit

in the Public Offering.

Pursuant to the letter agreement referenced above,

the Sponsors, officers and directors agreed that, if the Company submits the Business Combination to the Company’s public

The Company, after signing a definitive

agreement for the Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for

such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the

Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as

of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account and not previously

released to the Company to pay its taxes, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means

of a tender offer for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated

as of two business days prior to commencement of the tender offer, including interest earned on the Trust Account and not previously released

to the Company to pay its taxes.

The decision as to whether the Company will seek stockholder approval of the Business Combination or

will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based

on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company

to seek stockholder approval.

If the Company seeks stockholder approval, it will complete the Business Combination only if a majority

of the outstanding shares of common stock voted are voted in favor of the Business Combination.

However, in no event will the Company

redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001.

In such case, the Company would

not proceed with the redemption of the Public Shares and the related Business Combination, and instead may search for an alternate Business

Notwithstanding the foregoing redemption

rights, if the Company seeks stockholder approval of the Business Combination and it does not conduct redemptions in connection with the

Business Combination pursuant to the tender offer rules, the Charter provides that a public stockholder, together with any affiliate of

such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13

of the Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to

more than an aggregate of 15% of the shares sold in the Public Offering, without the Company’s prior consent.

The Public Shares have been

recorded at their redemption amount and classified as temporary equity (“Redeemable Shares”), in accordance with the

Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 480, “Distinguishing

Liabilities from Equity.” The amount in the Trust Account was initially $10.00 per Public Share ($500,000,000 held in the

Trust Account divided by 50,000,000 Public Shares).

The Company will have until October

14, 2022, to complete the Business Combination.

If the Company does not complete the Business Combination within this period of time,

it shall (i) cease all operations except for the purposes of winding up;

(ii) as promptly as reasonably possible, but not more than ten

business days thereafter, redeem the Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit

in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay

its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, and

(iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders

and its board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide

for claims to creditors and the requirements of other applicable law.

The Sponsors and the Company’s officers and directors have

entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the

Trust Account with respect to any Founder Shares held by them if the Company fails to complete its Business Combination by October 14,

however, the Sponsors, officers and directors are entitled to liquidating distributions from the Trust Account with respect to Public

Shares held by them if the Company does not complete the Business Combination within the required time period.

In the event of such distribution,

it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will

be less than the initial public offering price per Unit in the Public Offering.

Pursuant to the letter agreement referenced

above, the Sponsors, officers and directors agreed that, if the Company submits the Business Combination to the Company’s public

stockholders for a vote, such parties will vote their Founder Shares and any Public Shares in favor of the Business Combination.

Subsequent Events

We have evaluated subsequent events

and transactions that occurred after the balance sheet date up to the date the financial statements were issued.

The Company did not identify

any subsequent events that would have required adjustment to or disclosure in the financial statements, other than those included herein.

Fiscal Year End

The Company has a December 31 fiscal year-end.

The Company has a December 31 fiscal

Restatement of Previously Issued Financial Statements

The consolidated financial statements

for the year ended December 31, 2020 included in the Original 10-K, filed March 12, 2021, have been restated to reflect the fair value

of our warrant derivative liability, which was initially recorded as a component of equity.

The following table summarizes the effect

of the restatement on each financial statement line item, as indicated:

As previously reported

Balance Sheet as of December 31, 2020

Warrant derivative liability

Total liabilities

Class A common stock subject to possible redemption

(55,720,000 )

Class A commmon stock

Additional paid-in capital

Accumulated deficit

(28,736,115 )

(28,890,395 )

Summary of Significant Accounting Policies

Basis of Presentation

Our accompanying financial statements include the

accounts of the Company and have been prepared in conformity with accounting principles generally accepted in the United States

of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Our accompanying financial statements include the accounts of the Company

and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”)

and pursuant to the rules and regulations of the SEC.

The interim financial information provided is unaudited, but includes all adjustments

which management considers necessary for the fair presentation of the results for these periods.

Operating results for interim periods

are not necessarily indicative of the results that may be expected for the full year period and should be read in conjunction with the

Company’s audited financial statements and notes thereto included in the Company’s Form 10-K/A filed with the SEC on May 3,

Use of Estimates

The preparation of these financial statements requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent

assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting

The preparation of these

financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of

revenue and expenses during the reporting period.

Actual results could differ from those estimates.

Significant estimates in the

accompanying financial statements include the valuation of equity instruments recorded as warrant derivative liabilities.

Emerging Growth Company

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act of 1933 (as amended, the “Securities Act”), as modified

by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions

from various reporting requirements that are applicable to other public companies that are not emerging growth companies including,

but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements

of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic

reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation

and stockholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts

emerging growth companies from being required to comply with new or revised financial accounting standards until private companies

(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities

registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging

growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition

period which means that when a standard is issued or revised and it has different application dates for public or private companies,

the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or

revised standard.

This may make comparison of the Company’s financial statements with another public company which is neither

an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult

or impossible because of the potential differences in accounting standards used.

The Company is an “emerging growth

company,” as defined in Section 2(a) of the Securities Act of 1933 (as amended, the “Securities Act”), as modified by

the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various

reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited

to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the

Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden

parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS

Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies

(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company

can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but

any such an election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means

that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging

growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison

of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth

company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

standards used.

Cash and Cash Equivalents

The Company considers all short-term investments

with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents

as of September 30, 2020 and December 31, 2019.

Deferred Offering Costs

The Company complies with the requirements of the

Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 340-10-S99-1 and SEC Staff Accounting

Bulletin Topic 5A-“Expenses of Offering”.

Deferred offering costs were $377,200 as of September 30, 2020, and

consist of costs incurred for legal, accounting, and other costs incurred in connection with the formation and preparation of the

Public Offering.

These costs were charged to capital upon the closing of the Public Offering.

The Company considers all short-term

investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash

equivalents as of March 31, 2021 and December 31, 2020.

Cash consists of proceeds from the

Public Offering and Private Placement held outside of the Trust Account and may be used to pay for business, legal and accounting due

diligence for the Business Combination and continuing general and administrative expenses.

Concentration

of Credit Risk

Financial instruments that potentially

subject the Company to concentrations of credit risk consist of cash accounts with a financial institution which may exceed the Federal

depository insurance coverage of $250,000.

The Company has not experienced losses on these accounts and the Company believes that it is

not exposed to significant risks on such accounts.

