March 18, 2021     VIA EDGAR   United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street NE Washington, D.C. 20549

Ladies and Gentlemen:

On behalf of our client, Landcadia Holdings III, Inc., a Delaware corporation (the “Company”), we are writing to submit the Company’s responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”) with respect to the above-referenced amended registration statement on Form S-4 filed on February 3, 2021 (the “Registration Statement”), contained in the Staff’s letter dated March 2, 2021 (the “Comment Letter”).

The Company has filed via EDGAR its first amended Registration Statement on Form S-4 (the “First Amended Registration Statement”), which reflects the Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references in the responses set forth below refer to page numbers in the First Amended Registration Statement. Capitalized terms used but not defined herein have the meanings set forth in the First Amended Registration Statement.

Registration Statement on Form S-4 filed February 3, 2021

Cover Page

United States Securities and Exchange Commission

March 17, 2021

Response: In response to the Staff’s comment, the Company has revised the cover page to comply with Item 501(b) of Regulation S-K.

Summary of the Proxy Statement/Prospectus, page 23

Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 13-16, 35-37, 60-61, 92-93 and 156-157 to quantify the return the sponsors will receive on their initial investment, including the price paid to acquire their securities and the current value as of March 12, 2021.

Response: In response to the Staff’s comment, the Company advises the Staff that reimbursable out-of-pocket expenses, if any, are not expected to be material. The Company has revised its disclosure on pages 15, 37, 61, 93 and 157 accordingly.

Summary Unaudited Pro Forma Condensed Combined Financial Information, page 39

Response: In response to the Staff’s comment, the Company has revised its disclosure on page 44 to disclose pro forma net income (loss) for each period presented.

Comparative Historical and Unaudited Pro Forma Combined Per Share Financial Information, page 41

Response: In response to the Staff’s comment, the Company has revised its disclosure on page 46 to disclose historical loss per share and book value per share information for Hillman Holdco for the periods presented. The Company has revised its disclosure on page 46 to disclosure pro forma equivalent per share information.

Satisfaction of 80% Test, page 86

United States Securities and Exchange Commission

March 17, 2021

Response: In response to the Staff’s comment, the Company has revised its disclosure on page 91 to disclose how the board determined that the business combination had a fair market value of at least 80% of the funds in the trust account at the time of execution of the Merger Agreement.

The Merger Agreement, page 91

Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 97 and 107 to (i) state that if specific material facts exist that contradict the representations, warranties, and covenants in the merger agreement, the Company has provided corrective disclosure in the proxy statement/prospectus and (ii) clarify that its public disclosures will include any material information necessary to provide its stockholders a materially complete understanding of the merger agreement disclosures.

Representations and Warranties, page 98

Response: In response to the Staff’s comment, the Company has expanded its disclosure on pages 104-107 describing the representations and warranties.

Registration Rights Agreement, page 106

United States Securities and Exchange Commission

March 17, 2021

Response: In response to the Staff’s comment, the Company has revised its disclosure on page 112 to disclose that the A&R Registration Rights Agreement does not provide for specified cash penalties. The Company advises the Staff that the A&R Registration Rights Agreement does not specify any particular remedies or measures of damages that may arise from delays in or failure to register the covered shares. As the parties have not yet entered into the A&R Registration Rights Agreement, the parties do not believe that any disclosures related to such agreement are required by ASC 825-20-50-1 at this time.

Unaudited Pro Forma Condensed Consolidated Combined Financial Information

Unaudited Pro Forma Condensed Combined Balance Sheet, page 131

Response: In response to the Staff’s comment, the Company has revised the section entitled Unaudited Pro Forma Condensed Consolidated Financial Statements to include the numbers of shares authorized, issued and outstanding on a historical and pro forma basis. Please see adjustment (L) on page 142, which discloses the authorized, issued, and outstanding shares on a historical and pro forma basis.

Response: In response to the Staff’s comment, the Company has separately presented adjustments (C) and (D) related to the pay down of existing debt and adjustments related to the issuance of new debt on page 141.

Unaudited Pro Forma Condensed Combined Statement of Operations, page 132

Response: In response to the Staff’s comment, the Company advises the Staff that as the First Amended Registration Statement includes financial statements of Hillman Holdco for the period ended December 26, 2020, in lieu of financial statements for the periods ended September 26, 2020 and December 28, 2019, the Company has revised the pro forma statements of operations on page 139 to disclose historical earnings per share information for Hillman Holdco for the period ended December 26, 2020.

