What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-03-16 compared with 2021-03-12 · 26 added, 308 removed, 0 unchanged (100% of the section changed)

Market for Registrant’s

Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

The Company’s Class A common stock,

warrants and units are currently listed on Nasdaq under the symbols LCY, LCYAW and LCYAU, respectively.

Our units began public

trading on October 9, 2020, our Class A common stock and warrants began public trading on November 27, 2020.

The following table sets forth, for the

periods indicated, the reported high and low sales price for our common stock, warrants, and units.

Class A Common Stock

Year Ended December 31, 2020:

4th Quarter (1)

Class A Common Stock

Year Ended December 31, 2019:

Beginning on October 9, 2020 with respect to LCYAU.

Beginning on November 27, 2020 with respect to LCY and LCYAW.

As of March 1, 2020 there was1 holder

of record of our separately traded Class A common stock, 3 holders of record of our separately traded warrants, and 1 holder

of record of our units.

We have not paid any cash dividends on

our common stock to date and do not intend to pay cash dividends prior to the completion of our Business Combination.

of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial

condition subsequent to completion of our Business Combination.

The payment of any cash dividends subsequent to our Business Combination

will be within the discretion of our board of directors.

In addition, our board of directors is not currently contemplating and

does not anticipate declaring stock dividends in the foreseeable future.

Further, if we incur any indebtedness in connection with

our Business Combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection

Securities Authorized for Issuance Under Equity Compensation

Recent Sales of Unregistered Securities;

Use of Proceeds

from Registered Offerings

The Company was formed as Automalyst LLC,

a Delaware limited liability company on March 13, 2018 and in connection with our formation our sponsor, 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;

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 their 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 12,500,000 Founder Shares based on their proportional interest in the Company.

Simultaneously

with the closing of the Public Offering, the Sponsors purchased an aggregate of 8,000,000 Sponsor Warrants at a price of $1.50

per Sponsor Warrant for an aggregate purchase price of $12,000,000 in the Private Placement.

These securities were issued in connection

with our incorporation pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act

of 1933, as amended (the “Securities Act”).

Each of our Sponsors is an accredited investor for purposes of Rule 501

of Regulation D.

On October 14, 2020, we consummated

the Public Offering of 50,000,000 Units.

Each Unit consists of one share of Class A common stock and one-third of one Public

Warrant, each whole Public Warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per

share, subject to adjustment.

The Units were sold at a price of $10.00 per Unit, generating gross proceeds to us of $500,000,000.

Jefferies LLC served as the sole book-running manager of the Public Offering.

The securities sold in the Public Offering were registered

under the Securities Act on a registration statement on Form S-1 (File No.

The SEC declared the registration

statement effective on October 8, 2020.

Following the closing of the Public Offering

and the Private Placement, $500,000,000 was placed in the Trust Account, comprised of $490,000,000 of the proceeds from the Public

Offering (which amount includes $17,500,000 of the underwriters’

deferred discount) and $10,000,000 of the proceeds of the

Private Placement.

We paid $10,000,000 in underwriting discounts and recorded approximately $607,000 for other costs and expenses

related to the Public Offering.

We also repaid $166,750 in non-interest bearing loans made to us by the Sponsors to cover expenses

related to the Public Offering.

There has been no material change in the planned use of proceeds from the public offering as described

in the prospectus filed by the Company on October 13, 2020 (the “Prospectus”).

Concurrently with the execution of the Merger Agreement on January 24,

2021, we entered into the Subscription Agreements with 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 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 Private Placement.

The Private Placement is contingent upon, among other things, the closing of the Proposed Transaction.

Selected Financial Data

The data set forth below should be read

in conjunction with our financial statements and accompanying notes to these financial statements.

This historical information

is no indicative of future results.

Statement of Operations:

General and administrative expenses

Basic and diluted loss available to common shares (1)

Statement of Cash Flows:

Net cash used in operating activities

Net cash used in investing activities

Net cash provided by financing activities

Balance Sheet:

Working capital (deficit) (2)

Total liabilities

Equity (deficit)

(1) Basic and diluted loss available

to common shares excludes income attributable to common stock subject to possible redemption of $6,913 for the year ended December 31,

(2) Assumes income tax and franchise tax liabilities are paid by trust account.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

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.

We consummated our initial Public Offering on October 14,

We intend to use the cash proceeds from our public offering and private placement of warrants 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.

We expect to incur significant costs in

the pursuit of our acquisition plans.

There can be no assurance that our plans to raise capital or to complete our initial Business

Combination will be successful.

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.

Each 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.

Simultaneously,

with the closing of the Public Offering, we consummated a $12,000,000 Private Placement of an aggregate of 8,000,000 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 the Trust Account.

The remaining $120,000,000 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 as well as cash and accrued interest held in the Trust Account of $500,078,624.

capital needs will be satisfied through the funds, held outside of 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.

Further, 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.

