What changed in this filing

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Item 9A. Controls and Procedures

2022-03-16 compared with 2021-03-12 · 178 added, 986 removed, 2 unchanged (100% of the section changed)

Controls and Procedures.

Evaluation of Disclosure Controls and

Disclosure controls and procedures are

controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted

under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported

within the time periods specified in the SEC's rules and forms.

Disclosure controls and procedures include, without limitation,

controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under

the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer (who serves as our principal

executive officer) and Chief Financial Officer (who serves as our principal financial and accounting officer), to allow timely

decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15

under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness

of the design and operation of our disclosure controls and procedures as of December 31, 2020.

Based upon their evaluation,

our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and

15d-15(e) under the Exchange Act) were effective.

Management’s report on internal control over financial

This Annual Report on Form 10-K does

not include a report of management’s assessment regarding internal control over financial reporting or an attestation report

of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly

public companies.

Changes in internal control over financial

There was no change in our internal control

over financial reporting that occurred during the quarter ending December 31, 2020 that has materially affected, or is reasonable

likely to materially affect, our internal control over financial reporting.

Other Information

Directors, Executive Officers

and Corporate Governance

Directors and Executive Officers

Our directors and executive officers are as follows:

Co-Chairman and Chief Executive Officer

Richard Handler

Co-Chairman and President

Vice President and Chief Financial Officer

Vice President, General Counsel and Secretary

Nicholas Daraviras

Vice President, Acquisitions

Fertitta has been our Co-Chairman and Chief Executive Officer since August 24, 2020.

He has served as Chairman

and Chief Executive Officer of Golden Nugget Online Gaming, Inc.

(formerly, Landcadia Holdings II, Inc.

(“Landcadia

II”)) (“Golden Nugget Online”) since February 14, 2019.

He was previously Co-Chairman and Chief Executive

Officer of Landcadia Holdings, Inc.

(“Landcadia I”) from September 15, 2015 through the consummation of the

Waitr Holdings, Inc.

(“Waitr”) business combination, and he currently serves on the board of directors of Waitr

Holdings Inc.

Since August 2010, Mr.

Fertitta has been the sole shareholder, chairman and Chief Executive Officer of

FEI, which owns the NBA’s Houston Rockets, the restaurant conglomerate Landry’s, Inc.

(“Landry’s”)

and the Golden Nugget Casinos and is recognized today as a global leader in the dining, hospitality, entertainment and gaming industries.

Fertitta was the sole shareholder at the time he took Landry’s public in 1993, and after 17 years as a public

company, he was the sole shareholder in taking Landry’s private in 2010.

Fertitta currently serves as Chairman of

the Houston Children’s Charity, the Houston Police Foundation, and is currently the Chairman of the Board of Regents for

the University of Houston.

He is also on the Executive Committee of the Houston Livestock Show and Rodeo, one of the nation’s

largest charitable organizations.

He also serves on the boards of the Texas Heart Institute and the Greater Houston Partnership.

Handler has been our Co-Chairman and President since August 24, 2020.

Handler served as Co-Chairman

and President of Landcadia II from February 14, 2019, though the consummation of the Golden Nugget Online business combination.

He previously served as Co-Chairman and President of Landcadia I from September 15, 2015, through the consummation of the

Waitr business combination.

He has been with Jefferies LLC since 1990 and has served as Chief Executive Officer since 2001, making

him the longest serving CEO on Wall Street.

He is the Chief Executive Officer and Director of Jefferies and Chairman of the board

of directors, Chief Executive Officer and President of Jefferies Group LLC.

Handler also serves as Chairman of the Global

Diversity Council at Jefferies LLC.

In addition he is Chairman and CEO of the Handler Family Foundation, a non-profit that focuses

on many philanthropic areas, including providing 4-year all-inclusive fully-paid college educations each year to 15 of the most

talented and deserving students coming from challenging backgrounds and circumstances.

The foundation also works to protect the

environment by protecting endangered species.

Prior to Jefferies LLC he worked at Drexel Burnham Lambert in the High Yield Bond

Handler received an MBA from Stanford University in 1987.

He received his BA in Economics (Magna Cum Laude,

High Distinction) from the University of Rochester in 1983 where he also serves as Chairman of the Board of Trustees.

Liem has been our Vice President and Chief Financial Officer since August 24, 2020.

Liem previously

served as Golden Nugget Online’s (formerly, Landcadia II) Vice President and Chief Financial Officer from February 14,

2019 until the Golden Nugget Online business combination and he currently serves on the Golden Nugget Online board of directors.

He previously served as Vice President and Chief Financial Officer of Landcadia I from September 15, 2015 through the consummation

of the Waitr business combination.

Liem currently serves as Chief Financial Officer and Executive Vice President of Golden

Liem has been the Chief Financial Officer of Landry’s Restaurants Inc.

(a subsidiary of Golden Nugget) since

June 11, 2004 and serves as its Executive Vice President and Principal Accounting Officer.

He joined Landry’s Restaurants, Inc.

in 1999 as the Corporate Controller.

Liem joined Landry’s from Carrols Corporation, where he served as the Vice

President of Financial Operations from 1994 to 1999.

He served with the Audit Division of Price Waterhouse, L.L.P.

He has been a Director of Landry’s LLC since 2009 and also serves as a director of Golden Nugget.

serves on the compliance committee for GNAC.

In addition, he serves as the Executive Vice President and Chief Financial Officer

of FEI, which is the holding company for Golden Nugget, Landry’s LLC, and other assets owned and controlled by Tilman J.

Liem is a Certified Public Accountant and was first licensed in Texas in 1989.

Scheinthal has been our Vice President, General Counsel and Secretary since August 24, 2020.

previously served as Vice President, General Counsel and Secretary of Landcadia II from February 14, 2019 through the consummation

of the Golden Nugget Online business combination, and he currently serves on the board of directors of Golden Nugget Online.

previously served as Vice President, General Counsel and Secretary of Landcadia I from September 15, 2015 through the consummation

of the Waitr business combination, and he currently serves on the board of directors of Waitr.

Scheinthal has served as

a member of the board of directors of Landry’s since its IPO in 1993 and as its Executive Vice President or Vice President

of Administration, General Counsel and Secretary since September 1992.

He also serves as a member of the board of directors,

Executive Vice President and General Counsel of FEI, which is the holding company for Landry’s, the Golden Nugget Hotels

and Casinos and other assets owned and controlled by Tilman J.

He devotes a substantial amount of time on behalf of all

FEI companies, including Landry’s and Golden Nugget, to acquisitions, financings, human resources, risk, benefit and litigation

management, union, lease and contract negotiations, trademark oversight and licensing and is primarily responsible for compliance

with all federal, state and local laws.

He was also primarily responsible for Landry’s corporate governance and SEC compliance

from its initial public offering and during the 17 plus years Landry’s operated as a public company.

Prior to joining

Landry’s, he was a partner in the law firm of Stumpf & Falgout in Houston, Texas.

Scheinthal represented

Landry’s for approximately five years before becoming part of the organization.

Daraviras has served as our Vice President, Acquisitions since August 24, 2020.

Daraviras served as

Vice President, Acquisitions of Landcadia II from February 14, 2019 through the consummation of the Golden Nugget Online business

He previously served as Vice President, Acquisitions of Landcadia I from September 15, 2015 through the consummation

of the Waitr business combination.

Daraviras is Co-President of Leucadia Asset Management and a Managing Director of

Prior to 2014, Mr.

Daraviras had been employed with Jefferies Capital Partners, LLC or its predecessors since 1996.

Daraviras has served on the board of Fiesta Restaurant Group since April 2011 and currently serves on Corporate Governance

and Nominating Committee.

