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Item 1. Business

2022-03-16 compared with 2021-03-12 · 227 added, 516 removed, 0 unchanged (100% of the section changed)

We are a blank check company 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 were 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.

We intend to use the cash proceeds from

our Public Offering and Private Placement (as defined below) as well as additional issuances, if any, of our capital stock, debt

or a combination of cash, stock and debt, including the Private Investment in a Public Company (“PIPE Investment”),

to complete the Business Combination.

We have neither engaged in any operations nor generated any revenue to date.

business activities, the Company is a “shell company”

as defined under the Exchange Act of 1934 (the “Exchange

Act”) because we have no operations and nominal assets consisting almost entirely of cash.

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.

is the sole shareholder, Chairman and Chief Executive Officer of TJF, LLC (“TJF Sponsor”) and Mr.

Handler is the

Chief Executive Officer of Jefferies Financial Group Inc.

(“JFG Sponsor”), and its largest operating subsidiary, Jefferies

Group LLC, a global investment banking firm.

The Company’s sponsors are TJF Sponsor and JFG Sponsor (collectively, the “Sponsors”).

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”).

Each whole Public Warrant entitles the holder to

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

Simultaneously, with the closing of the Public

Offering, we consummated a $12,000,000 private placement (the “Private Placement”) of an aggregate of 8,000,000 warrants

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

The Sponsor Warrants are identical to the Public Warrants sold

as part of the Units in the Public Offering except that, so long as they are held by our Sponsors or their permitted transferees,

(i) they are not redeemable by us, (ii) they (including the Class A common stock issuable upon exercise of these

warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our Sponsors until 30 days after

the completion of our initial Business Combination and (iii) they may be exercised by the holders on a cashless basis.

to the Public Offering, in 2018, JFG, through a subsidiary, purchased 100% of the membership interest in the Company for $1,000.

On August 24, 2020, TJF purchased 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 to 401,000,000, of which 380,000,000

shares are Class A common stock;

20,000,000 shares are Class B shares at par value $0.0001 per share (the “Founder

Shares”);

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

The Sponsors held an aggregate of 11,500,000

Class B shares based on the proportional interest in the Company.

On September 16, 2020, the Company 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-allotment option.

As of December 31, 2020, JFG and TJF owned an aggregate of 12,500,000 Founder Shares based on their

proportional interest in the Company.

Upon 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

(including $17,500,000 of deferred underwriting commissions) was placed in a U.S.-based trust account maintained by Continental

Stock Transfer & Trust Company, acting as trustee (the “Trust Account”).

The Company’s second amended

and restated certificate of incorporation provides that, other than the withdrawal of interest to pay tax obligations, 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 being sold in the Public Offering (“Public

Shares”) properly submitted in connection with a stockholder vote to amend the Company’s second amended and restated

certificate of incorporation 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

or (iii) the redemption of the Public Shares if the Company is unable to complete the Business Combination by October 14,

2022, subject to applicable law.

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 obligations.

As of December 31,

2020, we had a balance in cash and investments held in trust of $500,078,624.

As of December 31, 2020, no funds had been withdrawn

from the Trust Account to pay taxes.

We expect to pay our franchise tax liability of $71,388 from the trust earnings in the first

quarter of 2021.

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.

As of December 31, 2020, we had an unrestricted balance of $1,017,406 to satisfy our working capital purposes.

Proposed Business Combination

On January 24, 2021, our board of

directors, unanimously approved an agreement and plan of merger, dated January 24, 2021, by and among the Company, Helios

Sun Merger Sub, Inc., a wholly owned subsidiary of the Company (“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

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

If the Merger Agreement is adopted by

our 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 a wholly owned subsidiary of the Company (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, the Company will be renamed “Hillman Solutions Corp.”

and is referred

to herein as “New Hillman”

as of the time following such change of name.

Consummation of the

Proposed Transaction is subject to customary conditions of the respective parties, including the approval of the Merger Agreement,

the Proposed Transaction and certain other actions related thereto by our stockholders and Hillman Holdco’s stockholders,

and the availability of a minimum amount of cash in the Trust Account (and/or from other specified sources, if necessary), after

giving effect to redemptions by the Company’s public stockholders, if any.

The Merger Agreement may also be terminated by

either party under certain circumstances.

For additional information

regarding Hillman Holdco, Hillman, the Merger Agreement and the Proposed Transaction, see the Proxy Statement/Prospectus initially

filed by the Company on February 3, 2021.

Other than as specifically

discussed, this report does not assume the closing the Business Combination.

Subscription Agreements

Concurrently with

the execution of the Merger Agreement on January 24, 2021, we entered into the subscription agreements with certain institutional

investors, including JFG Sponsor (the “PIPE Investors”), pursuant to which, among other things, we agreed to issue

and sell in private placements an aggregate of 37,500,000 shares of our Class A common stock to the PIPE Investors for $10.00

per share (the “PIPE Private Placement”).

The PIPE Private Placement

investment is expected to close substantially concurrently with the Closing.

In connection with the Closing, all of our issued

and outstanding shares of Class A common stock, including the shares of Class A common stock issued to the PIPE Investors,

will be exchanged, on a one-for-one basis, for shares of New Hillman common stock.

The shares of New

Hillman common stock to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act in

reliance upon the exemption provided in Section 4(a)(2) of the Securities Act.

We will grant the PIPE Investors certain

registration rights in connection with the PIPE Private Placement.

The PIPE Private Placement is contingent upon, among other things,

the closing of the Proposed Transaction.

A&R Letter Agreement

In connection with the

execution of the Merger Agreement, the Company, our Sponsors, each member of our Board and each of our executive officers entered

into an amended and restated letter agreement (the “A&R Letter Agreement”).