Agreement for 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 Landcadia,

Helios Sun Merger Sub, Inc., our 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

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 our 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.”

and 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, we have 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 shares of our Class B common stock, par value $0.0001

per share (the “Class B common stock”), valued at $10.00 per share that our sponsors, TJF, LLC (“TJF Sponsor”)

and Jefferies Financial Group Inc., (“JFG Sponsor”

and, together with TJF Sponsor, 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 (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”);

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

In addition, pursuant to the A&R Letter

Agreement, our Sponsors will, at the Closing of the Proposed Transaction, forfeit a total of 3,828,000 of their shares of Class B

common stock (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 the TJF Sponsor.

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

in accordance with the terms of our second amended and restated certificate of incorporation, and thereafter, in connection with

the Closing, our Class A common stock will be reclassified as New Hillman common stock.

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.

For the years ended December 31, 2020,

2019, and period from March 13, 2018 (inception) to December 31, 2018, we had a net loss of $154,280, $0 and $0, respectively.

The loss for the year ended December 31, 2020 relates to $172,904 of general and administrative costs and $60,000 of management

fees for administrative services, offset by $78,624 in earnings on the Trust Account assets.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements

as of December 31, 2020.

Contractual Obligations

As of December 31, 2020, we did not

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

We have recorded deferred

underwriting commissions payable upon the completion of the Business Combination.

We entered into an administrative services

agreement in which the Company pays Fertitta Entertainment, Inc.

an affiliate of TJF, for office space, secretarial and administrative

services provided to members of the Company’s management team, in an amount not to exceed $20,000 per month.

Critical Accounting Policies

The preparation of financial statements

in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions

that affect the amounts reported in the financial statements and accompanying notes.

Actual results could differ from those estimates.

The Company has identified the following as its critical accounting policies:

Redeemable Shares

All of the 50,000,000 Public Shares sold

as part of the Public Offering contain a redemption feature as described in the Prospectus.

In accordance with FASB ASC 480, “Distinguishing

Liabilities from Equity”, 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 redeemable shares will be affected by charges against additional paid-in capital.

At December 31, 2020,

there were 50,000,000 Public Shares, of which 47,849,916 were recorded as redeemable shares, classified outside of permanent equity,

and 2,150,084 were classified as Class A common stock.

Loss per Common Share

Basic loss per common share is computed

by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period.

All Founder Shares are assumed to convert to shares of Class A common stock on a one-for-one basis.

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 year ended

December 31, 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 Founder Shares

or to settle warrants, as calculated using the treasury stock method.

For the years ending December 31, 2020, 2019, and 2018,

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 year ended December 31, 2020, the Company reported a loss available to common shareholders of $0.02.

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

Item 5 – Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Common Stock Data

The Company's common stock is traded on The Nasdaq Stock Market under the symbol 'HLMN' .

There were approximately 39 holders of record of common stock as of March 14, 2022.

In addition to holders of record of our Class A common stock we believe there is a substantially greater number of “street name” holders or beneficial holders whose Class A common stock is held of record by banks, brokers and other financial institutions.

The Company has never declared or paid cash dividends on its common stock and has no intention to do so in the foreseeable future.

Securities Authorized for Issuance Under Equity Compensation Plans

See Part III, Item 12 of this Form 10-K and Note 13 - Stock Based Compensation of the Notes to Consolidated Financial Statements included herein for additional information.

Stock Price Performance

The graph above compares the cumulative total stockholder return on our Class A common stock with the cumulative total return on the Standard & Poor’s (“S&P”) 500 Consumer Discretionary Index and the Dow Jones US Industrial Suppliers Index.

The graph assumes an initial investment of $100 in our common stock at the market close on November 27, 2020, which was our initial trading day.

Data for the S&P 500 Consumer Discretionary Index and the Nasdaq Composite Index assume reinvestment of dividends.

Total return equals stock price appreciation plus reinvestment of dividends.

Unregistered Sales of Equity Securities

On January 24, 2021, Landcadia entered into subscription agreements, pursuant to which certain investors agreed to purchase, and Landcadia agreed to sell to the investors, an aggregate of 37,500,000 shares of Landcadia Class A common stock for gross proceeds to Landcadia of $375 million (the “PIPE Investment”).

The PIPE Investment closed immediately prior to the Closing of the Business Combination.

The sales of the above securities were exempt from the registration requirements of the Securities Act in reliance on the exemptions afforded by Section 4(a)(2) of the Securities Act.

The sales of the above securities did not involve underwriters, underwriting discounts or commissions or public offerings of securities of the registrant.

Other than described above, we made no sales of our equity securities during the year ended December 25, 2021.

Issuer Purchases of Equity Securities

On November 22, 2021, we provided notice to the holders of the outstanding Warrants (the “Warrants”) that all such Warrants would be redeemed in accordance with the terms of such Warrants and the Warrant Agreement (the “Redemption”).

Accordingly, on November 30, 2021, the Company provided written notice to Nasdaq of its intention to voluntarily withdraw the Warrants from listing on Nasdaq.

On December 30, 2021, we announced the completed redemption of the outstanding warrants.

See Note 8 - Warrants of the Notes to Consolidated Financial Statements included herein for additional information.

Other than described above, we made no repurchases of our equity securities during the year ended December 25, 2021.

Item 6 – [Reserved]

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 5. Market for Registrant’s Common Equity