Value of Financial Instruments

Company classifies financial instruments under FASB ASC 820, “Fair Value Measurement,” for its financial assets and liabilities

that are reported at fair value at each reporting period.

Our financial instruments that are subject

to fair value measurements consist of cash and marketable securities held in trust and warrant derivative

The carrying value of the Company’s cash and cash equivalents, and accrued liabilities, approximates their fair value

due to the short-term nature of such instruments.

See Note 9 for further information.

Offering Costs

Total offering costs were $775,000

and consisted of legal, accounting, and other costs incurred in connection with the formation and preparation of the Public Offering.

Underwriting commissions for the Public Offering were $27,500,000, of which $17,500,000 have been deferred until the completion of the

Business Combination.

Because the Public Warrants have been accounted for as a liability at fair value instead of equity, the Company

applied the relative fair value method and allocated apportion of offering costs and underwriting commissions to expenses with the remainder

charged to additional paid in capital at the closing of the Public Offering.

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities are $215,450

as of September 30, 2020, and primarily consist of costs incurred for the formation and preparation of the Public Offering

with corresponding amounts charged to deferred offering costs.

Earnings Per Share

Earnings per share is computed by dividing net income

applicable to common stockholders by the weighted average number of common shares outstanding during the period, excluding shares

of common stock subject to forfeiture by the Sponsors.

In accordance with FASB ASC 260, “Earnings Per Share”, the Company

did not have any dilutive warrants, securities or other contracts that could, potentially, be exercised or converted into common

stock, as a result, diluted earnings per share is the same as basic earnings per share for the periods presented.

Accounts payable and accrued liabilities

are $72,315 as of March 31, 2021, and primarily consist of Delaware franchise tax expenses and costs related to the Business Combination.

Warrant Liabilities

In accordance with FASB ASC

815-40, Derivatives and Hedging:

Contracts in an Entities Own Equity, entities must consider whether to classify contracts that may

be settled in its own stock, such as warrants, as equity of the entity or as an asset or liability.

If an event that is not within

the entity’s control could require net cash settlement, then the contract should be classified as an asset or a liability

rather than as equity.

We have determined because the terms of Public Warrants include a provision that entitles all warrantholders

to cash for their warrants in the event of a qualifying cash tender offer, while only certain of the holders of the underlying

shares of common stock would be entitled to cash, our warrants should be classified as liability measured at fair value, with

changes in fair value each period reported in earnings.

Volatility in our Common Stock and Public Warrants may result in significant

changes in the value of the derivatives and resulting gains and losses on our statement of operations.

(Loss) Per Common Share

Basic income (loss) per common share

is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding

during the period.

All shares of Class B common stock are assumed to convert to shares of Class A common stock on a one-for-one

Consistent with FASB ASC 480, shares of Class A common stock subject to possible redemption, as well as their pro rata share

of undistributed trust earnings consistent with the two-class method, have been excluded from the calculation of income (loss) per common

share for the three months ended March 31, 2021 and 2020.

Such shares, if redeemed, only participate in their pro rata share of trust

earnings, see Note 4.

Diluted income (loss) per share includes the incremental number of shares of common stock to be issued in connection

with the conversion of Class B common stock or to settle warrants, as calculated using the treasury stock method.

For the three months

ended March 31, 2021 and 2020, the Company did not have any dilutive warrants, securities or other contracts that could, potentially,

be exercised or converted into common stock.

As a result, diluted income (loss) per common share is the same as basic income (loss) per

common share for all periods presented.

Further, in accordance with FASB ASC 260, the income (loss) per share calculation reflects the

effect of the stock splits as discussed in Note 4 for all periods presented.

A reconciliation of net income (loss)

per common share as adjusted for the portion of income that is attributable to common stock subject to redemption is as follows:

Three months ended March 31,

Net income - basic and diluted

Income attributable to common stock subject to possible redemption

Net income available to common shares

Weighted average number of shares - basic

Weighted average number of shares - diluted

Basic and diluted income available to common shares

was taxed as a limited liability company prior to August 24, 2020, therefore all tax implications were the responsibility of its member.

As of August 24, 2020, the Company elected to be taxed as a C Corporation.

The Company complies with the accounting and reporting

requirements of FASB ASC, 740, “Income Taxes,”

which requires an asset and liability approach to financial accounting

and reporting for income taxes.

Deferred income tax assets and liabilities are computed for differences between the financial statement

and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and

rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established,

when necessary, to reduce deferred tax assets to the amount expected to be realized.

There were no unrecognized tax benefits as of September 30,

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement

of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than

not to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized

tax benefits as income tax expense.

No amounts were accrued for the payment of interest and penalties at September 30, 2020.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation

from its position.

The Company is subject to income tax examinations by major taxing authorities since inception.

income tax provision for the period ended September 30, 2020.

As of December 31, 2019 the Company was taxed

as a limited liability company, therefore all tax implications were the responsibility of its member.

requirements of FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and

reporting for income taxes.

Deferred income tax assets and liabilities are computed for differences between the financial statement and

tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable

to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to

reduce deferred tax assets to the amount expected to be realized.

There were no unrecognized tax benefits

as of March 31, 2021 and 2020.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement

recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax

position must be more-likely-than not to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest

and penalties related to unrecognized tax benefits as income tax expense.

No amounts were accrued for the payment of interest and penalties

at March 31, 2021 and 2020.

The Company is currently not aware of any issues under review that could result in significant payments, accruals

or material deviation from its position.

The effective tax rate was 21.0%

for all periods presented.

The Company recorded a deferred tax benefit of $102,900 on the Net Operating Loss in the three months

ended March 31, 2021.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than

not that some portion of all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets

is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future

deductible amounts become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected future

taxable income and tax planning strategies in making this assessment.

After consideration of all of the information available,

management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has

therefore established a full valuation allowance.

For the three months ended March 31, 2021, the change in the valuation allowance

was $102,900 which resulted in no income tax expense (benefit) for this period.

Recent Accounting Pronouncements

Management does not believe that any recently issued,

but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial

Stockholders’

On March 13, 2018, JFG, through a

subsidiary, purchased a 100% of the membership interest in the Company for $1,000.

On August 24, 2020, TJF purchased a

51.7% membership interest in the Company for $1,070.

Simultaneously, the Company converted from a limited liability company

to a corporation and its previously outstanding membership interests converted into shares of Class B common stock.

total number of authorized shares of all classes of capital stock is 401,000,000, of which 380,000,000 shares are

Class A shares at par value $0.0001 per share;

20,000,000 shares are Class B shares at par value $0.0001 per share

(the “Founder Shares”);

Management does not believe that any

recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s

financial statements.