Like the letter agreements entered

into by such persons in connection with our initial public offering or their appointment to the board, pursuant to the A&R

Letter Agreement each of our Sponsors, directors and members of the management team have agreed to (i) waive their redemption

rights with respect to their founder shares (as defined below) and public shares in connection with the completion of the Proposed

(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 second amended and restated certificate of incorporation 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 redemption or 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

(iv) vote any founder shares held by them and any public shares purchased during or after the IPO (including in

open market and privately-negotiated transactions) in favor of the Proposed Transaction, (v) not to transfer or sell (subject

to certain limited exceptions) (1) the founder shares until the earlier of  (A) one year after the completion

of our initial business combination or (B) subsequent to our initial business combination, (x) if the reported closing

price of our Class A 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

our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization

or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock

for cash, securities or other property, or (2) the private placement warrants and the Class A common stock underlying

such warrants, until 30 days after the completion of our initial business combination.

In addition, the A&R Letter Agreement

provides that, at the Closing, (i) our Sponsors will waive any adjustment to the conversion ratio set forth in our governing

documents or any other anti-dilution or similar protection with respect to the shares of Class B common stock (whether resulting

from the PIPE Private Placement or otherwise), and (ii) the Sponsors will forfeit an aggregate of 2,828,000 shares of our

Class B common stock otherwise issuable to them upon conversion of their founder shares and that the TJF Founder will forfeit

an additional 1,000,000 shares of our Class B common stock otherwise issuable to it upon conversion of its founder shares.

Hillman Holdco Voting and Support Agreement

In connection with the execution of the Merger

Agreement, certain Hillman Holdco stockholders (the “Hillman Holdco supporting stockholders”) entered into a voting

and support agreement with the Company.

Under the Hillman Holdco voting and support agreement, the Hillman Holdco supporting stockholders

agreed that they will not transfer, and will deliver a written consent with respect to their shares of Hillman Holdco common stock

in favor of the adoption and approval of the Merger Agreement and the transactions contemplated by the Merger Agreement, promptly

following the time at which the registration statement of the shares issuable in connection with the Proposed Transaction shall

have been declared effective.

Registration Rights Agreement

At the Closing, New Hillman, our Sponsors

and the Hillman Holdco supporting stockholders will enter into an Amended and Restated Registration Rights Agreement (the “A&R

Registration Rights Agreement”), pursuant to which, among other things, (i) New Hillman will agree to register for resale,

pursuant to Rule 415 under the Securities Act, certain shares of New Hillman common stock and other equity securities of New

Hillman that are held by the parties thereto from time to time, (ii) our Sponsors and the Hillman Holdco supporting stockholders

will be granted certain registration rights and (iii) our Sponsors will reaffirm the lock-up they agreed to in the A&R

Letter Agreement and the Hillman Holdco supporting stockholders will agree to a lock-up under which they will not sell, for the

period set forth therein, the shares of New Hillman common stock they will receive in the Business Combination.

In addition, the A&R Registration Rights

Agreement will provide for shelf, demand and piggyback registration rights.

In addition, the A&R Registration Rights Agreement

will provide that, notwithstanding such registration rights, affiliates of CCMP shall not transfer any securities of New Hillman

for six months following the Closing and each Sponsor shall not transfer its Founder Shares for one year after the Closing,

subject to certain customary expectations.

Effecting Our Initial Business Combination

We are not presently engaged in, and we

will not engage in, any operations for an indefinite period of time.

We intend to effectuate our initial Business Combination using

cash held in the Trust Account, our equity, debt or a combination of these as the consideration.

We may seek to complete our initial

Business Combination with a company or business that may be financially unstable or in its early stages of development or growth,

which would subject us to the numerous risks inherent in such companies and businesses.

If our initial Business Combination is

paid for using equity or debt securities, or not all of the funds released from the Trust Account are used for payment of the consideration

in connection with our initial Business Combination or used for redemptions of our Class A common stock, we may apply the

balance of the cash released to us from the Trust Account for general corporate purposes, including for maintenance or expansion

of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing

our initial Business Combination, to fund the purchase of other companies or for working capital.

We may seek to raise additional funds through

a private offering of debt or equity securities in connection with the completion of our initial Business Combination, and we may

effectuate our initial Business Combination using the proceeds of such offering rather than using the amounts held in the Trust

In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net

proceeds of the Public Offering and the Private Placement, and, as a result, if the cash portion of the purchase price exceeds

the amount available from the Trust Account, net of amounts needed to satisfy any redemptions by public stockholders, we may be

required to seek additional financing to complete such proposed initial Business Combination.

Subject to compliance with applicable

securities laws, we would expect to complete such financing only simultaneously with the completion of our initial Business Combination.

In the case of an initial Business Combination funded with assets other than the Trust Account assets, our proxy materials or tender

offer documents disclosing the initial Business Combination would disclose the terms of the financing and, only if required by

law, we would seek stockholder approval of such financing.

There is no limitation on our ability to raise funds through the issuance

of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial Business

Combination, including pursuant to forward purchase agreements or backstop agreements.

At this time, we are not a party to any

arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or

None of our Sponsors, officers, directors or stockholders are required to provide any financing to us in connection

with or after our initial Business Combination.

Selection of a target business and

structuring of our initial Business Combination

Nasdaq rules require that we must

complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held

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

at the time of our signing a definitive agreement in connection with our initial Business Combination.

The fair market value of

our initial Business Combination will be determined by our board of directors based upon one or more standards generally accepted

by the financial community, such as a discounted cash flow valuation, a valuation based on trading multiples of comparable public

businesses or a valuation based on the financial metrics of M&A transactions of comparable businesses.

If our board of directors

is not able to independently determine the fair market value of our initial Business Combination (including with the assistance

of financial advisors), we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent

accounting firm with respect to the satisfaction of such criteria.

While we consider it unlikely that our board of directors will

not be able to make an independent determination of the fair market value of our initial Business Combination, it may be unable

to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of

uncertainty as to the value of a target’s assets or prospects.

We do not intend to purchase multiple businesses in unrelated

industries in conjunction with our initial Business Combination.

Subject to this requirement, our management will have virtually

unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted

to effectuate our initial Business Combination with another blank check company or a similar company with nominal operations.