He also serves on several boards of directors of private portfolio companies of Jefferies.

served on the boards of Edgen Group Inc., a global distributor of specialty steel products, or its predecessors from February 2005

until 2013, Carrols Restaurant Group, Inc.

from 2009 until 2013, and The Sheridan Group, Inc.

from 2003 until 2017.

Kelly serves on our board of directors.

He has served as Director of Golden Nugget Online (formerly, Landcadia II)

since May 12, 2020.

He is a former NASA astronaut and retired U.S.

Navy Captain, U.S.

spaceflight record holder and an experienced

test pilot having logged more than 15,000 hours of flight time in more than 40 different aircraft and spacecraft.

A former fighter

Kelly flew the F-14 Tomcat aboard the aircraft carrier, USS Dwight D.

Kelly was selected by

NASA as an astronaut in 1996.

A veteran of four space flights, he piloted Space Shuttle Discovery to the Hubble space telescope

in 1999 and, subsequently, commanded Space Shuttle Endeavor on a mission to the International Space Station in 2007.

His long-duration

space flight experience includes two flights on the Russian Soyuz spacecraft, launching and landing from Kazakhstan and two stays

aboard the International Space Station as commander, the first a 159-day mission in 2010-2011 followed by his recorded-breaking

340-day mission to the international space station in 2015.

During his yearlong mission, known worldwide as the “Year In

Space,”

he conducted three spacewalks before returning home in March 2016.

Kelly has received many awards and

honors, including the Defense Superior Service Medal, the Legion of Merit and Distinguished Flying Cross.

Kelly also was

recognized at the 2015 State of the Union Address by U.S.

President Barack Obama.

Kelly is a Fellow of the Society of

Experimental Test Pilots and a member of the Association of Space Explorers.

Kelly was appointed Champion for Space by

the United Nations Office for Outer Space Affairs.

Cornell serves on our board of directors.

Cornell has served as the Vice President for Legal Affairs and

General Counsel at the University of Houston since June 2002, where she is responsible for all legal related issues involving

business, financial, student and academic affairs throughout the University of Houston System and the four component campuses.

Cornell is also a member of the Chancellor and President’s Executive Cabinet, which addresses all management and

strategic initiatives of the University of Houston System and reports directly to the Chancellor.

Additionally, Ms.

serves as counsel and advisor to the Board of Regents with oversight of the Board Office.

Matters that Ms.

Cornell handles

at the University of Houston include complex transactions, international collaborations and programs, endowment and investment

matters as well as collaboration with internal audit to ensure audit and compliance matters are being addressed appropriately.

The compliance group for the main University of Houston campus reports directly to Ms.

Cornell, and she meets with the audit

and compliance group of the University of Houston System weekly to provide advice and counsel, including setting the agenda for

the Audit Committee meetings.

Previously, Ms.

Cornell served as Deputy Chief of General Litigation Division of the Office

of Texas Attorney General, as a shareholder in the Austin-based law firm Morehead, Jordan & Carmona, and as the President

of the Houston Chapter of Texas General Counsel Forum.

Cornell is currently a member of the Houston Bar Association and

the National Association of College and University Attorneys.

Cornell regularly speaks at state and national conferences

on ethics, governance and higher education law.

Cornell earned her undergraduate and law degrees from the University of

Texas at Austin and is licensed to practice law throughout Texas and in U.S.

District Courts for the Northern, Southern, Eastern

and Western Districts of Texas and the U.S.

Court of Appeals for the Fifth Circuit.

Number and Terms of Office of Officers

and Directors

Our board of directors is divided into

three classes with only one class of directors being elected in each year and each class (except for those directors appointed

prior to our first annual meeting of stockholders) serving a three-year term.

In accordance with Nasdaq corporate governance requirements,

we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq.

term of office of the first class of directors, consisting of Mr.

Kelly, will expire at our first annual meeting of stockholders.

The term of office of the second class of directors, consisting of Mr.

Handler, will expire at the second annual meeting of

stockholders.

The term of office of the third class of directors, consisting of Mr.

Fertitta, will expire at the third annual

meeting of stockholders.

Our officers are appointed by the board

of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors

is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.

Our bylaws provide that our officers

may consist of a Chairman or Co-Chairmen of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents,

Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the board of directors.

Committees of the Board of Directors

Our board has two standing committees:

an audit committee and a compensation committee.

Subject to phase-in rules and a limited exception, Nasdaq rules and

Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors,

and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent directors.

Audit Committee

We have established an audit committee

of our board of directors.

Kelly and Ms.

Cornell serve as members of our audit committee, and Mr.

chairs the audit committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three

members of the audit committee, all of whom must be independent, subject to the exception described below.

Kelly and Ms.

meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

Because our securities are listed on Nasdaq, we have one year from the date of our initial public offering to have our audit committee

be comprised solely of independent members.

We intend to identify an additional independent director to serve on the audit committee

within one year of the closing of the initial public offering, at which time Mr.

Fertitta will resign from the committee.

Cornell’s appointment, Mr.

Handler served on the audit committee.

Each member of the audit committee is financially

literate and our board has determined that Mr.

Fertitta qualifies as an “audit committee financial expert”

defined in applicable SEC rules.

The principal functions of the audit committee,

the appointment, compensation, retention, replacement, and oversight of the work of the independent

registered public accounting firm engaged by us;

pre-approving all audit and permitted non-audit services to be provided by the independent registered

public accounting firm engaged by us, and establishing pre-approval policies and procedures;

reviewing and discussing with the independent auditors all relationships the auditors have with

us in order to evaluate their continued independence;

setting clear hiring policies for employees or former employees of the independent registered public

accounting firm, including but not limited to, as required by applicable laws and regulations;

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report, at least annually, from the independent registered public accounting

firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any

material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry

or investigation by governmental or professional authorities within the preceding five years respecting one or more independent

audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent

registered public accounting firm and us to assess the independent registered public accounting firm’s independence;

reviewing and approving any related party transaction required to be disclosed pursuant to Item

404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

reviewing with management, the independent registered public accounting firm, and our legal advisors,

as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies

and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies

and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the

SEC or other regulatory authorities.

Compensation Committee

We have established a compensation committee

of our board of directors.

Fertitta, Mr.

Kelly and Ms.

Cornell serve as members of our compensation committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee,

all of whom must be independent, subject to the exception described below.

Kelly and Ms.

Cornell are independent

Kelly chairs the compensation committee.

Because our securities are listed on Nasdaq, we have one year from the date

of its initial public offering to have our compensation committee be comprised solely of independent members.

We intend to identify

an additional independent director to serve on the compensation committee within one year of the closing of our initial public

offering, at which time Mr.

Fertitta will resign from the committee.

Cornell’s appointment, Mr.

served on the compensation committee.

The principal functions of the compensation

committee, include:

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief

Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light

of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such

reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our

other officers;

reviewing on an annual basis our executive compensation policies and plans;

implementing and administering our incentive compensation equity-based remuneration plans;

assisting management in complying with our proxy statement and annual report disclosure requirements;

approving all special perquisites, special cash payments and other special compensation and benefit

arrangements for our officers and employees;

if required, producing a report on executive compensation to be included in our annual proxy statement;

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation

committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser

and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before

engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee

will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Director Nominations

We do not have a standing nominating committee,

though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules.

In accordance with Rule 5605 of the Nasdaq rules, a majority of the independent directors may recommend a director nominee

for selection by the board of directors.

The board of directors believes that the independent directors can satisfactorily carry

out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.

The directors who will participate in the consideration and recommendation of director nominees are Mr.

Kelly and Ms.

In accordance with Rule 5605 of the Nasdaq rules, all such directors are independent.

As there is no standing nominating committee,

we do not have a nominating committee charter in place.

The board of directors will also consider

director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand

for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders).

Our stockholders

that wish to nominate a director for election to our board of directors should follow the procedures set forth in our bylaws.

