Before OWEN, Chief Judge, and DENNIS and HAYNES, Circuit Judges. HAYNES, Circuit Judge: Plaintis allege that Carmen and Jessie Ramirez brought them to the United States under the H-2B visa program to work as construction workers. Once Plaintis arrived in the United States, however, the Ramirezes allegedly made them work as truck drivers, who typically receive higher wages and for whom H-2B visas are consequently harder to obtain. But Plaintis never saw those higher wages; instead, they claim they were paid worse than either truck drivers or construction workers, with the Ramirezes unlawfully deducting from their paychecks, denying them overtime pay, and sometimes failing to pay them entirely. Plaintis sued Carmen and Jessie Ramirez and their company, Black Magic Enterprises, L.L.C. (“Black Magic”), claiming, as relevant here, that the Ramirezes violated (1) the Racketeer Inuenced and Corrupt Organizations Act (“RICO”), and (2) the Fair Labor Standards Act (“FLSA”). The district court dismissed those claims for failure to state a claim, declined to exercise supplemental jurisdiction over Plaintis’ related state law claims, and denied Plaintis’ later-led motion for leave to amend the complaint. For the following reasons, we AFFIRM the district court’s dismissal of Plaintis’ RICO claims and the district court’s denial of Plaintis’ motion for leave to amend, REVERSE the dismissal of Plaintis’ FLSA claims, VACATE the dismissal of the state law claims, and REMAND for further proceedings. Background Plaintis are former employees of the Ramirezes who were brought to work for Black Magic in Texas under the United States Department of Labor’s H-2B guest worker visa program.[1] H-2B visas allow employers to bring foreign workers to the United States for temporary non-agricultural work if (1) “qualied workers in the United States are not available” and “the alien’s employment will not adversely aect the wages and working conditions of similarly employed United States workers.” 8 C.F.R. § 214.2(h)(6)(iv)(A); see 8 U.S.C. § 1101(a)(15)(H)(ii)(b). To obtain an H-2B visa for an employee, the employer must rst apply for and obtain a labor certication with the Department of Labor. 8 C.F.R. § 214.2(h)(6)(iii)(C). Plaintis alleged that the Ramirezes “systematically defrauded the federal government to obtain” the visas that brought them to the United States by misrepresenting to the Department of Labor the type of work Plaintis would perform. According to Plaintis, the applications the Ramirezes submitted claimed falsely that Black Magic sought guest workers for “physical labor at construction sites . . . operat[ing] hand and power tools of all types.” Plaintis alleged that the Ramirezes obtained a labor certication by stating that the “oered wage” for such work “equal[ed] or exceed[ed] the highest of the most recent prevailing wage for the occupation”—$13.72 per hour. Plaintis alleged that, after obtaining that certication, the Ramirezes additionally submitted H-2B visa applications stating that they would “pay at least the oered wage . . . during the entire period of th[e] application,” minus “authorized and reasonable deductions.” Plaintis claimed, however, that the Ramirezes knowingly lied in those materials: the Ramirezes did not want physical laborers—they actually wanted heavy truckers. That lie, Plaintis claimed, was central to the Ramirezes getting the visas in the rst place. Heavy truckers are paid more than physical laborers at $20 per hour, and, because there might be American citizens willing to work at that rate, the Ramirezes might not have been able to get the H2-B visas had they told the truth in their applications. According to Plaintis, the Ramirezes’ gambit paid o; although Plaintis were ostensibly brought in as construction workers, the Ramirezes made them work as heavy truck drivers once they arrived. But Plaintis did not make $20 per hour—or even the $13.72 per hour they were initially promised. Instead, because the Ramirezes allegedly unlawfully deducted from their pay, failed to pay overtime despite work weeks between fty and eighty hours, and sometimes failed to pay Plaintis entirely, Plaintis claimed they eectively made much less. On the basis of these allegations, Plaintis sued the Ramirezes in federal district court. In their complaint, Plaintis sought relief under RICO’s civil penalty section, 18 U.S.C. § 1964(c); the FLSA, 29 U.S.C.