Stockholders’ Equity

On March 13, 2018, JFG, through a subsidiary,

purchased a 100% of the membership interest in the Company for $1,000.

On August 24, 2020, TJF purchased a 51.7% membership interest in

the Company for $1,070.

Simultaneously, the Company converted from a limited liability company to a corporation and its previously outstanding

membership interests converted into shares of Class B common stock.

The total number of authorized shares of all classes of capital stock

is 401,000,000, of which 380,000,000 shares are Class A shares at par value $0.0001 per share;

20,000,000 shares are Class B shares at

par value $0.0001 per share;

and 1,000,000 shares are preferred stock at par value $0.0001 per share.

held an aggregate of 11,500,000 Class B shares based on the proportional interest in the Company.

September 16, 2020, we conducted a 1:1.25 stock split of the Founder Shares so that a total of 14,375,000 Founder Shares

were issued and outstanding.

As of September 16, 2020, JFG owned 6,943,125 Founder Shares and TJF owned 7,431,875 Founder

An aggregate of 1,875,000 Founder Shares are subject to forfeiture to the extent the underwriters do not exercise

their over-allotments option.

The financial statements reflect the changes in stock retroactively for all periods

Following these transactions, the Company had $2,070

of invested capital, or $0.0001 per share.

For further information on the Founder Shares, see Note 4.

The Sponsors held an aggregate of

11,500,000 Class B shares based on the proportional interest in the Company.

Further, on September 16, 2020, we conducted a 1:1.25 stock

split of the Founder Shares so that a total of 14,375,000 Founder Shares were issued and outstanding.

An aggregate of 1,875,000 Founder

Shares were forfeited because the underwriters did not exercise their over-allotments option.

As of March 31, 2021, JFG and TJF owned

an aggregate of 12,500,000 Founders Shares based on their proportional interest in the Company.

The financial statements reflect the changes

in stock retroactively for all periods presented.

Following these transactions, the Company

had $2,070 of invested capital, or $0.0001 per share.

Redeemable Shares

All of the 50,000,000 Public Shares

sold as part of the Public Offering contain a redemption feature as defined in the Public Offering.

In accordance with FASB ASC 480, redemption

provisions not solely within the control of the Company require the security to be classified outside of permanent equity.

The Company’s

amended and restated certificate of incorporation provides a minimum net tangible asset threshold of $5,000,001.

The Company recognizes

changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value

at the end of each reporting period.

Increases or decreases in the carrying amount of Redemption Shares will be affected by charges against

additional paid-in capital.

March 31, 2021, there were 50,000,000 Public Shares, of which 43,355,173 were classified as Redeemable Shares, classified outside

of permanent equity, and 6,644,827 classified as Class A common stock.

At December 31, 2020 there were 50,000,000 Public

Shares, of which 42,278,793 were classified as Redeemable Shares, classified outside of permanent equity, and 7,721,207 classified as

Class A common stock.

For further information on the Founder

Shares, see Note 5.

Public Offering

In the Public Offering, the Company sold

50,000,000 Units at a price of $10.00 per Unit (the “Public Units”).

Each Unit consists of one share of the

Company’s Class A common stock, $0.0001 par value and one-third of one redeemable warrant (each whole warrant is a

“Public Warrant”).

Under the terms of the warrant agreement, the Company has agreed to use its best efforts to

file a new registration statement under the Securities Act no later than 15 business days following the completion of the

Business Combination covering the shares of Class A common stock issuable upon exercise of the Public Warrants, to use

its best efforts to cause such registration statement to become effective and to maintain a current prospectus relating to

those shares of Class A common stock until the Public Warrants expire or are redeemed.

If a registration statement

covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective by the 60th

business day after the closing of the Business Combination, warrantholders may, until such time as there is an effective

registration statement and during any period when the Company will have failed to maintain an effective registration

statement, exercise warrants on a "cashless basis"

in accordance with Section 3(a)(9) of the Securities

Act or another exemption.

Notwithstanding the above, if the Class A common stock is at the time of any exercise of a

warrant not listed on a national securities exchange such that it satisfies the definition of a “covered

security”

under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of

Public Warrants who exercise their Public Warrants to do so on a “cashless basis”

in accordance with

Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or

maintain in effect a registration statement.

Each Public Warrant entitles the holder to purchase

one share of Class A common stock at a price of $11.50 per share.

Each Public Warrant will become exercisable on the later

of 30 days after the completion of the Business Combination or 12 months from the closing of the Public Offering.

However, if the

Company does not complete the Business Combination on or prior to the 24-month period allotted to complete the Business Combination,

the warrants will expire at the end of such period.

If the Company is unable to deliver registered shares of Class A common

stock to the holder upon exercise of Public Warrants issued in connection with the Units during the exercise period, there will

be no net cash settlement of these Public Warrants and the Public Warrants will expire worthless, unless they may be exercised

on a cashless basis in the circumstances described in the warrant agreement.

Once the Public Warrants become exercisable, the Company

may call the warrants for redemption:

In the Public Offering, which closed

October 14, 2020, the Company sold 50,000,000 Units at a price of $10.00 per Unit (the “Public Units”).

Each Unit consists

of one share of the Company’s Class A common stock, $0.0001 par value and one-third of one redeemable warrant (each a “Public

Under the terms of the warrant agreement, the Company has agreed to use its best efforts to file a new registration statement

under the Securities Act no later than 15 business days following the completion of the Business Combination covering the shares of Class

A common stock issuable upon exercise of the Public Warrants, to use its best efforts to cause such registration statement to become effective

and to maintain a current prospectus relating to those shares of Class A common stock until the Public Warrants expire or are redeemed.

If a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective

by the 60th business day after the closing of the Business Combination, warrantholders may, until such time as there is an effective registration

statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on

a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding the above,

if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies

the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require

holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9)

of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement.

Each Public Warrant entitles the

holder to purchase one share of Class A common stock at a price of $11.50 per share.

Each Public Warrant will become exercisable on

the later of 30 days after the completion of the Business Combination or 12 months from the closing of the Public Offering.

if the Company does not complete the Business Combination on or prior to October 14, 2022, the warrants will expire at the end of

If the Company is unable to deliver registered shares of Class A common stock to the holder upon exercise of Public

Warrants issued in connection with the Units during the exercise period, there will be no net cash settlement of these Public

Warrants and the Public Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances

described in the warrant agreement.