In any case, we will only complete an initial

Business Combination in which we own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquire

a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment

If we own or acquire less than 100% of the equity interests or assets of a target business or businesses, the portion

of such business or businesses that are owned or acquired by the post-transaction company is what will be taken into account for

purposes of Nasdaq’s 80% of net assets test.

To the extent we effect our initial Business

Combination with a company or business that may be financially unstable or in its early stages of development or growth we may

be affected by numerous risks inherent in such company or business.

Although our management will endeavor to evaluate the risks

inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risk

In evaluating a prospective business target,

we expect to conduct a due diligence review, which may encompass, among other things, meetings with incumbent ownership, management

and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial

and other information that will be made available to us.

The time required to select and evaluate

a target business and to structure and complete our initial Business Combination, and the costs associated with this process, are

not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification and evaluation

of, and negotiation with, a prospective target business with which our initial Business Combination is not ultimately completed

will result in our incurring losses and will reduce the funds we can use to complete another Business Combination.

Redemption Rights for Public Stockholders

upon Completion of our Initial Business Combination

We will provide our public stockholders

with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial

Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account

as of two business days prior to the consummation of the initial Business Combination including interest earned on the funds held

in the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares,

subject to the limitations described herein.

The per-share amount we will distribute to investors who properly redeem their shares

will not be reduced by the deferred underwriting commissions we will pay to the underwriters.

Our Sponsors, officers and directors

have entered into the A&R Letter Agreement with us, pursuant to which they have agreed to waive their redemption rights with

respect to any Founder Shares and any Public Shares held by them in connection with the completion of our initial Business Combination.

Manner of Conducting Redemptions

We will provide our public stockholders

with the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial Business Combination

either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) without

a stockholder vote by means of a tender offer.

The decision as to whether we will seek stockholder approval of a proposed initial

Business Combination or conduct a tender offer will be made by us, solely in our 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 require us to seek stockholder approval

under applicable law or stock exchange listing requirements.

Asset acquisitions and stock purchases would not typically require

stockholder approval while direct mergers with our Company where we do not survive and any transactions where we issue more than

20% of our outstanding common stock or seek to amend our second amended and restated certificate of incorporation would require

stockholder approval.

So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with

Nasdaq’s shareholder approval rules.

We currently intend to hold a stockholder meeting to approve the Proposed Transaction.

The requirement that we provide our public

stockholders with the opportunity to redeem their Public Shares by one of the two methods listed above is contained in provisions

of our second amended and restated certificate of incorporation and apply whether or not we maintain our registration under the

Exchange Act or our listing on Nasdaq.

Such provisions may be amended if approved by holders of 65% of our common stock entitled

to vote thereon.

If we provide our public stockholders with

the opportunity to redeem their Public Shares in connection with a stockholder meeting, as we plan to do in connection with the

Proposed Transaction, we will:

conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of

the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and

file proxy materials with the SEC.

If a stockholder vote is not required and

we do not decide to hold a stockholder vote for business or other legal reasons, we will:

conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which

regulate issuer tender offers, and

file tender offer documents with the SEC prior to completing our initial Business Combination,

which contain substantially the same financial and other information about the initial Business Combination and the redemption

rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Submission of our Initial Business Combination

to a Stockholder Vote

If we seek stockholder approval, as

we currently intend to do for the Proposed Transaction, we will complete our initial Business Combination only if a majority

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

A quorum for such

meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company

representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at

such meeting.

Our Sponsors will count towards this quorum and, pursuant to the A&R Letter Agreement, our Sponsors,

officers and directors have agreed to vote their Founder Shares and any Public Shares purchased during or after the Public

Offering (including in open market and privately-negotiated transactions) in favor of our initial Business Combination.

purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect

on the approval of our initial Business Combination once a quorum is obtained.

As a result, in addition to our

Sponsors’

Founder Shares and Public Shares they have purchased, we would need only 17,250,001, or 34.5%, of the 50,000,000 Public Shares sold in the Public

Offering to be voted in favor of an initial Business Combination (assuming all outstanding shares are voted) in order to have

our initial Business Combination approved.

We intend to give not less

than 10 days’

nor more than 60 days’

prior written notice of any such meeting, if required, at which a vote shall

be taken to approve our initial Business Combination.

These quorum and voting thresholds, and the voting agreements of our

Sponsors, may make it more likely that we will consummate our initial Business Combination.

Each public stockholder may elect

to redeem its Public Shares irrespective of whether they vote for or against the initial Business Combination or whether they

were a stockholder on the record date for the stockholder meeting held to approve the initial Business Combination.

Limitation on Redemption upon Completion

of our Initial Business Combination if we Seek Stockholder Approval

Notwithstanding the foregoing, if we seek

stockholder approval of our initial Business Combination, as we currently intend to do in connection with the Proposed Transaction,

and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, our second

amended and restated certificate of incorporation 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), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares

sold in the Public Offering, which we refer to as the “Excess Shares.”

Such restriction shall also be applicable to

our affiliates.

We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent

attempts by such holders to use their ability to exercise their redemption rights against a proposed initial Business Combination

as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or

on other undesirable terms.

Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold

in the Public Offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us or

our management at a premium to the then-current market price or on other undesirable terms.

By limiting our stockholders’

ability to redeem more than 15% of the shares sold in the Public Offering without our prior consent, we believe we will limit the

ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial Business Combination,

particularly in connection with an initial Business Combination with a target that requires as a closing condition that we have

a minimum net worth or a certain amount of cash.

However, we will not restrict our stockholders’

ability to vote all of their

shares (including Excess Shares) for or against our initial Business Combination.

Redemption of Public Shares and Liquidation

if no Initial Business Combination

Our second amended and restated certificate

of incorporation provides that we have until October 14, 2022 (24 months from the closing of the Public Offering) to complete

our initial Business Combination.

If we are unable to complete our initial Business Combination within such period, we will:

all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business

days thereafter, redeem the Public Shares, at 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 us to pay

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

which redemption will completely extinguish public stockholders’

rights as stockholders (including the right to receive further

liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such

redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in

each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we

fail to complete our initial Business Combination within the 24-month time period.