§ 216(b); and Texas state law. The district court dismissed the federal causes of action with prejudice for failure to state a claim under Federal Rules of Civil Procedure 12(b)(6) and 9(b). With no federal claims left, the district court declined to exercise supplemental jurisdiction over the remaining state- law claims. After their complaint was dismissed, Plaintis led a motion for leave to amend, which the district court denied. Plaintis timely appealed. Jurisdiction & Standard of Review The district court had federal-question jurisdiction over Plaintis’ RICO and FLSA claims, see 28 U.S.C. § 1331, and we have jurisdiction to review the district court’s nal judgment, see id. § 1291. We review a district court’s dismissal under Rule 12(b)(6) de novo, accepting all well-pleaded facts as true and viewing those facts in the light most favorable to the plaintis. See Gonzalez v. Kay, 577 F.3d 600, 603 (5th Cir. 2009). To meet the pleading standard of Rule 12(b)(6), plaintis must allege “enough facts to state a claim that is plausible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007). Additionally, allegations of fraud—like the predicate acts Plaintis allege in connection with their RICO claims—must meet Rule 9(b)’s heightened pleading standard, under which plaintis “must state with particularity the circumstances” of the allegedly fraudulent conduct. See Williams v. WMX Techs., Inc., 112 F.3d 175, 177 (5th Cir. 1997). Accordingly, plaintis alleging fraud must additionally describe, in short, “the who, what, when, and where” supporting their fraud allegations. Id. at 178. Plaintis also challenge the district court’s denial of leave to amend their complaint, which we review for abuse of discretion. N. Cypress Med. Ctr. Operating Co., Ltd. v. Aetna Life Ins. Co., 898 F.3d 461, 477 (5th Cir. 2018). A district court does not abuse its discretion when denying leave to amend if, for example, amendment would be futile, the moving party has repeatedly failed to cure the deciencies in its pleadings, or the opposing party would suer undue prejudice. See id. Discussion On appeal, Plaintis argue that the district court erred in dismissing their RICO, FLSA, and state law claims and abused its discretion in denying their motion for leave to amend. We address each argument in turn. RICO Claims RICO makes it “unlawful for any person employed by or associated with any enterprise engaged in, or the activities of which aect, interstate or foreign commerce, to conduct or participate, directly or indirectly, in the conduct of such enterprise’s aairs through a pattern of racketeering activity.” 18 U.S.C. § 1962(c). It allows “[a]ny person injured in his business or property by reason of a violation of section 1962″ to bring a civil suit for treble damages. Id. § 1964(c). To state a claim under § 1962(c), a plainti must adequately plead that the defendant engaged in “(1) conduct (2) of an enterprise (3) through a pattern (4) of racketeering activity.” Sedima, S.P.R.L. v. Imrex Co., 473 U.S. 479, 496 (1985) (footnote omitted).[2] A RICO plainti must also plausibly allege that the RICO violation proximately caused the plainti’s injuries. See Holmes v. Secs. Inv. Prot. Corp., 503 U.S. 258, 268 (1992). The proximate causation standard in this context is not one of foreseeability; instead, the plainti must demonstrate that the alleged violation “led directly” to the injuries. Anza v. Ideal Steel Supply Corp., 547 U.S. 451, 461 (2006); see also Hemi Grp., LLC v. City of New York, 559 U.S. 1, 10, 12 (2010) (plurality opinion). If some other conduct directly caused the harm, the plainti cannot sustain a RICO claim. See Hemi Grp., LLC, 559 U.S. at 11 (rejecting a RICO claim on proximate causation grounds because “the conduct directly causing the harm was distinct from the conduct giving rise to the fraud”). Here, Plaintis’ allegations, taken as true, do not support a conclusion that their underpayment injuries were directly caused by the Ramirezes’ alleged fraud in obtaining the H-2B visas. Rather, their complaint shows that the injury was caused by the alleged underpayments which were not required by the alleged fraud. See Walters v. McMahen, 684 F.3d 435 (4th Cir. 2012). The Fourth Circuit in Walters addressed a similar situation where a set of domestic U.S. workers alleged that a company’s managers led false immigration forms that led to depressed wages for local workers—allegations the Fourth Circuit found insucient precisely because other managerial decisions more directly impacted the workers’ compensation: Although false attestations made by the hiring clerks are one step in a chain of events that ultimately may have resulted in the employment of unauthorized aliens . . . , the plaintiffs have not demonstrated that the false attestations themselves have had a direct negative impact on the plaintiffs’ wages, or on any other aspect of their compensation. Id. at 444.