Once the Public Warrants become exercisable, the Company may call the warrants for redemption:

(i) in whole and not in part;

(ii) at a price of $0.01 per warrant;

not less than 30 days’

prior written notice of redemption (the “30-day redemption period”) to each warrant holder;

and (iv) if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share for

any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption

to the warrant holders.

(iii) upon not less than 30 days’ prior written notice of

redemption (the “30-day redemption period”) to each warrant holder;

and (iv) if, and only if, the reported closing price

of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three

business days before the Company sends the notice of redemption to the warrant holders.

Underwriting Commissions

In connection with the Public Offering, the Company

paid an underwriting discount of $10,000,000 ($0.20 per Unit sold) to the underwriters on October 14, 2020, with an additional

fee (“Deferred Discount”) of $17,500,000 ($0.35 per Unit sold) payable upon the Company’s completion of the Business

The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in

the event the Company completes its Business Combination.

The Company paid an underwriting discount

of $10,000,000 ($0.20 per Unit sold) to the underwriters at the closing of the Public Offering on October 14, 2020, with an additional

fee (“Deferred Discount”) of $17,500,000 ($0.35 per Unit sold) payable upon the Company’s completion of the Business

The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event

the Company completes its Business Combination.

See Note 6 for further information on underwriting commissions.

Commitments and Related Party Transactions

Over-allotment

In connection with the Public Offering, the Company

granted the underwriters a 45-day option to purchase up to 7,500,000 additional Units to cover any over-allotment, at the initial

public offering price less the underwriting discounts and commissions.

If the over-allotment is exercised, the Company will increase

the Public Units, Sponsor Warrants, underwriting commissions and Deferred Discount by the proportional amount of Units granted.

Founder Shares

The Founder Shares are identical to the Public Shares

except that the Founder Shares are subject to certain transfer restrictions and the holders of the Founder Shares will have the

right to elect all of the Company’s directors prior to the Business Combination.

The Founder Shares will automatically convert

into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment

pursuant to certain anti-dilution rights.

The initial stockholders collectively own 20% of the Company’s issued and outstanding

shares after the Public Offering.

To the extent that the over-allotment option is not exercised in full, the Sponsors will forfeit

their pro rata share of 1,875,000 Founder Shares.

The initial stockholders have agreed not to transfer,

assign or sell any of their Founder Shares until one year after the completion of the Business Combination, or earlier if, subsequent

to the Business Combination, (i) the closing price of the Company’s common stock equals or exceeds $12.00 per share

(as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within

any 30-trading day period commencing at least 150 days after the Business Combination or (ii) the date on which the Company

completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in all

of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property

(the ‘‘Lock Up Period’’).

The Founder Shares will automatically convert into

shares of Class A common stock concurrently with or immediately following the consummation of the Business Combination on

a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like,

and subject to further adjustment.

In the case that additional shares of Class A common stock or equity-linked securities

are issued or deemed issued in connection with the Business Combination, the number of shares of Class A common stock issuable

upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of all shares of Class A common

stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public

stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion

or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation

to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities

exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the Business

Combination and any private placement-equivalent warrants issued to the Sponsors, officers or directors upon conversion of working

capital loans;

provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Shares are identical to the Public Shares except that the Founder Shares are subject to certain transfer restrictions and the holders

of the Founder Shares will have the right to elect all of the Company’s directors prior to the Business Combination.

Shares will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one

basis, subject to adjustment pursuant to certain anti-dilution rights.

The Sponsors collectively own 20.0% of the Company’s issued

and outstanding shares.

The holders of the Founder Shares have

agreed not to transfer, assign or sell any of their Founder Shares until one year after the completion of the Business Combination, or

earlier if, subsequent to the Business Combination, (i) the closing price of the Company’s common stock equals or exceeds $12.00

per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within

any 30-trading day period commencing at least 150 days after the Business Combination or (ii) the date on which the Company completes

a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in all of the Company’s

stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “Lock Up Period”).

The Founder Shares will automatically

convert into shares of Class A common stock concurrently with or immediately following the consummation of the Business Combination on

a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject

to further adjustment.

In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued

in connection with the Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares

will equal, in the aggregate, 20% of the total number of all shares of Class A common stock outstanding after such conversion (after giving

effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common

stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued,

by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class

A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued,

to any seller in the Business Combination and any private placement-equivalent warrants issued to the Sponsors, officers or directors

upon conversion of working capital loans;

provided that such conversion of Founder Shares will never occur on a less than one-for-one

Sponsor Warrants

In conjunction with the Public Offering, the Sponsors

purchased an aggregate of 8,000,000 Sponsor Warrants at a price of $1.50 per warrant ($12,000,000 in the aggregate) in the Private

A portion of the purchase price of the Sponsor Warrants was added to the proceeds from the Public Offering to be held

in the Trust Account such that at closing of the Public Offering, $500,000,000 was placed in the Trust Account.

Each Sponsor Warrant entitles the holder to purchase

one share of Class A common stock at $11.50 per share.The Sponsor Warrants (including the Class A common stock issuable

upon exercise of the Sponsor Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business

Combination and they are non-redeemable so long as they are held by the initial purchasers of the Sponsor Warrants or their permitted

If the Sponsor Warrants are held by someone other than the initial purchasers of the Sponsor Warrants or their permitted

transferees, the Sponsor Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants

included in the Units sold in the Public Offering.

Otherwise, the Sponsor Warrants have terms and provisions that are identical

to those of the Public Warrants except that the Sponsor Warrants may be exercised on a cashless basis.

If the Company does not

complete the Business Combination, then the proceeds will be part of the liquidating distribution to the public stockholders and

the Sponsor Warrants issued to the Sponsors will expire worthless.

In conjunction with the Public Offering

that closed on October 14, 2020, the Sponsors purchased an aggregate of 8,000,000 Sponsor Warrants at a price of $1.50 per warrant ($12,000,000

in the aggregate) in the Private Placement.

A portion of the purchase price of the Sponsor Warrants was added to the proceeds from the

Public Offering to be held in the Trust Account such that at closing of the Public Offering, $500,000,000 was placed in the Trust Account.

Sponsor Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share.