We have not formally established any specific,

minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating

nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge

of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our

stockholders.

Section 16(a) Beneficial Ownership

Reporting Compliance

Section 16(a) of the Securities

Exchange Act of 1934, as amended, requires our officers, directors and persons who beneficially own more than ten percent of our

common stock to file reports of ownership and changes in ownership with the SEC.

These reporting persons are also required to furnish

us with copies of all Section 16(a) forms they file.

Based solely upon a review of such Forms, we believe that during

the year ended December 31, 2020 there were no delinquent filers.

Code of Ethics

We have adopted a Code of Ethics applicable

to our directors, officers and employees.

We have previously filed a copy of our Code of Ethics and our audit and compensation

committee charters as exhibits to the registration statement in connection with our Public Offering.

You may review these documents

by accessing our public filings at the SEC’s web site at www.sec.gov .

In addition, a copy of the Code of Ethics will

be provided without charge upon request from us.

Conflicts of Interest

Our Sponsors or their affiliates may compete

with us for Business Combination opportunities.

If these entities decide to pursue any such opportunity, we may be precluded from

procuring such opportunities.

In addition, investment ideas generated within our Sponsors may be suitable for both us and for another

entity and may be directed to such entity rather than to us.

Neither our Sponsors nor members of our management team who are also

employed by our Sponsors have any obligation to present us with any opportunity for a potential Business Combination of which they

become aware, unless presented to such member solely in his or her capacity as an officer of the Company.

Our Sponsors and/or our

management, in their capacities as employees of our Sponsors or in their other endeavors, currently are required to present certain

investment opportunities and potential Business Combinations to the various related entities described above, or third parties,

before they present such opportunities to us.

Our Sponsors and our management may have similar obligations to additional entities

or third parties.

Each of our officers and directors presently

has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which

such officer or director is or will be required to present a Business Combination opportunity.

Accordingly, if any of our officers

or directors becomes aware of a Business Combination opportunity which is suitable for an entity to which he or she has then-current

fiduciary or contractual obligations to present the opportunity to such entity, he or she will honor his or her fiduciary or contractual

obligations to present such opportunity to such entity.

We believe, however, that the fiduciary duties or contractual obligations

of our officers or directors will not materially affect our ability to complete our initial Business Combination, as we believe

any such opportunities presented would be smaller than what we are interested in, in different fields than what we would be interested

in, or to entities that are not themselves in the business of engaging in Business Combinations.

Our second amended and restated

certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer

unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company

and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to

pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal

Potential investors should also be aware

of the following other potential conflicts of interest:

None of our officers or directors is required to commit his or her full time to our affairs and,

accordingly, may have conflicts of interest in allocating his or her time among various business activities.

In the course of their other business activities, our officers and directors may become aware of

investment and business opportunities which may be appropriate for presentation to us, as well as the other entities with which

they are affiliated.

Our management may have conflicts of interest in determining to which entity a particular business opportunity

should be presented.

Our Sponsors, officers and directors have agreed to waive their redemption rights with respect

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

Additionally, our Sponsors, officers and directors have agreed to waive their redemption rights with respect to any Founder Shares

held by them if we fail to consummate our initial Business Combination by October 14, 2022.

If we do not complete our initial

Business Combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the

Trust Account will be used to fund the redemption of our Public Shares, and the private placement warrants will expire worthless.

With certain limited exceptions, the Founder Shares are not transferable, assignable by our Sponsors until the earlier of:

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.

With certain limited exceptions, the private placement warrants

and the Class A common stock underlying such warrants, are not transferable, assignable or saleable by our Sponsors or their

permitted transferees until 30 days after the completion of our initial Business Combination.

Since our Sponsors and officers and

directors may directly or indirectly own common stock and warrants following the Public Offering, our officers and directors may

have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate

our initial Business Combination.

Our officers and directors may have a conflict of interest with respect to evaluating a particular

Business Combination if the retention or resignation of any such officers and directors was included by a target business as a

condition to any agreement with respect to our initial Business Combination.

Our Sponsors, officers or directors may have a conflict of interest with respect to evaluating

a Business Combination and financing arrangements as we may obtain loans from our Sponsors or an affiliate of one of our Sponsors

or any of our officers or directors to finance transaction costs in connection with an intended initial Business Combination.

to $1,500,000 of such loans may be convertible into warrants at a price of  $1.50 per warrant at the option of the

Such warrants would be identical to the Sponsor Warrants, including as to exercise price, exercisability and exercise period.

The conflicts described

above may not be resolved in our favor.

In general, officers and directors of a

corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation

the corporation could financially undertake the opportunity;

the opportunity is within the corporation’s line of business;

it would not be fair to our company and its stockholders for the opportunity not to be brought

to the attention of the corporation.

Accordingly, as a result of multiple business affiliations,

our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed

criteria to multiple entities.

Furthermore, our second amended and restated certificate of incorporation provides that we renounce

our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such

person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually

permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted

to refer that opportunity to us without violating another legal obligation.

Below is a table summarizing the entities

to which our officers, directors and director nominees currently have fiduciary duties or contractual obligations:

Entity’s Business

Fertitta Entertainment, Inc.

and its affiliates and wholly owned subsidiaries(2)

Dining, hospitality, NBA Team, entertainment and gaming company

Sole Shareholder, Chairman and Chief Executive Officer

Fertitta Hospitality, LLC and its affiliates and wholly owned subsidiaries(3)

Dining and hospitality company

Member and President

Waitr Holdings Inc.(2)

Food ordering and delivery company

Golden Nugget Online Gaming, Inc.(2)

Online Gaming

Chairman and Chief Executive Officer

Richard Handler(1)

Jefferies Financial Group Inc.

(f/k/a Leucadia National Corporation) and its affiliates and wholly owned subsidiaries(2)

Diversified holding company

Director and Chief Executive Officer

Fertitta Entertainment, Inc.

and its affiliates and wholly owned subsidiaries(2)

Dining, hospitality, NBA Team, entertainment and gaming company

Director, Executive Vice President and Principal Accounting Officer

Golden Nugget Online Gaming, Inc.(2)

Online gaming

Scheinthal(1)

Fertitta Entertainment, Inc.

and its affiliates and wholly owned subsidiaries(2)

Dining, hospitality, NBA Team, entertainment and gaming company

Director, Executive Vice President and General Counsel

Fertitta Hospitality, LLC and its wholly owned subsidiaries(3)

Dining and hospitality company

Waitr Holdings Inc.(2)

Food ordering and delivery company

Golden Nugget Online Gaming, Inc.(2)

Online gaming

Nicholas Daraviras(1)

Jefferies Financial Group Inc.

(f/k/a Leucadia National Corporation) and its affiliates and wholly owned subsidiaries(2)

Diversified holding company

Managing Director

Fiesta Restaurant Group(2)

Restaurant operator and franchisor

Golden Nugget Atlantic City, LLC(2)

Member of audit and compliance committees

University of Houston(2)

Vice President for Legal Affairs and General Counsel

(1) Each of the entities listed in this table has priority and preference relative to the Company with respect to the performance

by each individual listed in this table of his obligations and the presentation by each such individual of business opportunities.

(2) Represents a fiduciary duty with respect to each of the listed companies.

(3) Represents a contractual duty with respect to each of the listed companies.

if any of the above executive officers, directors or director nominees becomes aware of a Business Combination opportunity which

is suitable for any of the above entities to which he has current fiduciary or contractual obligations, he will honor his fiduciary

or contractual obligations to present such Business Combination opportunity to such entity, and only present it to us if such

entity rejects the opportunity.

We do not believe, however, that any of the foregoing fiduciary duties or contractual obligations

will materially affect our ability to complete our initial Business Combination.

are not prohibited from pursuing an initial Business Combination with a company that is affiliated with our Sponsors, officers

or directors.