Response In response to the Staff’s comment, the Company has revised the pro forma statement of operations on page 139 and the adjustments on pages 142 and 143 to include income tax adjustments related to the interest expenses adjustments recorded. The income tax adjustments were calculated based on the statutory rate in effect based on FRM 3270, which states, “Normally, tax effects should be calculated with reference to the statutory rate in effect during the periods for which the pro forma statements of comprehensive income are presented.”

United States Securities and Exchange Commission

March 17, 2021

Response: The Company acknowledges the Staff’s comment. The Company has obtained details related to the planned issuance of debt that were not previously available, including the relevant interest rate on the debt, and have disclosed this detail accordingly on page 142 and page 143, as detailed in the following pro forma adjustments:

(BB)     Represents the pro forma adjustment to record interest expense associated with new debt. The new debt has a variable interest rate of 275 basis points over the greater of LIBOR and a floor of 0.5%. The effective interest rate was determined using the actual 1-month LIBOR for 2020 reset on a monthly basis, resulting in interest expense of $32.0 million. This is consistent with the terms of the existing debt, as the final executed terms are not available for the new debt and the terms are expected to be consistent between issuances. A change in LIBOR of 1/8 of a percent would result in an increase or decrease in interest expense for the year of $0.8 million. Additional interest expense related to amortization of OID of $0.4 million, ticking fees of $3.7 million, commitment fees of $0.6 million, and agent fees of $0.2 million, resulting in total interest expense of $36.8 million for the year ended December 31, 2020.

(EE)     Reflects the impact on interest expense of the change in the issuance of new debt under the maximum redemption scenario. The effective interest rate was determined consistent with (BB). Under the maximum redemption scenario, a change in LIBOR of 1/8 of a percent would result in a total increase or decrease in interest expense for the year of $0.9 million, or an incremental change of $0.1 million compared to the no redemption scenario.

Response: In response to the Staff’s comment, the Company advises the Staff that as the First Amended Registration Statement includes financial statements of Hillman Holdco for the period ended December 26, 2020, in lieu of financial statements for the period ended September 26, 2020, the Company has included dilutive shares in the pro forma financial statements on page 140 for the periods presented.

United States Securities and Exchange Commission

March 17, 2021

Management's Discussion and Analysis of Financial Condition and Results of Operations

Liquidity, page 176

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 58 to indicate the restrictions on Hillman Holdco’s ability to obtain funds from its subsidiaries contained in the credit agreements governing the credit facilities of The Hillman Group, Inc., a wholly owned indirect subsidiary of Hillman Holdco. The Company, after consultation with Hillman, does not believe that such restrictions have any impact on liquidity, financial condition or results of operations, or that any parent only financial statements or disclosures are required, given that Hillman Holdco does not conduct any operations and all operations of Hillman Group are conducted by The Hillman Group, Inc. or its subsidiaries. None of the dividend baskets contained in the credit agreements are based on retained earnings or net income and therefore the Company, after consultation with Hillman, does not believe any additional disclosure is required under Regulation S-X.

Critical Accounting Policies and Estimates

Goodwill, page 181

United States Securities and Exchange Commission

March 17, 2021

Response: In response to the Staff’s comment, the Company has, after consultation with Hillman, revised the disclosure on page 188 to enhance the discussion of the results of Hillman’s annual goodwill impairment testing to include discussion of the number of reporting units, whether or not the fair value of Hillman’s reporting unit substantially exceeds the carrying value and additional discussion of the assumptions and risks for any reporting units where fair value does not substantially exceed the carrying value.

Beneficial Ownership of Securities, page 214

Response: In response to the Staff’s comment, the Company has revised the disclosure in footnote 3 to the beneficial ownership table on page 224 to note that Jefferies Financial Group Inc. is a widely-held public company with no controlling shareholders. In response to the Staff’s comment, the company has revised footnote 20 to the beneficial ownership table on page 225 identify the natural person or persons who have voting and investment control of the shared held by Oak Hill Capital Partners.

Certain United States Federal Income Tax Considerations, page 247

Response: In response to the Staff’s comment, the Company has revised such title and the first sentence of such section accordingly. The Company has also made corresponding changes on pages 19, 23, 27, 71 and 259 of the First Amended Registration Statement

Response: The Company has filed an opinion of counsel as Exhibit 8.1 to the First Amended Registration Statement. Counsel has not, and does not intend to, opine as to whether the merger qualifies as a reorganization within the meaning of Section 368(a) of the Code. In response to the Staff’s comment, the Company has revised the Q&A on page 23 and the Summary on page 27.