In identifying, evaluating and selecting

a target business for our Business Combination, we may encounter intense competition from other entities having a business objective

similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses

seeking strategic acquisitions.

Many of these entities are well established and have extensive experience identifying and effecting

Business Combinations directly or through affiliates.

Moreover, many of these competitors possess greater financial, technical,

human and other resources than us.

Our ability to acquire larger target businesses is limited by our available financial resources.

This inherent limitation gives others an advantage in pursuing the acquisition of a target business.

Furthermore, our obligation

to pay cash in connection with our public stockholders who exercise their redemption rights may reduce the resources available

to us for our initial Business Combination and our outstanding warrants, and the future dilution they potentially represent, may

not be viewed favorably by certain target businesses.

Either of these factors may place us at a competitive disadvantage in successfully

negotiating an initial Business Combination.

We currently maintain our executive offices

at 1510 West Loop South, Houston, Texas 77027.

The cost for this space is included in the $20,000 per month fee that we pay Fertitta

Entertainment, Inc., (an affiliate of TJF Sponsor) for office space, utilities and secretarial and administrative services.

We consider our current office space adequate for our current operations.

We currently have five officers.

of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much

of their time as they deem necessary to our affairs until we have completed our initial Business Combination.

The amount of time

they devote in any time period will vary based on whether a target business has been selected for our initial Business Combination

and the stage of the Business Combination process we are in.

We do not intend to have any full time employees prior to the completion

of our initial Business Combination.

Available Information

We are required to file Annual Reports

on Form 10-K and Quarterly Reports on Form 10-Q with the U.S.

Securities and Exchange Commission (the “SEC”)

on a regular basis, and are required to disclose certain material events in a Current Report on Form 8-K.

The public may read

and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549.

The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

maintains an Internet website that contains reports, proxy and information statements and other information regarding issuers that

file electronically with the SEC.

The SEC’s Internet website is located at http://www.sec.gov.

Risk Factors Summary

An investment in our securities involves

a high degree of risk and uncertainties.

You should consider carefully all of the risks described below, together with the other

information contained in this prospectus, before making a decision to invest in our units.

If any of the following events

occur, our business, financial condition and operating results may be materially adversely affected.

In that event, the trading

price of our securities could decline, and you could lose all or part of your investment.

Such risks include, but are not limited

We are a blank check company

with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business

Our public stockholders may

not be afforded an opportunity to vote on our proposed initial business combination, and even if we held a vote, holders of

our founder shares will participate in such vote, which means we may complete our initial Business Combination even though a

majority of our public stockholders do not support such a combination.

If we seek stockholder

approval of our initial business combination, our sponsors and members of our management team have agreed to vote in favor of

such initial Business Combination, regardless of how our public stockholders vote.

Your only opportunity to

affect the investment decision regarding a potential Business Combination may be limited to the exercise of your redemption

rights, unless we seek stockholder approval of the initial Business Combination.

The ability of our public

stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination

targets, which may make it difficult for us to enter into an initial Business Combination with a target.

The ability of our public

stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most

desirable business combination or optimize our capital structure.

The ability of our public

stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that

our initial Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem

The requirement that we

complete our initial Business Combination within 24 months after the closing of our initial public offering may give

potential target businesses leverage over us in negotiating a Business Combination and may decrease the time we have in which

to conduct due diligence on potential Business Combination targets, in particular as we approach our dissolution deadline,

which could undermine our ability to complete our initial Business Combination on terms that would produce value for our

stockholders.

Our search for a Business

Combination, and any target business with which we ultimately consummate a Business Combination, may be materially adversely

affected by the coronavirus (COVID-19) pandemic and the status of debt and equity markets.

We may not be able to complete

our initial Business Combination within 24 months after the closing of our initial public offering, in which case we

would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which

case our public stockholders may receive only $10.00 per share, or less than such amount in certain circumstances, and our

warrants will expire worthless..

If we seek stockholder

approval of our initial Business Combination, our sponsors, directors, officers, advisors and their affiliates may elect to

purchase public shares or warrants, which may influence a vote on a proposed initial Business Combination and reduce the

public “float”

of our Class A common stock or public warrants.

Since our sponsors, officers

and directors will lose their entire investment in us if our initial Business Combination is not completed, a conflict of

interest may arise in determining whether a particular Business Combination target is appropriate for our initial Business

If a stockholder fails to

receive notice of our offer to redeem our public shares in connection with our initial Business Combination, or fails to

comply with the procedures for submitting or tendering its shares, such shares may not be redeemed.

Because of our limited

resources and the significant competition for Business Combination opportunities, it may be more difficult for us to complete

our initial Business Combination.

If we are unable to complete our initial Business Combination within the prescribed time

period, our public stockholders may receive only approximately $10.00 per public share, or less in certain circumstances, on

the liquidation of our Trust Account and our warrants will expire worthless.

If the net proceeds of our

initial public offering and the sale of the private placement warrants not being held in the Trust Account are insufficient

to allow us to operate for the 24 months after the closing of this offering, it could limit the amount available to fund

our search for a target business or businesses and our ability to complete our initial Business Combination, and we will

depend on loans from our sponsors, their affiliates or members of our management team to fund our search and to complete our

initial Business Combination.

You will not have any rights

or interests in funds from the trust account, except under certain limited circumstances.

Therefore, to liquidate your

investment, you may be forced to sell your public shares or warrants, potentially at a loss.

You will not be entitled to

protections normally afforded to investors of many other blank check companies.

If we seek stockholder

approval of our initial Business Combination and we do not conduct redemptions pursuant to the tender offer rules, and if you

or a “group”

of stockholders are deemed to hold in excess of 15% of our Class A common stock, you will lose

the ability to redeem all such shares in excess of 15% of our Class A common stock.

Nasdaq may delist our

securities from trading on its exchange, which could limit investors’

ability to make transactions in our securities

and subject us to additional trading restrictions.