[3] Similar reasoning applies here. Understating the type of work to be done may have supported obtaining the visas, but it was not the cause of underpayment; indeed, if one accepts the Plaintis’ allegations, truthfulness would likely have resulted in a lack of visas, keeping Plaintis from being able to come to the United States in the rst place.[4] But, critically, Plaintis’ reduced wages were several steps in the causal chain away from the transmission of fraudulent forms; nothing about the forms required underpayment. To even have the opportunity to underpay Plaintis, the Ramirezes had to submit fraudulent forms, obtain authorization, and bring the Plaintis to the United States for work. Only then could the Ramirezes actually underpay Plaintis. Importantly, the claim in this case is not just that the $13.72 per hour that the Ramirezes represented they would pay Plaintis was inadequate to cover the work done but that the Ramirezes did not even pay that amount properly. It is therefore clear that the Ramirezes’ underpayment was not a necessary result of their alleged fraud— underpayment “in no sense required [them] to defraud” the Department of Labor. Anza, 547 U.S. at 459. Whatever hourly rate is stated to the Department of Labor is irrelevant if the employer is going to fail to pay what is owed, refuse to pay for overtime, or deduct inappropriate charges. Accordingly, Plaintis failed to adequately plead proximate causation, and the district court properly dismissed their RICO claims.[5] FLSA Claims The FLSA claims are dierent. The FLSA was “enacted in 1938 to protect all covered workers from substandard wages and oppressive working hours.” Encino Motorcars, LLC v. Navarro, 136 S. Ct. 2117, 2121 (2016) (quotation omitted). An employee can be covered by the FLSA if either the employee or the employing enterprise is “engaged in commerce or in the production of goods for commerce.” See id.; Martin v. Bedell, 955 F.2d 1029, 1032 (5th Cir. 1992). Among other requirements, the statute requires employers to pay any covered employee at least a minimum wage of $7.25 per hour, 29 U.S.C. § 206(a)(1)(C), and to pay any covered employee at least one-and-one-half times the employee’s regular wages when the employee works more than forty hours in a week, id. § 207(a)(1). To state an FLSA claim, then, an employee must plead that the employee is covered by the FLSA and that the employer failed to pay the FLSA-required wages. Enterprise Coverage The rst FLSA issue on appeal is the enterprise coverage provision, which extends the FLSA’s requirements to any enterprise that, as relevant here, either “has employees engaged in commerce or in the production of goods for commerce” (the “engaged-in clause”) or “has employees handling, selling, or otherwise working on goods or materials that have been moved in or produced for commerce by any person” (the “handling clause”). 29 U.S.C § 203(s)(1)(A)(i). Plaintis contend that the Ramirezes and Black Magic trigger the handling clause “by employing more than 11 drivers and hauling water, sand, gravel[,] and construction and oileld equipment both interstate and intrastate,” as well as by “handling, selling, or otherwise working on goods or materials (such as heavy trucks, fuel and equipment) that have been moved in or produced for commerce by any person.” The district court concluded that this assertion was conclusory. We disagree and conclude that Plaintis’ allegation is suciently plausible to survive dismissal on this issue. We have not had many occasions to discuss the handling clause, but the limited case law on point makes clear that it does not impose a strenuous pleading burden on plaintis. For example, addressing a prior version of the handling clause, we reasoned in Brennan v. Greene’s Propane Gas Service that, unlike the engaged-in clause, the handling clause’s requirements are in the past tense—that is, the “employees’ handling, selling, or otherwise working” must be “on goods that have been moved in or produced for commerce by any person.” 