Financial Statements

General, page F-1

United States Securities and Exchange Commission

March 17, 2021

Response: The financial statements included in the First Amended Registration Statement have been updated in compliance with Rule 8-08 of Regulation S-X.

Consolidated Financial Statements - HMAN Group Holdings Inc.

Report of Independent Registered Public Accounting Firm, page F-28

Response: In response to the Staff’s comment, the Company confirms, after consultation with Hillman, that Hillman did not change auditors during its two most recent fiscal years or the subsequent interim period. KPMG has served as the auditor for The Hillman Companies, Inc., the wholly owned operating subsidiary of HMAN Group Holdings, Inc. since 2010. The financial statements of HMAN Group Holdings, Inc., the parent company, were not audited prior to 2021.

Consolidated Statements of Comprehensive Income (Loss), page F-30

Response: In response to the Staff’s comment, earnings per share disclosures have been provided on pages F-23 and F-54.

1. Basis of Presentation

Nature of Operations, page F-33

Response: In response to the Staff’s comment, the Company, after consultation with Hillman, has revised the disclosure on page F-31 to enhance the discussion of the change Hillman made to its operating segments, and the impact on the underlying reporting units. The revised disclosure addresses the allocation of goodwill from Hillman’s historic reporting unit to the new reporting units and the results of impairment testing.

2. Summary of Significant Accounting Policies

Revenue Recognition, page F-38

United States Securities and Exchange Commission

March 17, 2021

Response: In response to the Staff’s comment, after consultation with Hillman, the disclosure on pages F-34 through F-37 relating to customer acceptance and the timing of revenue recognition for Hillman’s products and services has been modified. Customer acceptance is based on objective criteria; based on the nature of Hillman’s hardware and related products and its historical experience with similar contracts, Hillman can verify that the goods comply with its customer’s agreed-upon specifications in the contract prior to shipment. Therefore, customer acceptance is a formality and control transfers upon the delivery of the physical goods to its customers. Customer acceptance is not a relevant criteria with respect to the timing of revenue recognition for Hillman’s in-store-services and access to key duplicating and engraving services. The note disclosure on page F-34 through F-37 has been modified to eliminate the reference to customer acceptance and to clarify that control transfers and revenue is recognized upon delivery.

Hillman provides a variety of in store services to its customers including designing custom plan-o-grams, installing and detailing store shelves, monitoring inventory levels and reordering products, setting up in-store promotions, and establishing programs that meet customers' requirements for pricing, invoicing, and other needs. Under ASC 606, the contract with the customer is each individual purchase order that details the physical goods that are to be delivered but there is no explicit mention of services. Based on verbal communication and historic practice, there is an implied obligation to provide service for a short period of time beyond the delivery date under the presumption that Hillman’s customers will continue to place orders. Services are provided throughout the duration of the customer relationship including a short period of time both before and after products are delivered, therefore the service performance obligation is satisfied over time. Customers regularly place replenishment orders, with larger multi-store customers placing multiple orders per day and smaller single-store customers placing multiple orders per month. Customer ordering patterns and delivery are typically consistent over time. As such, Hillman believes that recognizing the revenue for services upon delivery of the products is materially consistent with recognizing the revenue over time. To reduce the administrative burden associated with allocating a portion of the transaction price to services and recognizing the service revenue over time, service revenue is recognized as the related products are delivered, which approximates a time-based recognition pattern.

United States Securities and Exchange Commission

March 17, 2021

Hillman will typically enter into arrangements with a customer to provide key duplication and tag engraving machines at no stated cost provided that the customer continues to purchase the related keys and pet tags from Hillman. Title for the machines does not pass to the customer at any time, and Hillman maintains and services the machines onsite at the customer’s retail location. Hillman has determined that the arrangement does not contain a lease. Hillman has no obligation to leave the machines in place if a customer were to switch vendors. After the delivery of the initial order, the customer has no obligation to purchase additional keys or tags from Hillman. Additionally, Hillman may at its discretion pull the machine from the customer and transfer the machine to another customer. Based on verbal communication and past practices, Hillman has an implied obligation to provide access to the key duplication and engraving equipment to active customers for a short period of time beyond the most recent purchase of keys and tags, under the presumption that Hillman’s customers will continue to place orders. Therefore, the performance obligation related to providing access to the key and engraving equipment is satisfied over time. Customers regularly place replenishment orders, with larger multi-store customers placing multiple orders per day and smaller single-store customers placing multiple orders per month. Customer ordering patterns and delivery are typically consistent over time. As such, Hillman believes that recognizing the revenue for access to the key and engraving equipment upon delivery of the related products is materially consistent with recognizing the revenue over time. To reduce the administrative burden associated with allocating a portion of the transaction price to the key or engraving equipment performance obligation and recognizing it over time, Hillman recognizes the entire amount of consideration related to the sale of products and access to key duplicating and engraving equipment upon delivery of the products, which approximates a time-based recognition pattern.