For risk factors related to the Proposed Transaction, see

the Proxy Statement/Prospectus initially filed by us on February 3, 2021.

Item 1 – Business.

Hillman Solutions Corp.

and its wholly-owned subsidiaries (collectively, “Hillman” or “Company”) are one of the largest providers of hardware-related products and related merchandising services to retail markets in North America.

Our principal business is operated through our wholly-owned subsidiary, The Hillman Group, Inc.

and its wholly-owned subsidiaries (collectively, “Hillman Group”), which had net sales of approximately $1,426.0 million in 2021.

Hillman Group sells its products to hardware stores, home centers, mass merchants, pet supply stores, and other retail outlets principally in the United States, Canada, Mexico, Latin America, and the Caribbean.

Product lines include thousands of small parts such as fasteners and related hardware items;

threaded rod and metal shapes;

keys and accessories;

builder's hardware;

personal protective equipment, such as gloves and eye-wear;

and identification items, such as tags and letters, numbers, and signs.

We support product sales with services that include design and installation of merchandising systems, maintenance of appropriate in-store inventory levels, and break-fix for our robotics kiosks.

Our headquarters are located at 10590 Hamilton Avenue, Cincinnati, Ohio.

We maintain a website at www.hillmangroup.com.

Information contained or linked on our website is not incorporated by reference into this annual report and should not be considered a part of this annual report.

On July 14, 2021, privately held HMAN Group Holdings Inc.

("Old Hillman"), and Landcadia Holdings III, Inc.

(“Landcadia” and after the Business Combination described herein, “New Hillman”), a special purpose acquisition company ("SPAC") consummated the previously announced business combination (the “Closing”) pursuant to the terms of the Agreement and Plan of Merger, dated as of January 24, 2021 (as amended on March 12, 2021, the "Merger Agreement”).

Unless the context indicates otherwise, the discussion of the Company and it's financial condition and results of operations is with respect to New Hillman following the closing date and Old Hillman prior to the closing date.

See Note 3 - Merger Agreement of the Notes to Consolidated Financial Statements for additional information.

In connection with the Closing, the Company entered into a new credit agreement (the “Term Credit Agreement”), which provided for a new funded term loan facility of $835.0 million and a delayed draw term loan facility of $200.0 million (of which $16.0 million was drawn).

The Company also also entered into an amendment to their existing asset-based revolving credit agreement, extending the maturity and conformed certain provisions to the Term Credit Agreement.

The proceeds of the funded term loans under the Term Credit Agreement and revolving credit loans under the ABL Credit Agreement were used, together with other available cash, to (1) refinance in full all outstanding term loans and to terminate all outstanding commitments under the credit agreement, dated as of May 31, 2018, (2) refinance outstanding revolving credit loans, and (3) redeem in full senior notes due July 15, 2022 (the “6.375% Senior Notes”).

Additionally, we fully redeemed the 11.6% Junior Subordinated Debentures.

In connection with the refinancing we incurred a loss of $8.1 million and paid $38.7 million in financing fees, of which $21.0 million was recorded as a financing activity.

See Note 9 - Long-Term Debt of the Notes to Consolidated Financial Statements for additional information.

On April 16, 2021, the Company completed the acquisition of Oz Post International, LLC ("OZCO"), a leading manufacturer of superior quality hardware that offers structural fasteners and connectors used for decks, fences and other outdoor structures, for a total purchase price of $38.9 million.

The Company entered into an amendment ("OZCO Amendment") to the term loan credit agreement dated May 31, 2018 (the "2018 Term Loan"), which provided $35.0 million of incremental term loan funds to be used to finance the acquisition.

Ozco has business operations in the United States and its financial results reside within our Hardware and Protective Solutions segment.

On August 16, 2019, we acquired the assets of Sharp Systems, LLC ("Resharp"), a California-based innovative developer of automated knife sharpening systems, for a cash payment of $3.0 million and contingent consideration valued at $18.1 million.

The maximum payout for the contingent consideration is $25.0 million plus 1.8% of net knife-sharpening revenues for five years after the $25.0 million is fully paid.

Resharp has business operations in the United States and its financial results reside within our Robotics and Digital Solutions segment.

On July 1, 2019, the Company acquired the assets of West Coast Washers, Inc for a total purchase price of $3.1 million.

The financial results of West Coast Washers, Inc.

reside within the Company's Hardware and Protective Solutions segment.

Hillman Group

We are comprised of three separate operating business segments:

(1) Hardware and Protective Solutions, (2) Robotics and Digital Solutions, and (3) Canada.

We provide products such as fasteners and related hardware items;

threaded rod and metal shapes;

keys, key duplication systems, and accessories;

builder's hardware;

personal protective equipment, such as gloves and eye-wear;

and identification items, such as tags and letters, numbers, and signs, to retail outlets, primarily hardware stores, home centers and mass merchants, pet supply stores, grocery stores, and drug stores.

We complement our extensive product selection with regular retailer visits by our field sales and service organization.

We market and distribute a wide variety of Stock Keeping Units (“SKUs”) of small, hard-to-find and hard-to-manage hardware items.

We function as a category manager for retailers and support these products with in-store service, high order fill rates, and rapid delivery of products sold.

Sales and service representatives regularly visit retail outlets to review stock levels, reorder items in need of replacement, and interact with the store management to offer new product and merchandising ideas.

Thousands of items can be actively managed with the retailer experiencing a substantial reduction of in-store labor costs and replenishment paperwork.

Service representatives also assist in organizing the products in a consumer-friendly manner.

We complement our broad range of products with merchandising services such as displays, product identification stickers, retail price labels, store rack and drawer systems, assistance in rack positioning and store layout, and inventory restocking services.

We regularly refresh retailers' displays with new products and package designs utilizing color-coding to simplify the shopping experience for consumers and improve the attractiveness of individual store displays.

We operate from 22 strategically located distribution centers in North America.

Our main distribution centers utilize state-of-the-art Warehouse Management Systems (“WMS”) to ship customer orders within 48 hours while achieving a very high order fill rate.