In the event we seek to complete our initial Business Combination with such a company, we, or a committee of independent

directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent

accounting firm, that such an initial Business Combination is fair to our company from a financial point of view.

the event that we submit our initial Business Combination to our public stockholders for a vote, pursuant to the letter agreement,

our Sponsors, officers and directors have agreed to vote any Founder Shares held by them and any Public Shares purchased during

or after the offering (including in open market and privately-negotiated transactions) in favor of our initial Business Combination.

on Liability and Indemnification of Officers and Directors

second amended and restated certificate of incorporation provides that our officers and directors will be indemnified by us to

the fullest extent authorized by Delaware law, as it now exists or may in the future be amended.

In addition, our second amended

and restated certificate of incorporation provides that our directors will not be personally liable for monetary damages to us

or our stockholders for breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our

stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful

stock purchases or unlawful redemptions, or derived an improper personal benefit from their actions as directors.

have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification

provided for in our second amended and restated certificate of incorporation.

Our bylaws also permit us to secure insurance on

behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware

law would permit such indemnification.

We have purchased a policy of directors’

and officers’

liability insurance

that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances

and insures us against our obligations to indemnify our officers and directors.

Except with respect to any Public Shares they

acquired in the Public Offering or thereafter (in the event we do not consummate an initial Business Combination), our officers

and directors have agreed to waive (and any other persons who may become an officer or director prior to the initial Business

Combination will also be required to waive) any right, title, interest or claim of any kind in or to any monies in the Trust Account,

and not to seek recourse against the Trust Account for any reason whatsoever, including with respect to such indemnification.

provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty.

provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though

such an action, if successful, might otherwise benefit us and our stockholders.

Furthermore, a stockholder’s investment

may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant

to these indemnification provisions.

believe that these provisions, the directors’

and officers’

liability insurance and the indemnity agreements are necessary

to attract and retain talented and experienced officers and directors.

Executive Compensation

of our officers has received any cash compensation for services rendered to us.

We will pay each of our independent directors

$100,000 at the closing of our initial Business Combination for services rendered as a board member prior to the completion of

our initial Business Combination.

Commencing on October 14, 2020, we have agreed to pay Fertitta Entertainment, Inc.(an

affiliate of TJF) a total of $20,000 per month for office space, utilities and secretarial and administrative support.

Upon completion of our initial Business Combination or our liquidation, we will cease paying these monthly fees.

No compensation

of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will

be paid by us to our officers and directors prior to, or in connection with any services rendered in order to effectuate, the

consummation of our initial Business Combination (regardless of the type of transaction that it is).

However, these individuals

will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential

target businesses and performing due diligence on suitable Business Combinations.

We do not have a policy that prohibits our Sponsors,

executive officers or directors, or any of their respective affiliates, from negotiating for the reimbursement of out-of-pocket

expenses by a target business.

Our audit committee will review on a quarterly basis all payments that were made to our Sponsors,

officers or directors, or our or their affiliates.

Any such payments prior to an initial Business Combination will be made using

funds held outside the Trust Account.

Other than quarterly audit committee review of such payments, we do not have any additional

controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses

incurred in connection with identifying and consummating an initial Business Combination.

the completion of our initial Business Combination, directors or members of our management team who remain with us may be paid

consulting or management fees from the combined company.

All of these fees will be fully disclosed to stockholders, to the extent

then known, in the proxy solicitation materials or tender offer documents furnished to our stockholders in connection with a proposed

initial Business Combination.

We have not established any limit on the amount of such fees that may be paid by the combined company

to our directors or members of management.

It is unlikely the amount of such compensation will be known at the time of the proposed

initial Business Combination, because the directors of the post-combination business will be responsible for determining officer

and director compensation.

Any compensation to be paid to our officers will be determined, or recommended to the board of directors

for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent

directors on our board of directors.

do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation

of our initial Business Combination, although it is possible that some or all of our officers and directors may negotiate employment

or consulting arrangements to remain with us after our initial Business Combination.

The existence or terms of any such employment

or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or

selecting a target business but we do not believe that the ability of our management to remain with us after the consummation

of our initial Business Combination will be a determining factor in our decision to proceed with any potential Business Combination.

We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

have no compensation plans under which equity securities are authorized for issuance.

Our Sponsors, JFG Sponsor and TJF Sponsor,

own 48.3% and 51.7%, respectively, of the 12,500,000 issued and outstanding Founder Shares.

The following table sets forth information

regarding the beneficial ownership of our common stock as of March 1, 2021, by:

each person known by us to be the beneficial owner of more than 5% of our outstanding shares of

common stock;

each of our executive officers, directors and director nominees that beneficially owns shares of

our common stock;

all our executive officers, directors and director nominees as a group.

&NegativeThickSpace;Unless

otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all

shares of common stock beneficially owned by them.

The following table does not reflect record or beneficial ownership of the

private placement warrants as these warrants are not exercisable within 60 days of the date of this report.

Name and Address of Beneficial Owner(1)

Percentage of

Outstanding Common

Richard Handler

Nicholas Daraviras

All officers and directors as a group (eight individuals)

Holders of more than 5% of Landcadia Holdings III, Inc.

outstanding shares of common stock

Financial Group Inc.

BlueCrest Capital Management Limited (4)

Millennium Management LLC (5)

Aristeia Capital, L.L.C.

table is based on 62,500,000 shares of common stock outstanding at March 1, 2020,

of which 50,000,000 were Class A common stock and 12,500,000 were Founder Shares.

Unless otherwise noted, the business address of each of the following entities or individuals

is c/o Landcadia Holdings III, Inc., 1510 West Loop South, Houston, Texas 77027.

LLC is the record holder of the shares reported herein.

Interests shown consist solely

of Founder Shares.

Such shares are convertible into shares of Class A common stock

on a one-for-one basis, subject to adjustment, as described in the section of this report

entitled “Description of Securities.”

Amounts exclude 4,000,000 shares underlying

Private Placement Warrants that will not become exercisable within 60 days of the date

Fertitta owns and controls TJF, LLC and has voting and dispositive

control over the shares held by TJF, LLC.

(3) Jefferies Financial Group Inc., or

JFG Sponsor, is the record holder of the shares reported herein.

Amounts consist of (i) 1,500,000 shares of Class A

common stock underlying the units purchased and directly owned by Jefferies LLC in the open market and (ii) 6,037,500

Founder Shares directly owned by JFG Sponsor, which are convertible into shares of Class A common stock on a one-for-one

basis, subject to adjustment, as described in the section of this report entitled “Description of Securities.”

Amounts exclude 500,000 public warrants underlying the units held by Jefferies LLC and 4,000,000 shares underlying private

placement warrants held by JFG Sponsor that are not deemed exercisable within 60 days of the date hereof.

Jefferies LLC

is a wholly owned indirect subsidiary of JFG Sponsor.

(4) According

to a Schedule 13G filed on October 16, 2020, BlueCrest Capital Management Limited

(“BlueCrest”) and Michael Platt hold the interests shown.

BlueCrest serves

as investment manager to Millais Limited, a Cayman Islands exempted company, and Michael

Platt serves as principal director and control person of BlueCrest.

BlueCrest and Mr.

share the power to vote or direct the vote and share the power to dispose or direct the

disposition relating to the securities.

The address of each of BlueCrest and Mr.

is Ground Floor, Harbour Reach, La Rue de Carteret, St Helier, Jersey, Channel Islands,

(5) According to a Schedule 13G filed on February 3, 2021, (i) Millenium Management LLC,

a Delaware limited liability company (“Millenium Management), Millennium Group Management LLC, a Delaware limited liability

company (“Millenium Group Management”), Millenium International Management LP, a Delaware limited partners (“Millennium

International Management”) and Israel A.