The revenue recognition policy note in Hillman’s financial statements included in the First Amended Registration Statement has been updated.

Stock Based Compensation, page F-41

Response: In response to the Staff’s comment, additional disclosure on the valuation of Hillman Holdco’s common stock and the timing of the valuation has been included on page F-37.

The fair value of Hillman Holdco’s common stock and underlying stock-based awards was determined by management with assistance of an independent third-party valuation specialist. As public debt issuer, the lack of an active public market for Hillman Holdco’s common stock requires Hillman’s management to exercise reasonable judgment and consider a number of factors in order to make the best estimate of fair value of equity. Hillman estimates the fair value of Hillman Holdco’s total enterprise value and total equity value using a combination of the income approach and guideline public company method. Estimating the total enterprise value and total equity value requires the application of significant judgment and assumptions.  Factors considered in connection with estimating these values:

United States Securities and Exchange Commission

March 17, 2021

The fair value ultimately assigned to Hillman Holdco’s common stock may take into account any number or combination of the various factors described above, based upon their applicability at the time of measurement.  Determination of the fair value of our common stock also may involve the application of multiple valuation methodologies and approaches, with varying weighting applied to each methodology as of the grant date. Application of these approaches involves the use of estimates, judgment, and assumptions that are highly complex and subjective, such as those regarding Hillman’s expected future revenue, expenses, and future cash flows; discount rates; market multiples; the selection of comparable companies; and the probability of possible future events. Changes in any or all of these estimates and assumptions or the relationships between those assumptions impact the valuations as of each valuation date and may have a material impact on the valuation of Hillman Holdco’s common stock.

The valuation of Hillman Holdco’s common stock is historically performed at the end of its fiscal year. The share prices for the years ended December 26, 2020, December 28, 2019 and December 29, 2018 were $1,647.13, $1,315.00, and $1,168.00, respectively. The increases in the share price year over year reflects Hillman’s growth over that time period along with our projected future growth in discounted cash flows along with the market inputs. Hillman Holdco infrequently grants options or other share-based awards. The most recent share-based awards were granted in July of 2020. The exercise price for the options granted in July 2020 was $1,300 which was based on the valuation performed as of December 28, 2019. Through July, Hillman had not seen significant changes in the business that would indicate that a new valuation was necessary. There are several factors that contribute to the difference in the fair value of options granted in 2020 and the implied fair value of Hillman Holdco’s common stock of $1,647.13 with respect to the proposed merger, including the growth Hillman experienced in the second half of 2020 and the estimated discount for lack of marketability included in the prior stock valuations. Upon completion of the proposed Business Combination, New Hillman’s common stock will be traded on a national securities exchange and this negates the impact of the discount for lack of marketability.

The disclosure on page F-37 around share-based compensation has been enhanced to include discussions of the valuation of Hillman Holdco’s common stock along with the existing disclosures.

United States Securities and Exchange Commission

March 17, 2021

20. Subsequent Events, page F-68

Response: In response to the Staff’s comment, the disclosure on page F-64, has been revised to indicate the date through which subsequent events were evaluated and if the date is the date the financial statements were issued or the date the financial statements were available to be issued

Exhibit 23.1, page II-4

Response: In response to the Staff’s comment, the Company advises the Staff that as the First Amended Registration Statement includes financial statements of the Company for the year ended December 31, 2020 in lieu of financial statements for the period ended September 30, 2020, the consent has been revised to conform to the updated financial statements.

* * *

Please do not hesitate to contact Joel Rubinstein at (212) 819-7642 or Elliott Smith at (212) 819-7644 of White & Case LLP with any questions or comments regarding this letter.

Best regards,

/s/ White & Case LLP

White & Case LLP

cc:      Steven L. Scheinthal, Landcadia Holdings III, Inc.