We also supplement our operations with third-party logistics providers to warehouse and ship customer orders in the certain areas.

Products and Suppliers

Our product strategy concentrates on providing total project solutions using the latest technology for common and unique home improvement projects.

Our portfolio provides retailers the assurance that their shoppers can find the right product at the right price within an 'easy to shop' environment.

We currently manage a worldwide supply chain comprised of a large number of vendors, the largest of which accounted for approximately 5.7% of the Company's annual purchases and the top five of which accounted for approximately 17.0% of its annual purchases.

Our vendor quality control procedures include on-site evaluations and frequent product testing.

Vendors are also evaluated based on delivery performance and the accuracy of their shipments.

Hardware and Protective Solutions

Hardware and protective solutions segment includes a wide selection of product categories including fasteners;

builders hardware;

wall hanging;

threaded rod and metal shapes;

letters, numbers, and signs ("LNS");

personal protection products;

and work gear.

Our fastener business consists of three categories:

core fasteners, construction fasteners, and anchors, sold under a variety of brands including Hillman, FasnTite, DeckPlus, and PowerPro.

Core fasteners include nuts, bolts, screws, washers, and specialty items.

Construction fasteners include deck, drywall, metal screws, and both hand driven and collated nails.

Anchors include hollow wall and solid wall items such as plastic anchors, toggle bolts, concrete screws, and wedge anchors.

Builder's hardware includes a variety of common household items such as coat hooks, door stops, hinges, gate latches, and decorative hardware.

We market the builder's hardware products under the Hardware Essentials® brand and provide the retailer with innovation in both product and merchandising solutions.

The Hardware Essentials® program utilizes modular packaging, color coding, and integrated merchandising to simplify the shopping experience for consumers.

Colorful signs, packaging, and installation instructions guide the consumer quickly and easily to the correct product location in store while digital content including pictures and videos assist the on-line journey.

Hardware Essentials® provides retailers and consumers decorative upgrade opportunities through contemporary finishes and designs.

The wall hanging category includes traditional picture hanging hardware, primarily marketed under the Ook® and Hillman brands, and the High & Mighty® series of tool-free wall hangers, decorative hooks and floating shelves that was launched in 2017.

We are the leading supplier of metal shapes and threaded rod in the retail market.

The SteelWorks® threaded rod product includes hot and cold rolled rod, both weldable and plated, as well as a complete offering of All-Thread rod in galvanized steel, stainless steel, and brass.

The SteelWorks® program is carried by many top retailers, including Lowe's and Menard's, and through cooperatives such as Ace Hardware.

In addition, we are the primary supplier of metal shapes to many wholesalers throughout the country.

Letters, numbers, and signs (“LNS”) includes product lines that target both the homeowner and commercial user.

Product lines within this category include individual and/or packaged letters, numbers, signs, safety related products (e.g.

911 signs), driveway markers, and a diversity of sign accessories, such as sign frames.

Our expansive glove category covers many uses for DIYer around the house and for the pro at the job site.

We sell a full assortment of work gloves under the Firm Grip®, True Grip®, and Gorilla Grip brands, automotive gloves including Grease Monkey®, gardening gloves including Digz®, as well as cleaning and all-purpose gloves.

As a category leader in work gloves our portfolio is founded on design and consumer driven innovation.

Our products can be found at leading retailers across North America.

Our work gear category consists of tool storage, knee pads, clothing, and other accessories sold under variety of brands including AWP®, McGuire Nicholas®, and Firm Grip®.

The portfolio offers a “one stop shop” for leading retailers with an expansive assortment to meet the needs of both the pro and DIYer.

Our safety category includes face masks, safety vests, and sanitizing wipes and sprays sold under a variety of brands including Firm Grip®, AWP®, and Premium Defense®.

With our focus on innovative materials and intuitive design, along with industry trends, this is a growth category for Hardware and Protective Solutions.

Hardware and protective solutions generated approximately $1,025.0 million, $1,024.4 million and $853.0 million of revenues in the years ended December 25, 2021, December 26, 2020, and December 28, 2019, respectively.

Robotics and Digital Solutions

Our Robotics and Digital Solutions segment consists primarily of software-enabled robotic key duplication and engraving solutions that are tailored to the unique needs of the consumer.

We provide our offerings in retail and other high-traffic locations providing customized licensed and unlicensed key and engraving products targeted to consumers in the respective

Our offerings include self-service robotic engraving and robotic self service key duplication kiosks, as well as store associate assisted key duplication kiosks together with related software and systems, keys and key accessories sold in proximity to the kiosks.

Our services include product and category management, merchandising services, and access to our proprietary robotic key duplicating and engraving software platforms and equipment.

We design proprietary software and engineer, design and manufacture our proprietary equipment in our Boulder, Colorado and Tempe, Arizona facilities, which forms the cornerstone for our key duplication business.

Our key duplication system is offered in various retail channels including mass merchants, home centers, automotive parts retailers, franchise and independent hardware stores, and grocery/drug chains.We believe we provide the most complete key duplication systems in the industry, through our unique combination of self-service kiosk technology and store associate assisted duplication systems.

Our self- service solutions are driven by our MinuteKey technology, while store associate assisted duplication currently uses the state of the art KeyKrafter equipment and other legacy duplication machines depending on the retail channel to fit that channel’s specific needs.

In 2018, we completed the acquisition of MinuteKey, the world’s first self-service robotic key duplication machine.

The accuracy of robotics technology put to work in an innovative way makes MinuteKey machines easy to use, convenient, fast and highly reliable.

We utilize a propriety network integration software with our MinuteKey kiosks to maintain high levels of machine up-time and ensure machines have the optimal mix of key types available for duplication.

The kiosk is completely self-service and has a 100% customer satisfaction guarantee.

We manufacture and support the Minute Key kiosk out of our Boulder, Colorado and Tempe, Arizona facilities.

The Hillman KeyKrafter® is our most popular, innovative, and effective store associate assisted key duplication kiosk.