479 F.2d 1027, 1030 (5th Cir. 1973). That phrasing, we concluded, means that “[t]here is no requirement of continuity in the present.” Id. Instead, “the legislation was designed to regulate enterprises dealing in articles acquired intrastate after travel in interstate commerce.” Id. (quotation omitted). Brennan‘s reasoning has generated similar holdings in our sister circuits. For instance, the Eleventh Circuit relied on Brennan in applying the handling clause to items that travelled interstate prior to sale in Polycarpe v. E&S Landscaping Service, 616 F.3d 1217, 1221 (11th Cir. 2010). In particular, the Eleventh Circuit rejected the alternative “coming to rest’ doctrine,” under which “interstate goods or materials can lose their interstate quality if the items have already come to rest within a state before intrastate purchase by a business.” Id. In turn, the Sixth Circuit has cited Polycarpe in applying the handling clause to a logging company whose employees used logging equipment that had been moved in commerce. See Sec’y of Labor v. Timberline S., LLC, 925 F.3d 838, 845, 848 (6th Cir. 2019). As these cases make clear, an employer can trigger enterprise coverage if its employees handle items that had travelled in interstate commerce at some point in the past, even if the act of handling those items does not amount to engaging in commerce in the present. The Ramirezes argue that Plaintis must nonetheless show that their work directly aected commerce. But the Ramirezes rely primarily on two summary judgment opinions implicating the engaged-in clause—not the handling clause—for that proposition. See Williams v. Henagan, 595 F.3d 610 (5th Cir. 2010) (per curiam); Sobrinio v. Med. Ctr. Visitor’s Lodge, Inc., 474 F.3d 828 (5th Cir. 2007) (per curiam).[6] Those cases do not compel dismissal of Plaintis’ claims. As we have discussed, the handling clause does not require the same sort of present-tense continuity that the Ramirezes suggest. See Brennan, 479 F.2d at 1030. That means that, unlike the Williams and Sobrinio plaintis, Plaintis here do not need to allege that their actual work activities directly aected interstate commerce, merely that the goods or materials they handled had previously come into the state from elsewhere. The Ramirezes’ argument also conates Plaintis’ ultimate burden of proof with what must be plausibly alleged. Indeed, Williams and Sobrinio were resolved at summary judgment, where the plaintis were required to demonstrate, with evidence showing at least a genuine dispute of material fact, a relationship between their work and interstate commerce. See Williams, 595 at 615. Here, Plaintis need only plausibly allege that they handled goods or materials that had at some point travelled interstate. See Twombly, 550 U.S. at 570. We conclude that Plaintis have done so. They identied water, sand, gravel, construction equipment, oileld equipment, trucks, and fuel as goods or materials that had potentially been moved in commerce before being handled by Black Magic and its employees. At least some of these items are plausibly goods or materials: they are all items one could plausibly conclude are used in or produced during construction and trucking work.[7] It is also plausible that some or all of these items had travelled interstate at some point in their life cycle. Texas is a large state with considerable industrial capacity, but it does not stretch the denition of plausible for Plaintis to allege that at least some of the raw materials and machinery that they handled came from beyond Texas’s borders. Importantly, Plaintis will have to provide proof of these allegations at the summary judgment or trial stage (after they have had a chance to conduct discovery), but they are not required to provide further details than they have at this stage. Failure to Pay Plaintis also adequately pleaded that they lost wages as a result of the alleged FLSA violations. Plaintis claimed that they were paid less than $18 per hour for overtime, less than one-and-one-half times their contractually agreed upon hourly wage. Plaintis further alleged that the Ramirezes eectively paid Plaintis less than the federal minimum wage by making impermissible deductions from their paychecks. They also identied that, for “several pay periods during late August and September of 2015,” they “worked 50 to 80 or more hours a week” but “were not paid fully or paid at all.” The