Englander, a United States citizen share voting control and investment discretion

over part or all of the interests shown, of which (i) 1,452,681 shares and 1 unit are held by Integrated Core Strategies (US)

LLC, a Delaware limited liability company (“Integrated Core Strategies”) and (ii) 1,554,516 shares are held by

ICS Opportunities, Ltd., an exempted company organized under the laws of the Cayman Islands (“ICS Opportunities”).

Millenium International Management is the investment manager to ICS Opportunities and may be deemed to have shared voting control

and investment discretion over securities owned by ICS Opportunities.

Millenium Management s the general partner of the managing

member of Integrated Core Strategies and may be deemed to have shared voting control and investment discretion over securities

owned by Integrated Core Strategies.

Millennium Management is also the general partner of the 100% owner of ICS Opportunities and

may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities.

Group Management is the managing member of Millennium Management and may also be deemed to have shared voting control and investment

discretion over securities owned by Integrated Core Strategies.

Millennium Group Management is also the general partner of Millennium

International Management and may also be deemed to have shared voting control and investment discretion over securities owned by

ICS Opportunities.

The managing member of Millennium Group Management is a trust of which Mr.

Englander, currently serves

as the sole voting trustee.

Therefore, Mr.

Englander may also be deemed to have shared voting control and investment discretion

over securities owned by Integrated Core Strategies and ICS Opportunities.

The address of each entity and Mr.

c/o Millennium International Management LP, 666 Fifth Avenue, New York, New York 10103.

(6) According to a Schedule 13G filed on February 16, 2021, Aristeia Capital, L.L.C.

is the investment

manager of, and has voting and investment control with respect to 2,997,427 shares of Class A common stock underlying 2,997,427

units held by, one or more private investment funds.

The address of Aristeia Capital, LLC is One Greenwich Plaza, 3 rd Floor,

Greenwich, CT 06830.

Sponsors beneficially own 22.4% of the issued and outstanding shares of our common stock and have the right to elect all

of our directors prior to our Business Combination as a result of holding all of the Founder Shares.

Holders of our Public Shares

do not have the right to elect any directors to our board of directors prior to our Business Combination.

Because of this ownership

block, our initial stockholders may be able to effectively influence the outcome of all matters requiring approval by our stockholders,

including the election of directors, amendments to our second amended and restated certificate of incorporation and approval of

significant corporate transactions, including approval of our initial Business Combination.

The holders of the Founder Shares have

agreed (A) to vote any shares owned by them in favor of any proposed initial Business Combination and (B) not to redeem

any shares in connection with a stockholder vote to approve a proposed initial Business Combination.

On March 13, 2018, JFG, through a

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

On August 24, 2020, TJF Sponsor purchased

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

Simultaneously, the Company converted from a limited liability company to

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

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

at par value $0.0001 per share;

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

and 1,000,000 shares

are preferred stock at par value $0.0001 per share.

The Sponsors held an aggregate of 12,500,000 Class B shares based on the

proportional interest in the Company.

Further, on September 16, 2020, we conducted a 1:1.25 stock split of the Founder Shares

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

An aggregate of 1,875,000 Founder Shares were forfeited

because the underwriters did not exercise their over-allotment option.

In connection with the consummation of

the public offering, our Sponsors purchased an aggregate of 8,000,000 Sponsor Warrants at a price of $1.50 per warrant (a purchase

price of $12,000,000) in a private placement.

Each Sponsor Warrant entitles the holder to purchase of one share of Class A

common stock at a price of $11.50 per share.

Sponsors and our executive officers and directors are deemed to be our “promoters”

as such term is defined under the

federal securities laws.

See “Item 13.

Certain Relationships and Related Party Transactions”

for additional information

regarding our relationships with our promoters.

Certain Relationships and Related

Transactions, and Director Independence

Our Sponsors, JFG Sponsor and TJF Sponsor,

own 48.3% and 51.7%, respectively, of the 12,500,000 issued and outstanding Founder Shares.

The total Founder Shares represents

20% of the outstanding shares as of December 31, 2020.

The Founder Shares (including the Class A common stock issuable

upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.

Sponsors purchase d an aggregate of 8,000,000 Sponsor Warrants for a purchase price of $1.50 per warrant ($12,000,000

in the aggregate) in a Private Placement that occurred simultaneously with the closing of Public Offering.

Each Sponsor Warrant

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

Warrants (including the Class A common stock issuable upon exercise thereof) are not transferable, assignable or salable until

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

of the Sponsor Warrants or their permitted transferees.

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

of the Sponsor Warrants or their permitted transferees, the Sponsor Warrants will be redeemable by the Company and exercisable

by such holders on the same basis as the warrants included in the Units being sold in the Public Offering.

Otherwise, the Sponsor

Warrants have terms and provisions that are identical to those of the Public Warrants except that the Sponsor Warrants may be exercised

on a cashless basis.

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

distribution to the public stockholders and the Sponsor Warrants issued to the Sponsors will expire worthless.

As more fully discussed in the section

of this report entitled “Item 10.

Directors, Executive Officers and Corporate Governance—Conflicts of Interest,”

if any of our officers or directors becomes aware of an initial Business Combination opportunity that falls within the line of

business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her

fiduciary or contractual obligations to present such Business Combination opportunity to such other entity.

Our officers and directors

currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

We have agreed to pay Fertitta Entertainment, Inc.

(an affiliate of TJF) a total of $20,000 per month for office space, utilities and secretarial and administrative support

ending on the earlier of the completion of a Business Combination or October 14, 2022, if the Company is unable to complete

the Business Combination.

We will pay each of our independent directors

$100,000 at the closing of our initial Business Combination for services rendered as a board member prior to the completion of

our initial Business Combination and may pay, at the closing of our initial Business Combination, a customary financial advisory

fee to an affiliate of JFG in an amount that constitutes a market standard financial advisory fee for comparable transactions.

Other than the foregoing, no compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies

in respect of any payment of a loan, will be paid by us to our Sponsors, officers and directors, or any affiliate of one of our

Sponsors or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of an initial

Business Combination (regardless of the type of transaction that it is).

However, we are not prohibited from engaging an affiliate

of JFG, one of our Sponsors, or its affiliates as financial advisors in connection with our initial Business Combination and paying

a customary financial advisory fee in an amount that constitutes a market standard financial advisory fee for comparable transactions,

although we are not under any contractual obligation, and have no present intent, to do so.

However, these individuals will be

reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target

businesses and performing due diligence on suitable Business Combinations.

We do not have a policy that prohibits our Sponsors,

executive officers or directors, or any of their respective affiliates, from negotiating for the reimbursement of out-of-pocket

expenses by a target business.

Our audit committee will review on a quarterly basis all payments that were made to our Sponsors,

officers, directors or our or any of their affiliates and will determine which expenses and the amount of expenses that will be

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with

activities on our behalf.

In addition, in order to finance transaction

costs in connection with an intended initial Business Combination, our Sponsors or an affiliate of one of our Sponsors or certain

of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete an initial Business

Combination, we would repay such loaned amounts.

In the event that the initial Business Combination does not close, we may use

a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account

would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per

warrant at the option of the lender.

The warrants would be identical to the Sponsor Warrants, including as to exercise price, exercisability

and exercise period.

The terms of such loans by our officers and directors, if any, have not been determined and no written agreements

exist with respect to such loans.

After our initial Business Combination,

members of our management team who remain with us may be paid consulting, management or other fees from the combined company with

any and all amounts being fully disclosed to our stockholders, to the extent then known, in the proxy solicitation materials or

tender offer documents, as applicable, furnished to our stockholders.

It is unlikely the amount of such compensation will be known

at the time of distribution of such proxy solicitation materials or tender offer documents, as applicable, as it will be up to

the directors of the post-combination business to determine executive and director compensation.