The Sponsor Warrants (including

the Class A common stock issuable upon exercise of the Sponsor Warrants) are not transferable, assignable or salable until 30 days after

the completion of the Business Combination and they are non-redeemable so long as they are held by the initial purchasers of the Sponsor

Warrants or their permitted transferees.

If the Sponsor Warrants are held by someone other than the initial purchasers of the Sponsor

Warrants or their permitted transferees, the Sponsor Warrants will be redeemable by the Company and exercisable by such holders on the

same basis as the warrants included in the Units sold in the Public Offering.

Otherwise, the Sponsor Warrants have terms and provisions

that are identical to those of the Public Warrants except that the Sponsor Warrants may be exercised on a cashless basis.

Company does not complete the Business Combination, then the proceeds will be part of the liquidating distribution to the public stockholders

and the Sponsor Warrants issued to the Sponsors will expire worthless.

Registration Rights

The holders of the Founder Shares, Sponsor Warrants,

shares of Class A common stock issuable upon conversion of the Founder Shares, Sponsor Warrants or working capital loans will

be entitled to registration rights.

The holders of the Founder Shares,

Sponsor Warrants, shares of Class A common stock issuable upon conversion of the Founder Shares, Sponsor Warrants or working capital loans

will be entitled to registration rights.

These holders will be entitled to make up to three demands, excluding short form registration

demands, that the Company register such securities for sale under the Securities Act.

In addition, these holders will have ‘‘piggy-back’’

In addition, these holders will have “piggy-back”

registration rights to include their securities in other registration statements filed by the Company.

Notwithstanding the foregoing,

JFG may not exercise its demand and “piggyback”

registration rights after five (5) and seven (7) years;

after the effective date of the registration statement relating to the Public Offering and may not exercise its demand rights on

more than one occasion.

JFG may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years;

respectively after

the effective date of the registration statement relating to the Public Offering and may not exercise its demand rights on more than one

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Commissions

Jefferies LLC is the underwriter of the Public Offering,

and its indirect parent, JFG, beneficially owns 48.3% of the Founder Shares.

Jefferies LLC received all of the underwriting discount

that was due at the closing of the Public Offering, and will receive the additional Deferred Discount payable from the Trust Account

upon completion of the Business Combination.

Jefferies LLC is the underwriter of

the Public Offering, and its indirect parent, JFG, beneficially owns 48.3% of the Founder Shares.

Jefferies LLC received all of the underwriting

discount that was due at the closing of the Public Offering, and will receive the additional Deferred Discount payable from the Trust

Account upon completion of the Business Combination.

See Note 5 for further information regarding underwriting commissions.

Administrative Services Agreement

The Company entered into an administrative services

agreement in which we will pay Fertitta Entertainment, Inc., (an affiliate of TJF) for office space, secretarial and administrative

The Company entered into an administrative

services agreement in which we will pay Fertitta Entertainment, Inc., (an affiliate of TJF) for office space, secretarial and administrative

services provided to members of our management team, in an amount not to exceed $20,000 per month commencing on the date of effectiveness

of the Public Offering and ending on the earlier of the completion of a Business Combination or liquidation.

Directors’

We expect to pay $100,000 to each of our independent

directors at the closing of a Business Combination for services rendered as board members prior to the completion of a Business

Sponsors’

Indemnification of the Trust Accounts

The Sponsors have agreed that they will be jointly

and severally liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company,

or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount

of funds in the Trust Account to below the lesser of (i) $10.00 per public share or (ii) the actual amount per public

share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust

assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed

a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity

of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act.

in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors will not be responsible

to the extent of any liability for such third party claims.

of the Public Offering and ending on the earlier of the completion of a Business Combination or the Company’s liquidation.

has recorded administrative services fees of $60,000 in the three months ended March 31, 2021.

Directors’ Payments

We expect to pay $100,000 to each of

our independent directors at the closing of a Business Combination for services rendered as board members prior to the completion of a

Business Combination.

Sponsors’ Indemnification

of the Trust Accounts

The Sponsors have agreed that

they will be jointly and severally liable to the Company if and to the extent any claims by a vendor for services rendered or

products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction

agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share or (ii) the actual

amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the

value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third

party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the

Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the

Securities Act.

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors

will not be responsible to the extent of any liability for such third party claims.

Sponsor Loans

On August 24, 2020 the Sponsors agreed to loan

the Company up to an aggregate of $300,000 by the issuance of unsecured promissory notes to cover expenses related to the Public

These loans will be payable without interest on the earlier of December 31, 2020 or the completion of the Public

As of September 30, 2020, the Company had $161,750 in notes payable, affiliates related to deferred offering costs

paid by the Sponsors.

As of October 16, 2020, these amounts were repaid in full.

In addition, the Sponsors will not be prohibited

from loaning the Company funds in order to finance transaction costs in connection with the Business Combination.

Up to $1,000,000

of these loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the

option of the lender.

On August 24, 2020 the Sponsors agreed

to loan the Company up to an aggregate of $300,000 by the issuance of unsecured promissory notes to cover expenses related to the Public

These loans of $166,750 were repaid in full on October 16, 2020.

In addition, the Sponsors will not

be prohibited from loaning the Company funds in order to finance transaction costs in connection with the Business Combination.

$1,500,000 of these loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at

the option of the lender.

The warrants would be identical to the Sponsor Warrants.

The terms of such loans have not been determined

and no written agreements exist with respect to such loans.

No agreement with the JFG or its affiliates will be entered into, and

no fees for services will be paid to the JFG or its affiliates prior to the effective date of the Public Offering, unless the Financial

Industry Regulatory Authority, Inc.

determines that such payment would not be deemed underwriting compensation in connection

with the Public Offering.

See Note 5 for the terms of the warrants.

Merger Agreement

On January 24, 2021, the Company’s

board of directors unanimously approved an agreement and plan of merger, dated January 24, 2021, by and among Landcadia, Helios Sun

Merger Sub, Inc., the Company’s wholly owned subsidiary (“Merger Sub”), HMAN Group Holdings Inc., a Delaware corporation

(“Hillman Holdco”) and CCMP Sellers’ Representative, LLC, a Delaware limited liability company in its capacity as the

Stockholder Representative thereunder (in such capacity, the “Stockholder Representative”) (as amended on March 12, 2021 and

as may be further amended and/or restated from time to time, the “Merger Agreement”).

If the Merger Agreement is adopted by

the Company’s stockholders and the transactions under the Merger Agreement are consummated, Merger Sub will merge with and into

Hillman Holdco with Hillman Holdco surviving the merger as the Company’s wholly owned subsidiary (the “Proposed Transaction”).