district court concluded that these allegations were insucient to establish the amount of compensation and overtime Plaintis were due. We conclude that Plaintis’ allegations are sucient at the pleadings stage. The allegations put the Ramirezes on notice of minimum and overtime wage claims for specic time periods and set forth a plausible claim for relief. See Twombly, 550 U.S. at 555. Rule 12(b)(6) “do[es] not require heightened fact pleading of specics, but only enough facts to state a claim to relief that is plausible on its face.” Id. at 570. The district court required Plaintis to do more than that—essentially making them prove (rather than plausibly allege) that the Ramirezes “violated the FLSA’s overtime wage requirements” and “the amount of overtime compensation due.” See Johnson v. Heckmann Water Res. (CVR), Inc., 758 F.3d 627, 630 (5th Cir. 2014). Such proof is unnecessary at this point; in fact, even past the pleading stage, when an employer fails to keep proper records, “the remedial nature of the FLSA and the great public policy which it embodies militate against making the burden of proving uncompensated work an impossible hurdle for the employee.” Tyson Foods, Inc. v. Bouaphakeo, 136 S. Ct. 1036, 1047 (2016) (cleaned up). Plaintis’ allegations regarding the hours worked and approximate wages paid during certain time periods were sucient to meet the pleading requirements. As Plaintis have adequately pleaded both enterprise coverage and underpayment of wages, we reverse the district court’s dismissal of their FLSA claims. Additionally, because Plaintis adequately pleaded at least one federal claim, we conclude that the district court’s dismissal of their state law claims should be vacated so that the district court can assess the exercise of supplemental jurisdiction under the current pleading situation.[8] Leave to Amend Finally, we turn to Plaintis’ challenge to the district court’s denial of their motion for leave to amend their complaint. Plaintis sought such leave more than ve weeks after the district court’s order dismissing their complaint for failure to state a claim. The district court reasoned that their motion was untimely and noted the numerous opportunities Plaintis had to x their pleading deciencies. The district court explained that, among other opportunities, Plaintis could have raised any new matters prior to dismissal. The district court also concluded that further amendment would be futile. We conclude that the district court did not abuse its discretion in denying Plaintis’ motion for leave to amend. Although Plaintis amended their complaint only once, they did not explain what would be accomplished by further amendment in their second request for leave to amend. That deciency is exacerbated by the fact that Plaintis waited more than ve weeks after the district court’s dismissal order to ask for leave the second time. Plaintis’ failure to seriously pursue amendment until well after dismissal—a combination of failure to cure and delay—more than justied the district court’s denial of their motion. Additionally, amendment was futile as to the RICO claims. As we explained above, Plaintis’ injury was, on its face, not proximately caused by the alleged fraud. Amendment was also unnecessary on Plaintis’ FLSA claims, albeit for a dierent reason: Plaintis’ FLSA claims were adequately pleaded in the rst place. The district court thus did not abuse its discretion by denying Plaintis leave to amend their complaint. Conclusion Plaintis’ RICO claims fail because they did not adequately plead that their injuries were proximately caused by the Ramirezes’ alleged fraud. But their FLSA claims were improperly dismissed; Plaintis plausibly alleged that the goods and materials they handled had travelled in interstate commerce and that they lost wages as a result of the Ramirezes’ conduct. Because their FLSA claim were plausibly pleaded, we remand Plaintis’ state law claims for new consideration of supplemental jurisdiction. Finally, the district court did not abuse its discretion in denying Plaintis’ motion to amend their complaint. Accordingly, we AFFIRM the district court’s dismissal of Plaintis’ RICO claims and the district court’s denial of Plaintis’ motion for leave to amend, REVERSE the district court’s dismissal of Plaintis’ FLSA claims, VACATE the district court’s dismissal of the state law claims, and REMAND to the district court for further proceedings.