The holders of the Founder Shares, Sponsor

Warrants, shares of Class A common stock issuable upon conversion of the Founder Shares, Sponsor Warrants or Working Capital

Loans are entitled to registration rights.

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

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

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

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

Notwithstanding the foregoing,

JFG may not exercise its demand and “piggyback”

registration rights after five and seven years, respectively after

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

than one occasion.

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

Related Party Policy

Prior to the consummation of our initial

Public Offering, we adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under

guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our

public filings with the SEC.

Under our code of ethics, conflict of interest situations include any financial transaction, arrangement

or relationship (including any indebtedness or guarantee of indebtedness) involving the Company.

In addition, our audit committee, pursuant

to a written charter that we adopted prior to the consummation of our Initial Public Offering, is responsible for reviewing and

approving related party transactions to the extent that we enter into such transactions.

An affirmative vote of a majority of the

members of the audit committee present at a meeting at which a quorum is present is required in order to approve a related party

A majority of the members of the entire audit committee constitutes a quorum.

Without a meeting, the unanimous written

consent of all of the members of the audit committee is required to approve a related party transaction.

We also require each of

our directors and executive officers to complete a directors’

and officers’

questionnaire that elicits information

about related party transactions.

These procedures are intended to determine

whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part

of a director, employee or officer.

Director Independence

Nasdaq listing standards require that a

majority of our board of directors be independent.

An “independent director”

is defined generally as a person other

than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion

of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying

out the responsibilities of a director.

Our board of directors has determined that Mr.

Scott Kelly and Mrs.

are “independent directors”

as defined in the Nasdaq listing standards and applicable SEC rules.

We intend to identify

one additional independent director within one year of the closing of the Public Offering.

We expect such additional director to

enter into a letter agreement substantially similar to the letter agreement signed by our directors, a form of which is included

as an exhibit to this Report.

Our independent directors have regularly scheduled meetings at which only independent directors are

Principal Accounting Fees and

Fees for professional services provided

by our independent registered public accounting firm for the last two fiscal years include:

For the Year ended

December 31, 2020

December 31, 2019

Audit Fees (1)

Audit-Related Fees (2)

All Other Fees (4)

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings.

Audit-Related Fees.

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial statements and are not reported under “Audit Fees.”

These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.

All Other Fees.

All other fees consist of fees billed for all other services.

Policy on Board Pre-Approval of Audit

and Permissible Non-Audit Services of the Independent Auditors

Our audit committee was formed upon the

consummation of the Public Offering.

As a result, the audit committee did not pre-approve all of the foregoing services, although

any services rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation

of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted

non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions

for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion

of the audit).

Exhibits, Financial Statement Schedules

(a) The following documents are filed as part of this Annual Report on Form 10-K:

Item 9A – Controls and Procedures.

Disclosure Controls and Procedures

Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are those controls and procedures that are designed to ensure that material information relating to The Hillman Solutions Corp.

required to be disclosed by the Company in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to the Company's management, including the chief executive officer and the chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

The Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the chief executive officer and the chief financial officer, of the effectiveness of the design and operation of the disclosure controls and procedures.

Based upon that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 25, 2021 to provide reasonable assurance that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

We view our internal control over financial reporting as an integral part of our disclosure controls and procedures.

Management performed additional analysis and other post-closing procedures as of December 25, 2021 and December 26, 2020 and for each of the three years in the period ended December 25, 2021, to ensure the consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”), including reviewing the accounting for deferred tax assets and liabilities.

Management has concluded that, notwithstanding the material weakness described below, the company’s consolidated financial statements in this Form 10-K fairly present, in all material respects, our financial position, results of operations and cash flows as of the dates, and for the periods presented, in conformity with U.S.

Management's Annual Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Exchange Act.

Pursuant to the rules and regulations of the Commission, internal control over financial reporting is a process designed by, or under the supervision of, the Company's principal executive and principal financial officers, or persons performing similar functions, and effected by the Company's Board of Directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and the dispositions of assets;

• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with appropriate authorizations;

• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

The Company's management has evaluated the effectiveness of the Company's internal control over financial reporting as of December 25, 2021, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013 framework).

Based on such evaluation, management concluded that

internal control over financial reporting was effective as of December 25, 2021.

Management's report on internal control over financial reporting is set forth above under the heading, “Report of Management on Internal Control Over Financial Reporting” in Item 8 of this annual report on Form 10-K.

Remediation of Prior Year Material Weakness

A material weakness, as defined in Exchange Act Rule 12b-2, is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

In the prior year, management concluded that we did not design and maintain effective controls over the completeness and accuracy of the accounting for, and disclosure of, the valuation allowance against deferred income taxes.

The material weakness resulted in material errors in the application of certain provisions of the Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”) related to the IRC §163(j) interest limitation (Interest Limitation).

In response to the material weakness described above, management implemented changes to its internal control over financial reporting to remediate the control deficiencies that gave rise to the material weakness.

Those changes included the engagement of third party consultants to assist with technical tax accounting research and application of guidance, the addition of a committee to review technical accounting issues and ensure we have the appropriate subject matter experts engaged, and hiring additional personnel in our tax department.

We have tested the newly implemented controls and found them to be effective, and therefore have concluded that as of December 25, 2021, the previously identified material weakness has been remediated.

Attestation Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting.

This annual report does not contain an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting.

Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to rules of the Commission that permit the Company to provide only management's report in this annual report.

Changes in Internal Control over Financial Reporting.

Except as described above, there were no changes in the Company's internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act of 1934, as amended, that occurred during the quarter ended December 25, 2021, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting except as otherwise described above in this Item 9A.

Item 9B – Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Item 10 – Directors, Executive Officers, and Corporate Governance.

Information about our directors and officers may be found under the captions “Election of Directors” and “Directors and Executive Officers” in our Proxy Statement for the Annual Meeting of Stockholders' to be held June 14, 2022 (the “2022 Proxy Statement”).

Information about our Audit Committee may be found under the caption “Committees of the Board of Directors” in the Proxy Statement.

That information is incorporated herein by reference.

We have adopted a code of ethics that applies to all of our employees, including our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and other finance organization employees.

The code of ethics is publicly available on our website at www.hillmangroup.com If we make any substantive amendments to the code of ethics or grant any waiver, including any implicit waiver, from a provision of the code to our Chief Executive Officer, Chief Financial Officer, or Chief Accounting Officer, we will disclose the nature of the amendment or waiver on that website or in a report on Form 8-K.

Item 11 – Executive Compensation

The information required by this Item is set forth in the sections entitled Compensation Discussion and Analysis, Compensation Committee Report, and Compensation Tables in the 2022 Proxy Statement and is hereby incorporated by reference into this Form 10-K.

Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table provides information regarding shares outstanding and available for issuance under our existing equity

compensation plans.

Equity Compensation Plan Information

Plan Category Number of securities to be issued upon exercise of outstanding options and awards Weighted-average exercise price of outstanding options and awards Number of Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in common (a))

Equity Compensation plans approved by shareholders 13,960,739 8.15 7,713,585

Equity Compensation plans not approved by shareholders — — —

Total 13,960,739 8.15 7,713,585

The remainder of the information required by this Item is set forth in the section entitled Beneficial Ownership of Common Stock in the 2022 Proxy Statement and is hereby incorporated by reference into this Form 10-K

Item 13 – Certain Relationships and Related Transactions.

This information required by this Item is set forth in the sections entitled Related Person Transactions and Information Concerning the Board of Directors-Independence in the 2022 Proxy Statement and is hereby incorporated by reference into this Form 10-K.

Item 14 – Principal Accounting Fees and Services.