Hillman Holdco is a holding company that indirectly holds all of the issued and outstanding capital stock of The Hillman Group, Inc.,

which, together with its direct and indirect subsidiaries (Hillman Holdco, The Hillman Group, Inc.

and its direct and indirect subsidiaries,

collectively, “Hillman” and each such entity, a “Hillman Group Entity”), is in the business of providing hardware-related

products and related merchandising services to retail markets in North America.

In connection with the consummation of the Proposed Transaction,

we will be renamed “Hillman Solutions Corp.” Such entity is referred to herein as “New Hillman” as of the time

following such change of name.

In accordance with the terms and subject

to the conditions of the Merger Agreement, the Company has agreed to pay aggregate consideration in the form of New Hillman common stock

(the “Aggregate Consideration”) calculated as described below and equal to a value of approximately (i) $911,300,000

plus (ii) $28,280,000, such amount being the value of 2,828,000 Founder Shares, valued at $10.00 per share that the Sponsors, have

agreed to forfeit at the closing of the Proposed Transaction (the “Closing”).

At the effective time of the Proposed

Transaction, all outstanding shares of common stock of Hillman Holdco will be cancelled in exchange for the right to receive, with respect

to each such share, a certain number of shares of New Hillman common stock valued at $10.00 per share equal to (A) (i) the Aggregate

Consideration plus (ii) the value that would be received by Hillman Holdco upon the exercise of all outstanding Hillman Holdco options

as of immediately prior to the Closing (the “Adjusted Purchase Price”), divided by (B) (i) the total number of shares

of Hillman Holdco common stock outstanding as of immediately prior to the Closing plus (ii) the number of shares of Hillman Holdco

common stock underlying all then outstanding Hillman Holdco options and shares of Hillman Holdco restricted stock outstanding as of immediately

prior to the Closing (the “Adjusted Per Share Merger Value”).

At the effective time, each

outstanding option to purchase shares of Hillman Holdco common stock (a “Hillman Holdco Option”), whether vested or

unvested, will be assumed by New Hillman and will be converted into an option to acquire common stock of New Hillman (“New

Hillman Options”) with substantially the same terms and conditions as applicable to the Hillman Holdco Option immediately

prior to the effective time (including expiration date, vesting conditions and exercise provisions), except that (i) each such

Hillman Holdco Option shall be exercisable for that number of shares of New Hillman common stock equal to the product (rounded down

to the nearest whole number) of (A) the number of shares of Hillman Holdco common stock subject to such Hillman Holdco Assumed

Option immediately prior the effective time multiplied by (B) the quotient of (1) the Adjusted Per Share Merger Value

divided by (2) $10.00 (such quotient, with respect to each Hillman Holdco Option, the “Closing Stock Per Option

Amount”), (ii) the per share exercise price for each share of New Hillman common stock issuable upon exercise of the New

Hillman Option shall be equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (A) the exercise

price per share of Hillman Holdco subject to such Hillman Holdco Option immediately prior to the effective time by (B) the

Closing Stock Per Option Amount;

(iii) the Hillman Holdco board of directors (the “Hillman Holdco Board”) (or the

compensation committee of the Hillman Holdco Board) may appropriately adjust the performance conditions applicable to certain of the

New Hillman Options;

and (iv) the Hillman Holdco Board (or the compensation committee of the Hillman Holdco Board) may make

such other immaterial administrative or ministerial changes to the New Hillman Options as it may determine in good faith are

appropriate to effectuate the administration of the New Hillman Options and to ensure consistency with the administrative and

ministerial provisions of the New Hillman Incentive Equity Plan;

At the effective time, each share of

unvested restricted Hillman Holdco common stock will be cancelled and converted into the right to receive a number of shares of restricted

New Hillman common stock (“New Hillman Restricted Stock”) equal to the quotient of (a) the Adjusted Per Share Merger

Value divided by (b) $10.00 (such quotient, with respect to each share of unvested Hillman Holdco restricted stock, the “Closing

Stock Per Restricted Share Amount”) with substantially the same terms and conditions as were applicable to the related share of

Hillman Holdco Restricted Stock immediately prior to the effective time (including with respect to vesting and termination-related provisions),

except that (i) any per-share repurchase price of such New Hillman Restricted Stock shall be equal to the quotient obtained by dividing

(A) the per-share repurchase price applicable to the Hillman Holdco Restricted Stock, by (B) the Closing Stock Per Restricted

Share Amount, rounded up to the nearest cent and (ii) the Hillman Holdco Board (or the compensation committee of the Hillman Holdco

Board) may make such other immaterial administrative or ministerial changes to the New Hillman Restricted Stock as it may determine in

good faith are appropriate to effectuate the administration of the New Hillman Restricted Stock and to ensure consistency with the administrative

and ministerial provisions of the New Hillman Incentive Equity Plan.

At the effective time, each Hillman

Holdco restricted stock unit (each a “Hillman Holdco RSU”) will be assumed by New Hillman and converted into a restricted

stock unit in respect of shares of New Hillman common stock (each, a “New Hillman RSU”) with substantially the same terms

and conditions as were applicable to such Hillman Holdco RSU immediately prior to the effective time (including with respect to vesting

and termination-related provisions), except that (i) each New Hillman RSU shall represent the right to receive (subject to vesting) that

number of shares of New Hillman common stock equal to the product (rounded up to the nearest whole number) of the number of shares of

Hillman Holdco common stock underlying the Hillman Holdco RSU immediately prior to the effective time multiplied by the quotient of (a)

the Adjusted Per Share Merger Value divided by (b) $10.00 (such quotient, with respect to each Hillman Holdco restricted stock unit, the

“Hillman Holdco RSU Exchange Ratio”);

and (ii) the Hillman Holdco Board (or the compensation committee of the Hillman Holdco

Board) may make such other immaterial administrative or ministerial changes to the New Hillman RSUs as it may determine in good faith

are appropriate to effectuate the administration of the New Hillman RSUs and to ensure consistency with the administrative and ministerial

provisions of the New Hillman Incentive Equity Plan.

In addition, pursuant to the amended

and restated letter agreement entered into in connection with the execution of the Merger Agreement (the “A&R Letter Agreement”),

the Sponsors will, at the Closing of the Proposed Transaction, forfeit a total of 3,828,000 of their Founder Shares (the “Sponsor

Forfeited Shares”), with 2,828,000 shares being forfeited by the Sponsors on a basis pro rata with their ownership of the Company

and 1,000,000 additional shares being forfeited by TJF.