It provides significant reduction in duplication time while increasing accuracy and ease of use for unskilled store associates.

Additionally, with the KeyKrafter® solution, the capability exists for consumers to securely store and retrieve digital back-ups of their key without the original through the revolutionary Hillman KeyHero® Technology.

Our Precision Laser Key System™ system uses a digital optical camera, lasers, and proprietary software to scan a customer’s key.

The system identifies the key and retrieves the key’s specifications, including the appropriate blank and cutting pattern, from a comprehensive database.

This technology automates nearly every aspect of key duplication and provides the ability for every store associate to cut a key accurately.

In the automotive key space, we offer the SmartBox Automotive Key Programmer which is a tool to quickly and easily pair transponder keys, remotes, and smart keys.

We retain ownership of the key duplicating equipment and market and sell keys and key accessories.

Our proprietary key offering features the universal blank which uses a “universal” keyway to replace up to five original equipment keys.

This innovative system allows a retailer to duplicate 99% of the key market while stocking less than 100 SKUs.

We continually refresh the retailer’s key offerings by introducing decorated and licensed keys and accessories.

Our key offering features decorative themes of art and popular licenses such as NFL, Disney, Breast Cancer Awareness, and Marvel to increase personalization, purchase frequency and average transaction value per key.

We also market a successful line of decorative and licensed lanyards and other key accessories.

All of our key duplication systems are supported by a dedicated in store kiosk sales and service team.

In our engraving business, we supply a variety of innovative options of consumer-operated robotic kiosks such as Quick-Tag®, TagWorks®, and FIDO® for engraving specialty items such as pet identification tags, luggage tags, and other engraved identification tags.

We have developed unique engraving systems leveraging state-of- the-art technologies to provide a customized solution for mass merchant, pet supply retailers, and other high traffic areas such as theme parks, all supported by our in store kiosk field service technicians.

We design, engineer, manufacture, and assemble the engraving kiosks in our Boulder, Colorado and Tempe, Arizona facilities.

Our engraving business focuses on the growing consumer spending trends surrounding personalized and pet identification.

Innovation has played a major role in the development of our engraving business unit.

From the original Quick-Tag® consumer-operated Kiosk system to the proprietary laser system of TagWorks®, we continue to lead the industry with consumer-friendly engraving solutions.

As in our key business, we retain ownership of the key engraving equipment and market and sell blank tags.

We have continued to build out our robotics and digital solutions segment with two recent acquisitions.

In August 2019, we acquired the assets of Sharp Systems, LLC (“Resharp”), a California-based innovative developer of robotic automated knife sharpening systems, for a cash payment of $3.0 million and contingent consideration valued at $18.1 million.

The maximum payout for the contingent consideration is $25.0 million plus 1.8% of net knife-sharpening revenues for five years after the $25.0 million is fully paid.

We will continue rolling out knife sharpening systems to customers into 2022.

In February 2020, we acquired the assets of Instafob, LLC (“Instafob”), a California-based innovative developer of RFID ("Radio Frequency

Identification") key duplication systems and a cloud based platform, for a cash payment of $800 and a total purchase price of $2,618, which includes $1,818 in contingent contingent consideration that remain payable to the seller.

Contingent consideration is based on 5% of the net sales from 2020 through 2022 plus 1% of net sales from 2023 through 2029.

Robotics and Digital solutions generated approximately $249.5 million, $209.3 million, and $236.1 million of revenues in the years ended December 25, 2021, December 26, 2020, and December 28, 2019, respectively.

Our Canada segment distributes fasteners and related hardware items, threaded rod, keys, key duplicating systems, accessories, and identification items, such as tags and letters, numbers, and signs to hardware stores, home centers, mass merchants, industrial distributors, automotive aftermarket distributors, and other retail outlets and industrial Original Equipment Manufacturers (“OEMs”) in Canada.

The product lines offered in our Canada segment are consistent with the product offerings detailed in our other segments.

The Canada segment also produces made to order screws and self-locking fasteners for automotive suppliers, OEMs, and industrial distributors.

Our Canada segment generated approximately $151.5 million, $134.6 million and $125.3 million of revenues in the years ended December 25, 2021, December 26, 2020, and December 28, 2019, respectively.

Markets and Customers

We sell our products to national accounts such as Home Depot, Lowe’s, Menard’s, PETCO, PetSmart, Tractor Supply, and Walmart.

Our status as a national supplier of proprietary products to big box retailers allows us to develop a strong market position and high barriers to entry within our product categories.

We service a wide variety of franchise and independent retail outlets.

These individual dealers are typically members of the larger cooperatives, such as Ace Hardware, True Value, and Do-It-Best.

We ship directly to the cooperative's retail locations and also supply many items to the cooperative's central warehouses.

These central warehouses distribute to their members that do not have a requirement for Hillman's in-store service.

These arrangements reduce credit risk and logistic expenses for us while also reducing central warehouse inventory and delivery costs for the cooperatives.

A typical hardware store maintains thousands of different items in inventory, many of which generate small dollar sales but large profits.

It is difficult for a retailer to economically monitor all stock levels and to reorder the products from multiple vendors.

This problem is compounded by the necessity of receiving small shipments of inventory at different times and stocking the goods.

The failure to have these small items available will have an adverse effect on store traffic, thereby possibly denying the retailer the opportunity to sell items that generate higher dollar sales.

We sell our products to a large volume of customers, the top two of which accounted for approximately $679.1 million, or approximately 48%, of our total revenue in 2021.

For the year ended December 25, 2021, Home Depot was the single largest customer, representing approximately $385.0 million or 27.0% of our total revenues.

Lowe's was the second largest at approximately $294.1 million or 20.6%.

No other customer accounted for more than 10% of total revenue in 2021.

In each of the years ended December 25, 2021, December 26, 2020, and December 28, 2019, we derived over 10% of our total revenues from Lowe's and Home Depot which operated in each of our operating segments.