Our independent registered public accounting firm is KPMG, LLP , Cincinnati, OH , Auditor Firm ID:

The information required by this Item is set forth in the section entitled Ratification of the Appointment of Hillman’s Independent Auditor in the 2022 Proxy Statement and is hereby incorporated by reference into this Form 10-K.

Item 15 – Exhibits, Financial Statement Schedules.

(a) Documents Filed as a Part of the Report:

Financial Statements :

See “Index to Financial Statements”

in “Item 8.

Financial Statements and Supplementary

(b) Financial Statement Schedules.

All schedules are omitted for the reason that the information is included in the financial statements

or the notes thereto or that they are not required or are not applicable.

The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this

Annual Report on Form 10-K

Merger Agreement, dated as of January 24, 2021, by and among Landcadia Holdings III, Inc., Helios Sun Merger Sub, Inc., HMAN Group Holdings Inc.

and CCMP Sellers’

Representative, LLC, solely in its capacity as representative of the stockholders of HMAN Group Holdings Inc.

(attached as Annex A to the proxy statement/prospectus which forms a part of the registration statement on Form S-4 filed by the Landcadia Holdings III, Inc.

with the SEC on February 3, 2021).

Second Amended and Restated Certificate of Incorporation

Specimen Unit Certificate

Specimen Class A Common Stock Certificate

Specimen Warrant Certificate

Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant

Amended and Restated Warrant Agreement, dated November 13, 2020,

by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit

4.2 of the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 16, 2020).

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Promissory Note, dated August 24, 2020, issued to Fertitta Entertainment, Inc.

Promissory Note, dated August 24, 2020, issued to Jefferies Financial Group Inc.

Investment Management Trust Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant

Registration Rights Agreement between the Registrant and certain security holders

Private Placement Warrants Purchase Agreement between the Registrant Fertitta Entertainment, Inc.

and Jefferies Financial Group Inc.

Form of Indemnity Agreement.

Administrative Support Agreement by and between the Registrant and Fertitta Entertainment, Inc.

See “Index to Financial Statements” in “Item 8.

Financial Statements and Supplementary Data” herein.

Financial Statement Schedules :

All schedules are omitted for the reason that the information is included in the financial statements or the notes thereto or that they are not required or are not applicable.

The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K.

2.1+ Agreement and Plan of Merger, dated as of January 24, 2021, by and among Landcadia Holdings III, Inc., Helios Sun Merger Sub, Inc., HMAN Group Holdings Inc.

and CCMP Sellers’ Representative, LLC, solely in its capacity as representative of the stockholders of HMAN Group Holdings Inc.

(incorporated by reference to Annex A of the Proxy Statement/Prospectus filed pursuant to Rule 424(b)(3) (File No.

333-252693), filed with the SEC on June 25, 2021 ).

2.2 First Amendment to Agreement and Plan of Merger, dated as of March 12, 2021, by and among Landcadia Holdings III, Inc., Helios Sun Merger Sub, Inc., HMAN Group Holdings Inc.

and CCMP Sellers’ Representative, LLC, solely in its capacity as representative of the stockholders of HMAN Group Holdings Inc.

(incorporated by reference to Annex A of the Proxy Statement/Prospectus filed pursuant to Rule 424(b)(3) (File No.

333-252693), filed with the SEC on June 25, 2021).

3.1 Third Amended and Restated Certificate of Incorporation of Hillman Solutions Corp.

(incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the SEC on July 20, 2021).

3.2 Amended and Restated Bylaws of Hillman Solutions Corp.

(incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, filed with the SEC on July 20, 2021).

4.1 Description of the Company’s Registered Securities (filed herewith).

10.1 Form of Subscription Agreement, dated January 24, 2021, by and between Landcadia Holdings III, Inc.

and the subscribers party thereto (attached as Annex E to the proxy statement/prospectus which forms a part of the registration statement on Form S-4 filed by the Landcadia Holdings III, Inc.

with the SEC on February 3, 2021).

Voting and Support Agreement, dated as of January 24, 2021, by and among Landcadia Holdings III, Inc., and certain Supporting Stockholders of HMAN Group Holdings Inc.

(incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed by Landcadia Holdings III, Inc.

with the SEC on January 25, 2021).

Amended and Restated Letter Agreement, dated as of January 24, 2021, by and among Landcadia Holdings III, Inc., its officers, its directors, TJF, LLC and Jefferies Financial Group Inc.

(incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by Landcadia Holdings III, Inc.

with the SEC on January 25, 2021).

Code of Ethics

Power of Attorney (included in signature page)

Audit Committee Charter

Compensation Committee Charter

Certificate of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)

Certificate of the Principal Financial and Accounting Officer required by Rule 13a-14(a) or Rule 15d-14(a)

Certification of the Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Certification of the Principal Financial and Accounting Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).

The Registrant agrees

to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

* Filed herewith.

** Furnished herewith.

*** XBRL (eXtensible Business Reporting

Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11

or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange

Act of 1934, as amended, and otherwise is not subject to liability under these sections.

(1) Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K,

filed with the SEC on October 14, 2020.

(2) Incorporated by reference to an exhibit to the Registrant’s Form S-1/A, filed with the

SEC on October 5, 2020.

Pursuant to the requirements of Section 13

or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its

behalf by the undersigned, thereunto duly authorized.

LANDCADIA HOLDINGS, INC.

/s/ Tilman J.

Chief Executive Officer and Co-Chairman

(principal executive officer)

/s/ Richard H.

Vice President and Chief Financial Officer

(principal financial and accounting officer)

March 12, 2021

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that

each person whose signature appears below constitutes and appoints Tilman J.

Fertitta and Richard H.

Liem and each or any one of

them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name,

place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file

the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange

Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each

and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he

might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their

or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act

of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant

in the capacities and on the dates indicated.

/s/ Tilman J.

Chief Executive Officer and Co-Chairman

March 12, 2021

(Principal Executive Officer)

Financial Officer and Vice President

March 12, 2021

(Principal Financial and Accounting Officer)

/s/ Richard Handler

President and Co-Chairman

March 12, 2021

Richard Handler

/s/ Scott Kelly

March 12, 20201

/s/ Dona Cornell

March 12, 2021

and the subscribers party thereto (incorporated by reference to Annex E of the Proxy Statement/Prospectus filed pursuant to Rule 424(b)(3) (File No.

333-252693), filed with the SEC on June 25, 2021).

10.2 Amended and Restated Registration Rights Agreement, dated July 14, 2021, by and among Hillman Solutions Corp., Jefferies Financial Group Inc., TFJ, LLC, CCMP Capital Investors III, L.P., CCMP Capital Investors (Employee) III, L.P., CCMP Co-Invest III A, L.P., Oak Hill Capital Partners III, L.P., Oak Hill Capital Management Partners III, L.P.

and OHCP III HC RO, L.P.

(incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on July 20, 2021).

10.3* Hillman Solutions Corp.

2021 Equity Incentive Plan, dated July 14, 2021 (filed herewith).

10.4* Form of Indemnification Agreement (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K, filed with the SEC on July 20, 2021).

10.5* Hillman Solutions Corp.

2021 Employee Stock Purchase Plan (filed herewith).

10.6* Hillman Solutions Corp.

2021 Cash Incentive Plan (incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K, filed with the SEC on July 20, 2021).

10.7* Form of Non-Qualified Stock Option Award Agreement under the Hillman Solutions Corp.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 of the Company’s Current Report on Form 8-K, filed with the SEC on July 20, 2021).

10.8* Form of Non-Qualified Stock Option Award Agreement for Non-Employee Directors under the Hillman Solutions Corp.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.10 of the Company’s Current Report on Form 8-K, filed with the SEC on July 20, 2021).

10.9* Form of Restricted Stock Unit Award Agreement under the Hillman Solutions Corp.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.11 of the Company’s Current Report on Form 8-K, filed with the SEC on July 20, 2021).