Immediately prior to the effective

time of the Business Combination, with the exception of the Sponsor Forfeited Shares, each of the currently issued and outstanding shares

of Landcadia’s Class B common stock will automatically convert, on a one-for-one basis, into shares of Landcadia’s Class A

common stock in accordance with the terms of our Charter, and thereafter, in connection with the Closing, Landcadia’s Class A

common stock will be reclassified as New Hillman common stock.

Derivative Financial Instruments

In accordance with FASB ASC

815-40, Derivatives and Hedging:

Contracts in an Entities Own Equity, entities must consider whether to classify contracts that may

be settled in its own stock, such as warrants, as equity of the entity or as an asset or liability.

If an event that is not within

the entity’s control could require net cash settlement, then the contract should be classified as an asset or a liability

rather than as equity.

We have determined because the terms of Public Warrants include a provision that entitles all warrantholders

to cash for their warrants in the event of a qualifying cash tender offer, while only certain of the holders of the underlying

shares of common stock would be entitled to cash, our warrants should be classified as a derivative liability measured at fair

value, with changes in fair value each period reported in earnings.

Volatility in our Common Stock and Public Warrants may result in

significant changes in the value of the derivatives and resulting gains and losses on our statement of operations.

conjunction with our Public Offering, which closed October 14, 2020, the Company sold 50,000,000 Public Units at a price of $10.00

Each Public Unit consists of one share of the Company’s Class A common stock, $0.0001 par value and one-third of one

redeemable Public Warrant and simultaneously, the Sponsors purchased an aggregate of 8,000,000 Sponsor Warrants at a price of $1.50

per warrant ($12,000,000 in the aggregate) in the Private Placement.

As of March 31, 2021, 16,666,667 Public Warrants and 8,000,000

Sponsor Warrants are outstanding.

The Sponsor Warrants (including the Class A common stock issuable upon exercise of the Sponsor

Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination and they are

non-redeemable so long as they are held by the initial purchasers of the Sponsor Warrants or their permitted transferees.

Sponsor Warrants are held by someone other than the initial purchasers of the Sponsor Warrants or their permitted transferees, the

Sponsor Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Otherwise, the Sponsor Warrants have terms and provisions that are identical to those of the Public Warrants except that the Sponsor

Warrants may be exercised on a cashless basis.

If the Company does not complete the Business Combination, then the proceeds will be

part of the liquidating distribution to the public stockholders and the Sponsor Warrants issued to the Sponsors will expire

Because the terms of the Sponsor Warrants and Public Warrants are so similar, we classified both types of warrants

as a derivative liability measured at fair value.

Each Public Warrant entitles the holder

to purchase one share of Class A common stock at a price of $11.50 per share.

Each Public Warrant will become exercisable on the later

of 30 days after the completion of the Business Combination or 12 months from the closing of the Public Offering.

However, if the Company

does not complete the Business Combination on or prior to October 14, 2022, the warrants will expire at the end of such period.

Company is unable to deliver registered shares of Class A common stock to the holder upon exercise of Public Warrants issued in connection

with the Units during the exercise period, there will be no net cash settlement of these Public Warrants and the Public Warrants will

expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement.

Once the Public

Warrants become exercisable, the Company may call the warrants for redemption:

(i) in whole and not in part;

(ii) at a price of $0.01

(iii) upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to

each warrant holder;

and (iv) if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share

for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to

the warrant holders.

As of March 31, 2021, the value of

our Public Warrants and Sponsor Warrants were $ 24,830,000 and $19,680,000, respectively.

As of December 31, 2020, the value of our Public

Warrants and Sponsor Warrants were $37,000,000 and $18,720,000, respectively.

For the three months ended March 31, 2021, we recorded a

gain related to the change in fair value of warrant derivative liability of $11,210,000 in other income and expense on our statement of

For further information on our warrants,

see Notes 5 and 6.

Fair Value Measurements

Fair value is measured based on an

exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction

between market participants.

As such, fair value is a market-based measurement that should be determined based on assumptions

market participants would use in pricing an asset or liability.

Assets and liabilities measured at fair value are based on a market

valuation approach using prices and other relevant information generated by market transactions involving identical or comparable assets

or liabilities.

As a basis for considering such assumptions, a three-tiered fair value hierarchy is established, which prioritizes the

inputs used in measuring fair value as follows:

(Level 1) observable inputs such as quoted prices in active markets;

(Level 2) inputs,

other than the quoted prices in active markets that are observable, either directly or indirectly;

and (Level 3) unobservable inputs in

which there is little or no market data, which require the reporting entity to develop its own assumptions.

Management determined that

the fair value of each Sponsor Warrant is similar to that of a Public Warrant, with adjustments for implied volatility for the Company

after the Business Combination is completed.

Accordingly, at March 31, 2021 the Public Warrants are classified as Level 1 financial instruments

and the Sponsor Warrants were transferred from Level 2 financial instruments to Level 3 financial instruments.

The following table presents the Company’s

assets and liabilities that are measured at fair value and indicates the fair value hierarchy of the valuation inputs the Company utilized

to determine such fair value:

Fair Value measured as of March 31, 2021

Cash and Marketable Securities Held in Trust

$ 500,026,153

Warrant derivative liability

Public Warrants

Sponsor Warrants

Total Warrant derivative liability

Fair Value measured as of December 31, 2020

Cash and Marketable Securities Held in Trust

$ 500,078,624

Warrant derivative liability

Public Warrants

Sponsor Warrants

Total Warrant derivative liability

The following is a summary of changes in fair value of our

warrant derivative liability categorized within the Level 3 hierarchy as of March 31, 2021;

March 31, 2021

December 31, 2020

Transfer into Level 3

Loss on derivative liability

Ending Balance

Holdings III, Inc.

Management’s Discussion

and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of

the Company’s financial condition and results of operations of Landcadia Holdings III, Inc.

(the “Company”)

should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report (the

“Quarterly Report”).

Certain information contained in the discussion and analysis set forth below includes

forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking

This Quarterly Report includes

forward-looking statements.

These forward-looking statements are based on our current expectations and beliefs concerning

future developments and their potential effects on us.

There can be no assurance that future developments affecting us will

be those that we have anticipated.

These forward-looking statements involve a number of risks, uncertainties (some of which

are beyond our control) or other assumptions that may cause actual results or performance to be materially different from

those expressed or implied by these forward-looking statements.