See Note 20 - Concentration of Credit Risks of the Notes to Consolidated Financial Statements for additional information.

Hillman continues to expand its B2B eCommerce platform allowing certain customers to order online through the Company’s website, www.hillmangroup.com.

The B2B eCommerce platform features many of our items available for sale online and over thousands of customers are enrolled with the online ordering platform.

We continue to support direct-to-store and direct-to-consumer fulfillment for consumers who choose to order fasteners directly from retailers' websites.

Sales and Marketing

We believe that our primary competitive advantage is rooted in our ability to provide a greater level of customer service than our competitors.

We partner with our customers to understand the unmet needs of consumers, design creative solutions, and commercialize those solutions bringing them to life in both physical and digital channels through a tight alignment between the product management, marketing communications, and channel marketing functions.

We provide best in class support and customer service at every touch point for our retail partners, and service is the hallmark of Hillman company-wide.

The national accounts field service organization consists of approximately 772 employees and 93 field managers focusing on big box retailers, pet super stores, large national discount chains, and grocery stores.

This organization reorders products, details store shelves, and sets up in-store promotions.

Many of our largest customers use electronic data interchange (“EDI”) for processing of orders and invoices.

We employ what we believe to be the largest direct sales force in the industry.

The sales force, which consists of approximately 252 employees and is managed by 27 field managers, focuses on the franchise and independent customers.

The depth of the sales and service team enables us to maintain consistent call cycles ensuring that all customers experience proper stock levels and inventory turns.

This team also prepares custom plan-o-grams of displays to fit the needs of any store and establishes programs that meet customers' requirements for pricing, invoicing, and other needs.

This group also benefits from daily internal support from our inside sales and customer service teams.

On average, each sales representative is responsible for approximately 60 full service accounts that the sales representative calls on approximately every two weeks.

These efforts allow the sales force to sell and support our product lines.

Our primary competitors in the national accounts marketplace for fasteners are Primesource Building Products, Inc., Midwest Fastener Corporation, Illinois Tool Works Inc., Spectrum Brands, and competition from direct import by our customers.

Our national competitors for gloves and personal protective equipment include West Chester Protective Gear, PIP, Iron Clad, and MidWest Quality Gloves, Inc.

Competition is primarily based on sourcing and price.

We believe our product innovation and in store merchandising service create a more compelling and unique experience for both the consumer and our customers.

Other competitors are local and regional distributors.

Competitors in the pet tag market are specialty retailers, direct mail order, and retailers with in-store mail order capability.

The Quick-Tag®, FIDO®, and TagWorks® systems have patent protected technology that is a major barrier to entry and helps to preserve this market segment.

The principal competitor for our franchise and independent business is Midwest Fastener in the hardware store marketplace.

The hardware outlets that purchase our products without regularly scheduled sales representative visits may also purchase products from local and regional distributors and cooperatives.

We compete primarily on field service, merchandising, as well as product availability and price, and depth of product line.

Insurance Arrangements

Under our current insurance programs, commercial umbrella coverage is obtained for catastrophic exposure and aggregate losses in excess of expected claims.

We retain the exposure on certain expected losses related to workers' compensation, general liability, and automobile claims.

We also retain the exposure on expected losses related to health benefits of certain employees.

We believe that our present insurance is adequate for our businesses.

See Note 18 - Commitments and Contingencies, of the Notes to Consolidated Financial Statements.

Human Capital Resources

As of December 25, 2021, we had 4,212 full time and part time employees, none of which were covered by a collective bargaining agreement.

In our opinion, employee relations are good.

Health and Safety

Employee health and safety is a top priority in all aspects of our business.

We are committed to providing a healthy environment and safe workplace at all of our facilities and in the field.

We maintain a safety compliance program.

We regularly conduct self-assessments to examine our safety culture and processes.

In response to COVID-19, we have taken and continue to take measures to protect our workforce.

We have modified practices at our distribution facilities and offices to adhere to guidance from the U.S.

Centers for Disease Control and Prevention and local health and governmental authorities.

In addition, we have invested in our safety team to provide oversight and ensure robust safety protocols are present across all of our operations.

Attraction, Development, and Retention

The success of our efforts to grow our business depends on the contributions and abilities of key executives, our sales force, and other personnel.

Our Human Resources department leads the search to reach a diverse talent pool.

We have a standard framework for posting jobs, interviewing for open positions, and onboarding new employees.

We offer employees resources to continuously improve their skills and performance with the goal of further cultivating the diverse talent on our team.

We seek people who are demonstrate our core values;

absolute integrity, accountability to our team and customers, the ability to build on difference, and trust and respect.

Diversity and Inclusion

We are committed to actions that build an inclusive and equitable workplace where diversity is valued and leveraged.

We ask our employees to bring their authentic selves to work every day and this shows in both our products and our services.

It's this authenticity that allows us to fulfill our mission.

We are committed to creating equal opportunities for employment, and creating inclusive and diverse workplaces that allow are team to perform to their fullest potential.

We do not consider the sales backlog to be a significant indicator of future performance due to the short order cycle of our business.

Our sales backlog from ongoing operations was approximately $34.0 million as of December 25, 2021 and approximately $58.3 million as of December 26, 2020.

We expect to realize the entire December 25, 2021 backlog during fiscal 2022.

Where You Can Find More Information

We file quarterly reports on Form 10-Q and annual reports on Form 10-K and furnish current reports on Form 8-K and other information with the Securities and Exchange Commission (the “Commission”).

The Commission also maintains an Internet site at www.sec.gov that contains quarterly, annual, and current reports, proxy and information statements, and other information regarding issuers, like Hillman, that file electronically with the Commission.

In addition, our quarterly reports on Form 10-Q, annual reports on Form 10-K, current reports on Form 8-K, and all amendments to those reports, are available free of charge on our website at www.hillmangroup.com as soon as reasonably practicable after such reports are electronically filed with the Commission.

We are providing the address to our website solely for the information of investors.

We do not intend the address to be an active link or to incorporate the contents of the website into this report.

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-K

Item 1. Business