10.10* Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the Hillman Solutions Corp.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.12 of the Company’s Current Report on Form 8-K, filed with the SEC on July 20, 2021)

10.11* Employment Agreement between Robert Kraft and The Hillman Group, Inc., dated October 2, 2017 (incorporated by reference to Exhibit 10.1 of The Hillman Companies, Inc.’s Current Report on Form 8-K, filed with the SEC on October 6, 2017).

10.12* Employment Agreement between Douglas J.

Cahill and The Hillman Group, Inc., dated July 25, 2019 (incorporated by reference to Exhibit 10.12 of The Hillman Companies, Inc.’s Annual Report on Form 10-K, filed with the SEC on March 27, 2020).

10.13* Employment Agreement between Randall Fagundo and The Hillman Group, Inc., dated August 10, 2018 (incorporated by reference to Exhibit 10.13 of The Hillman Companies, Inc.’s Annual Report on Form 10-K, filed with the SEC on March 28, 2019).

10.14* Employment Agreement between George Murphy and The Hillman Group, Inc., dated October 1, 2018 (incorporated by reference to Exhibit 10.14 of The Hillman Companies, Inc.’s Annual Report on Form 10-K, filed with the SEC on March 27, 2020).

10.15* Employment Agreement between Jarrod Streng and The Hillman Group, Inc., dated October 1, 2018 (incorporated by reference to Exhibit 10.15 of The Hillman Companies, Inc.’s Annual Report on Form 10-K, filed with the SEC on March 27, 2020).

10.16* Employment Agreement between Scott Ride and The Hillman Group Canada ULC., dated December 2, 2014, (incorporated by reference to Exhibit 10.5 of The Hillman Companies, Inc.’s Current Report on Form 8-K filed with the SEC on May 4, 2017).

10.17* Amendment to Employment Agreement between Scott Ride and The Hillman Group Canada ULC., dated June 10, 2015 (incorporated by reference to Exhibit 10.12 of The Hillman Companies, Inc.’s Annual Report on Form 10-K filed with the SEC on March 21, 2018)

10.18* Employment Agreement between Gary Seeds and The Hillman Group, Inc., dated April 21, 2010, as amended by that certain Amendment to Employment Agreement, dated June 10, 2015 (filed herewith).

10.19+ ABL Credit Agreement, dated as of May 31, 2018, by and among The Hillman Group, Inc., The Hillman Companies, Inc., The Hillman Group Canada ULC, the Lenders and Issuing Banks from time to time party thereto, Barclays Bank PLC, as administrative agent and swingline lender, Jefferies Finance LLC, Citizens Bank, N.A.

and MUFG Union Bank, N.A., as joint lead arrangers and joint bookrunners, Credit Suisse Loan Funding LLC, as an arranger and PNC Bank, National Association, as documentation agent (incorporated by reference to Exhibit 10.2 of The Hillman Companies, Inc.’s Current Report on Form 8-K, filed with the SEC on June 5, 2018).

10.20 Amendment No.

1 to the ABL Credit Agreement, dated as of November 15, 2019, by and among The Hillman Companies, Inc., Hillman Investment Company, The Hillman Group, Inc., Big Time Products, LLC, The Hillman Group Canada ULC, the Subsidiary Guarantors, the Lenders listed on the signature pages thereto and Barclays Bank PLC, in its capacity as administrative agent for the Lenders (incorporated by reference to Exhibit 10.1 of The Hillman Companies, Inc.’s Current Report on Form 8-K, filed with the SEC on November 20, 2019).

10.21 Amendment No.

2 to the ABL Credit Agreement, dated as of July 14, 2021, by and among Hillman Investment Company, The Hillman Group, Inc., The Hillman Group Canada ULC, the Subsidiary Guarantors, the Lenders listed on the signature pages thereto and Barclays Bank PLC, in its capacity as administrative agent for the Lenders (incorporated by reference to Exhibit 10.21 of the Company’s Current Report on Form 8-K, filed with the SEC on July 20, 2021).

10.22+ Credit Agreement, dated as of July 14, 2021, by and among The Hillman Group, Inc., Hillman Investment Company, the Lenders from time to time party thereto, Jefferies Finance LLC, as administrative agent, and Jefferies Finance LLC and Barclays Bank PLC, as joint lead arrangers and joint bookrunners (incorporated by reference to Exhibit 10.22 of the Company’s Current Report on Form 8-K, filed with the SEC on July 20, 2021).

10.23* HMAN Group Holdings, Inc.

2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of The Hillman Companies, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2014).

10.24* Form of HMAN Group Holdings, Inc.

2014 Equity Incentive Plan Stock Option Award Agreements (incorporated by reference to Exhibit 10.2 of Hillman Companies, Inc.’s Current Report on Form 8-K filed with the SEC on December 4, 2014)

10.25* Form of Notice to the Holders of Stock Options Under the HMAN Group Holdings, Inc.

2014 Equity Incentive Plan, dated July 15, 2021 (filed herewith).

10.26* Form of HMAN Group Holdings, Inc.

2014 Equity Incentive Plan Restricted Stock Unit Award Agreement (filed herewith)

10.27* Form of Notice to the Holders of Restricted Stock Units Under the HMAN Group Holdings, Inc.

2014 Equity Incentive Plan, dated July 15, 2021 (filed herewith).

10.28* Form of HMAN Group Holdings, Inc.

2014 Equity Incentive Plan Restricted Stock Award Agreement (filed herewith).

10.29* Form of Notice to the Holders of Restricted Stock Under the HMAN Group Holdings, Inc.

2014 Equity Incentive Plan, dated July 15, 2021 (filed herewith).

10.30* The Hillman Companies, Inc.

Nonqualified Deferred Compensation Plan (amended and restated effective as of January 1, 2003) (incorporated by reference to Exhibit 10.1 of The Hillman Companies, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on November 15, 2004).

10.31* First Amendment to The Hillman Companies, Inc.

Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 of The Hillman Companies, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on November 15, 2004)

21.1 List of Subsidiaries ( f iled herewith) .

(As of December 25, 2021 )

23.1 Consent of KPMG LLP, independent registered accounting firm for the Company (filed herewith).

31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Exchange Act (filed herewith).

31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Exchange Act (filed herewith).

32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

101 The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 25, 2021, formatted in inline eXtensible Business Reporting Language (iXBRL):

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Comprehensive Income (Loss), (iii) Consolidated Statements of Cash Flows, (iv) Consolidated Statements of Stockholders’ Equity, and (v) the Notes to Consolidated Financial Statements (filed herewith).

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) (filed herewith).

* Indicates management contract or any compensatory plan, contract or arrangement.

+ Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).

The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

Item 16 – Form 10-K Summary.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

THE HILLMAN SOLUTIONS CORP.

March 16, 2022 By:

/s/ Robert O.

Chief Financial Officer and Duly Authorized Officer of the Registrant

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated below.

Signature Capacity Date

/s/ Douglas J.

Cahill Principal Executive Officer, Chairman and Director March 16, 2022

/s/ Robert O.

Kraft Principal Financial Officer March 16, 2022

McCalla Chief Accounting Officer March 16, 2022

/s/ Diana Dowling Director March 16, 2022

Diana Dowling

/s/ Teresa S.

Gendron Director March 16, 2022

Jagdfeld Director March 16, 2022

/s/ Daniel O'Leary Director March 16, 2022

Daniel O'Leary

Owens Director March 16, 2022

/s/ Joseph M.

Scharfenberger, Jr.

Director March 16, 2022

Scharfenberger, Jr.

/s/ John Swygert Director March 16, 2022

/s/ Philip K.

Woodlief Director March 16, 2022

/s/ Richard F.

Zannino Director March 2, 2022

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 9A. Controls and Procedures