Our forward-looking statements include, but are not limited

to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding

In addition, any statements that refer to projections, forecasts or other characterizations of future events or

circumstances, including any underlying assumptions, are forward-lookin g statements.

example, statements made relating to future business combinations, use of proceeds of past securities offerings, future loans

and conversions of warrants are forward-looking statements.

The words “anticipate,”

“believe,”

“continue,”

“could,”

“estimate,”

“expect,”

“intends,”

“may,”

“might,”

“plan,”

“possible,”

“potential,”

“predict,”

“project,”

“should,”

“would”

and similar expressions may identify

forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

that might cause or contribute to such forward-looking statements include, but are not limited to, those set forth in the

Risk Factors section of the Company’s final prospectus for its initial public offering of units (the “Public

Offering”) filed with the U.S.

Securities and Exchange Commission.

The following discussion should be read in

conjunction with our financial statements and related notes thereto included elsewhere in this report.

We are a blank

check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase

reorganization or similar business combination with one or more businesses (“Business Combination”).

We consummated

the Public Offering on October 14, 2020 and are currently in the process of locating suitable targets for our Business Combination.

We intend to use the cash proceeds from our public offering and the private placement of warrants described below as well as additional

issuances, if any, of our capital stock, debt or a combination of cash, stock and debt to complete the Business Combination.

The Company’s management team is led by Tilman Fertitta,

our Co-Chairman and Chief Executive Officer, and Richard Handler, our Co-Chairman and President.

Fertitta is the sole

shareholder of TJF, LLC (“TJF”) and Mr.

Handler is the Chief Executive Officer of Jefferies Financial Group Inc.

(“JFG”), and its largest operating subsidiary, Jefferies Group LLC, a global investment banking firm.

The Company’s

sponsors are TJF and JFG (collectively, the “Sponsors”).

2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) into law.

Act includes several significant business tax provisions that, among other t hings, eliminates the taxable income limit

for certain net operating losses (“NOL”) and allows businesses to carryback NOLs arising in 2018, 2019, and 2020 to

the five prior years;

suspends the excess business loss rules;

accelerates refunds of previously generated corporate alternative

minimum tax credits;

adjusts business interest limitations under IRC section 163(j) from 30% to 50%;

and addresses other

technical corrections included in the Tax Cuts and Jobs Act tax provisions.

The Company is still evaluating the impact, if any,

of the CARES Act on its financial position,

results of operations and cash flows.

Liquidity and Capital Resources

On October 14, 2020 we consummated a $500,000,000 public

offering consisting of 50,000,000 units at a price of $10.00 per unit (“Unit”).

Each Unit consists of one share of

the Company’s Class A common stock, $0.0001 par value (the “Class A Common Stock”) and one-third of

one redeemable warrant (each, a “Public Warrant”).

Simultaneously, with the closing of the Public Offering, we consummated

the $12,000,000 private placement (“Private Placement”) of an aggregate of 8,000,000 private placement warrants (“Sponsor

Warrants”) at a price of $1.50 per warrant.

Upon closing of the Public Offering and Private Placement on October 14,

2020, $500,000,000 in proceeds (including $17,500,000 of deferred underwriting commissions) from the public offering and private

placement was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as

The remaining $12,000,000 held outside of trust was used to pay underwriting commissions of $10,000,000, loans to our

Sponsors, and deferred offering and formation costs.

The Company granted the underwriters a 45-day option from the date of the

prospectus, October 8, 2020, to purchase additional units.

If the over-allotment is exercised in full, proceeds from the Public

Offering and Private Placement will be $575,000,000 and $13,500,000, respectively.

Our working capital needs will be satisfied through the funds,

held outside of the U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee

(the “Trust Account”), from the public offering.

Interest on funds held in the Trust Account may be used to pay income

taxes and franchise taxes, if any.

Our Sponsors may, but are not obligated to, loan us funds as may be required in connection with

the Business Combination.

Up to $1,500,000 of these loans may be converted into warrants of the post business combination entity

at a price of $1.50 per warrant at the option of the lender and would be identical to the sponsor warrants.

Results of Operations

We have neither engaged in any significant

business operations nor generated any revenues to date.

All activities to date relate to the Company’s formation and its

initial public offering and search for a suitable Business Combination.

We generate non-operating income in the form of interest

income on cash, cash equivalents, and marketable securities held in the Trust Account.

We expect to incur increased expenses as

a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence

expenses as we locate a suitable Business Combination.

Critical Accounting Policies

The preparation of financial statements

in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited

financial statements and accompanying notes.

Actual results could differ from those estimates.

The Company has identified the following

as its critical accounting policies:

Loss per Common Share

Basic loss per common share is computed

by dividing net income applicable to common stockholders by the weighted average number of common shares outstanding during the

All shares of Class B common stock are assumed to convert to shares of Class A common stock on a one-for-one

Consistent with FASB ASC 480, shares of Class A common stock subject to possible redemption, as well as their pro rata

share of undistributed trust earnings consistent with the two-class method, have been excluded from the calculation of loss per

common share for the three and nine months ended September 30, 2020.

Such shares, if redeemed, only participate in their pro

rata share of trust earnings.

Diluted loss per share includes the incremental number of shares of common stock to be issued in

connection with the conversion of Class B common stock or to settle warrants, as calculated using the treasury stock method.

For the three and nine months ending September 30, 2020 and 2019, the Company did not have any dilutive warrants, securities

or other contracts that could, potentially, be exercised or converted into common stock.

As a result, diluted loss per common share

is the same as basic loss per common share for all periods presented.

For the three and nine months ended September 30, 2020,

the Company reported no income or loss available to common shareholders.

Recent Accounting Pronouncements

Management does not believe that any recently

issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements

as of September 30, 2020.

Contractual Obligations

As of September 30, 2020, we did not

have any long-term debt, capital or operating lease obligations.

The Company entered into an administrative services agreement

in which we will pay Fertitta Entertainment, Inc., (an affiliate of TJF) for office space, secretarial and administrative

services provided to members of our management team, in an amount not to exceed $20,000 per month commencing on the date of effectiveness

of the Public Offering and ending on the earlier of the completion of a Business Combination or liquidation.

Quantitative and Qualitative

Disclosures About Market Risk.

As of September 30, 2020, we were

not subject to any market or interest rate risk.

We have not engaged in any hedging activities

since our inception.

We do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements