UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 722, 2023 (December 521, 2023)

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WAITR HOLDINGS INC.

(Exact name of Registrant as Specified in Its Charter)

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Delaware	001-37788	26-3828008
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

214 Jefferson Street, Suite 200 Lafayette, Louisiana		70501
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (337) 534-6881

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

None

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~Bonus~~Amendment ~~payment~~No. 10 to ~~Carl~~Credit ~~Grimstad~~and Guaranty Agreement

~~Following~~On ~~approval~~December by21, ~~the~~2023, ~~board~~ASAP ofInc. ~~directors~~(f/k/a Waitr Inc.), onWaitr ~~December~~Intermediate 5Holdings, ~~2023~~LLC, ~~Waitr~~other ~~Holdings~~guarantors ~~Inc.~~party thereto, Luxor Capital, LLC (“~~Company~~Luxor Capital”) ~~agreed~~and toLuxor ~~pay~~Capital aGroup, ~~bonus~~L.P. to(“Luxor ~~Mr.~~Capital ~~Grimstad~~Group” inand, ~~the~~collectively ~~amount~~with ofLuxor ~~$250~~Capital,~~000.~~ In“Luxor”) ~~the~~entered ~~event~~into MrAmendment No. ~~Grimstad~~10 ~~terminates~~to ~~his~~the ~~employment,~~existing ~~other~~credit ~~than~~and ~~for~~guaranty ~~good~~agreement ~~reason~~dated (as ~~defined~~of inNovember ~~Mr.~~15, ~~Grimstad’s~~2018, ~~employment~~as ~~agreement),~~amended or(the is“Credit ~~terminated~~and byGuaranty ~~the~~Agreement ~~Company~~Amendment”). ~~for~~The ~~misconduct~~Credit ~~(as~~and ~~defined~~Guaranty inAgreement ~~Mr.~~Amendment ~~Grimstad’s~~provides ~~employment~~that ~~agreement~~(i), inSection ~~either~~5.1(c) ~~case~~is ~~prior~~amended to ~~January~~waive ~~31,~~the ~~2024,~~requirement ~~Mr.~~for ~~Grimstad~~the isaudit ~~required~~report to ~~repay~~be ~~the~~unqualified ~~Company~~as anto ~~amount~~going ofconcern ~~cash~~with ~~equal~~respect to the ~~after-tax~~fiscal ~~amount~~year of2023 ~~the~~financial ~~bonus~~statements ~~actually~~and ~~paid~~(ii) toSection Mr5.1(i) ~~Grimstad. Additionally,~~is ~~this~~amended ~~bonus~~to ~~amount~~waive ~~shall~~the berequirement ~~credited~~that ~~against~~the ~~any~~financial plan demonstrate adequate liquidity through the final ~~retention~~maturity ~~compensation~~date ~~that~~with respect to the ~~Company~~financial ~~agreed~~plan to ~~pay~~be ~~Mr.~~delivered ~~Grimstad~~within ~~pursuant~~60 todays of the ~~January~~end ~~31,~~of ~~2023~~fiscal ~~retention~~year ~~bonus agreement~~2023.

The foregoing description of ~~this~~the ~~bonus~~Credit ~~agreement~~and Guaranty Agreement Amendment does not purport to be complete and is qualified in its entirety by the full text of ~~such~~the ~~bonus~~Credit ~~agreement~~and toGuaranty beAgreement ~~filed~~Amendment, aswhich anis ~~exhibit~~attached tohereto ~~the~~as ~~Company’s~~Exhibit ~~Form~~ 10-K.1 ~~for~~and ~~the~~is ~~fiscal~~incorporated ~~year~~herein ~~ending~~by ~~December 31, 2023~~reference.

~~Bonus~~Amendment ~~payments~~No. 11 to ~~Thomas~~Credit ~~Pritchard and Armen Yeghyazarians~~Agreement

~~Following~~On ~~approval by the board of directors, on~~ December 521, 2023, ~~the~~Waitr ~~Company~~Holdings ~~agreed~~Inc. to(“Company”) ~~pay~~and aLuxor ~~bonus~~entered tointo ~~each~~Amendment ~~of Mr~~No. ~~Pritchard~~11 ~~and~~to ~~Mr.~~the ~~Yeghyazarians~~existing incredit ~~the~~agreement ~~amount~~dated as of ~~$75~~November 15,~~000~~ ~~and $25~~2018,~~000,~~ ~~respectively. In~~as amended (the ~~event~~“Credit ~~that~~Agreement ~~either~~Amendment”). ~~executive~~The ~~officer~~Credit ~~terminates~~Agreement ~~his~~Amendment ~~at-will~~provides ~~employment~~that ~~agreement~~(i) ~~for~~Section ~~any~~2.5(d) ~~reason,~~is ~~other~~amended ~~than~~to allow the Company’s ~~failure~~ to ~~timely~~PIK ~~pay~~one ~~salary,~~hundred orpercent of the ~~Company~~accrued ~~terminates~~interest ~~such employment~~ for ~~such~~the ~~executive~~fiscal ~~officer’s~~quarter ~~willful~~ending ~~misconduct~~December 31, ~~gross negligence~~2023, ~~failure to perform required duties or~~ due toon aDecember ~~felony~~31, ~~conviction~~2023, in(ii) ~~either~~Section ~~case~~5.1(c) ~~prior~~is amended to ~~January~~waive ~~31, 2024,~~ the ~~respective~~requirement ~~executive~~for ~~officer~~the isaudit ~~required~~report to ~~repay~~be ~~the~~unqualified ~~Company~~as anto ~~amount~~going ofconcern ~~cash~~with ~~equal~~respect to the ~~after-tax~~fiscal ~~amount~~year of2023 ~~the~~financial ~~bonus~~statements, ~~actually~~and ~~paid~~(iii) toSection ~~such~~5.1(i) ~~executive~~is ~~officer. Additionally,~~amended ~~the~~to ~~bonus~~waive ~~amounts~~the ~~paid~~requirement tothat ~~each~~the ~~executive~~financial ~~officer~~plan ~~shall~~demonstrate beadequate ~~credited~~liquidity ~~against~~through ~~any~~the final ~~retention~~maturity ~~compensation~~date ~~that~~with respect to the ~~Company~~financial ~~agreed~~plan to ~~pay~~be ~~pursuant~~delivered towithin ~~their~~60 ~~respective~~days ~~January~~of ~~31,~~the ~~2023~~end ~~retention~~of ~~bonus~~fiscal ~~agreements~~year 2023.

The foregoing description of ~~these~~the ~~bonus~~Credit ~~agreements~~Agreement Amendment does not purport to be complete and is qualified in its entirety by the full text of ~~such~~the ~~bonus~~Credit ~~agreements~~Agreement toAmendment, bewhich ~~filed~~is asattached ~~exhibits~~hereto toas ~~the~~Exhibit ~~Company’s Form~~ 10-K.2 ~~for~~and ~~the~~is ~~fiscal~~incorporated ~~year~~herein ~~ending~~by ~~December 31, 2023~~reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description

10.1						Amendment No. 10 to Credit and Guaranty Agreement by and among ASAP Inc. (f/k/a Waitr Inc.), Waitr Intermediate Holdings, LLC, other guarantors party hereto, Luxor Capital, LLC and Luxor Capital Group, LP

10.2						Amendment No. 11 to Credit Agreement by and among Waitr Holdings Inc., Luxor Capital, LLC and Luxor Capital Group, LP

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WAITR HOLDINGS INC.
Date: December 7, 2023	By:	/s/ Thomas C. Pritchard
Date: December 22, 2023	By:	/s/ Thomas C. Pritchard
		Name: Thomas C. Pritchard
		Title: General Counsel

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