What changed in this filing

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Item 1. Financial Statements

2020-11-09 compared with 2020-08-07 · 159 added, 133 removed, 594 unchanged (33% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

Current Assets

12 unchanged sentences

Total Liabilities

Common stock subject to possible redemption, 5,156 and 17,501,073 shares at redemption value at June 30, 2020 and December 31, 2019, respectively

Common stock subject to possible redemption, 26,189 and 17,501,073 shares at redemption value at September 30, 2020 and December 31, 2019, respectively

Stockholders’ Equity

4 unchanged sentences

100,000,000 shares authorized;

6,257,127 and 6,375,178 shares issued and outstanding (excluding 5,156 and 17,501,073 shares subject to possible redemption) at June 30, 2020 and December 31, 2019, respectively

6,257,127 and 6,375,178 shares issued and outstanding (excluding 5,156 and 17,501,073 shares subject to possible redemption) at September 30, 2020 and December 31, 2019, respectively

Additional paid-in capital

8 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Operating costs

Loss from operations

Other income:

( 1,274,109 )

( 1,399,530 )

Other income (expense):

Interest income

Unrealized gain on marketable securities held in Trust Account

Unrealized (loss) gain on marketable securities held in Trust Account

Forgiveness of debt

Income before provision for income taxes

Provision for income taxes

Other income, net

(Loss) income before provision for income taxes

Benefit (provision) for income taxes

Weighted average shares outstanding, basic and diluted (1)

Basic and diluted net income (loss) per common share (2)

(1) Excludes an aggregate of 5,156 and 18,899,782 shares subject to possible redemption at June 30, 2020 and 2019, respectively.

(2) Net loss per common share - basic and diluted excludes income attributable to common stock subject to possible redemption of $0 and $940,124 for the three months ended June 30, 2020 and 2019, and $0 and $1,804,881 for the six months ended June 30, 2020 and 2019, respectively (see Note 2).

(1) Excludes an aggregate of 26,189 and 18,860,476 shares subject to possible redemption at September 30, 2020 and 2019, respectively.

(2) Net loss per common share - basic and diluted excludes income attributable to common stock subject to possible redemption of $209,175 and $965,765 for the three months ended September 30, 2020 and 2019, respectively, and $2,471,558 and $2,766,826 for the nine months ended September 30, 2020 and 2019, respectively (see Note 2).

The accompanying notes are an integral part

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CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’

THREE AND SIX MONTHS ENDED JUNE 30, 2020

Total Stockholders’

THREE AND NINE MONTHS ENDED SEPTEMBER

Stockholders’

Balance – January 1, 2020

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Balance – June 30, 2020

THREE AND SIX MONTHS ENDED JUNE 30, 2019

Total Stockholders’

Change in value of common stock subject to possible redemption

Balance – September 30, 2020

THREE AND NINE MONTHS ENDED SEPTEMBER

Stockholders’

Balance – January 1, 2019

3 unchanged sentences

Balance – June 30, 2019

Change in value of common stock subject to possible redemption

Balance – September 30, 2019

The accompanying notes are an integral part

2 unchanged sentences

CONDENSED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

Cash Flows from Operating Activities:

26 unchanged sentences

Net Change in Cash

( 1,007,659 )

Cash – Beginning

9 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2020

SEPTEMBER 30, 2020

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

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for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization,

exchangeable share transaction or other similar business transaction, one or more operating businesses or assets that the Company

has not yet identified (a “Business Combination”).

At June 30, 2020, the

Company had not yet commenced operations.

All activity through June 30, 2020 relates to the Company’s formation, its initial

public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business

Combination and activities in connection with the announced and subsequently terminated acquisition of GTWY Holdings Limited, a

Canadian corporation (“GTWY Holdings”).

exchangeable share transaction or other similar business transaction, with one or more operating businesses or assets (a “Business

Combination”).

At September 30, 2020,

the Company had not yet commenced operations.

All activity through September 30, 2020 relates to the Company’s formation,

its initial public offering (“Initial Public Offering”), which is described below, identifying a target company for

a Business Combination and activities in connection with the previously proposed business combination with GTWY Holdings Limited,

a Canadian corporation (“GTWY Holdings”), which was terminated on July 16, 2020.

The registration statement

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Public Offering costs.

In addition, at June 30, 2020, cash of $ 123,883 was held outside of the Trust Account and is available for

working capital purposes.

In addition, at September 30, 2020, cash of $ 53,492 was held outside of the Trust Account and is available

for working capital purposes.

The Company’s

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will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (see Note 7).

LEISURE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2020

The Company will proceed

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their Public Shares irrespective of whether they vote for or against the proposed transaction.

LEISURE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2020

Notwithstanding the

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to contribute (the “Contribution”) $ 0.03 for each share of the Company’s common stock that did not redeem in

connection with the extension for each monthly period or portion thereof that is needed to complete a Business Combination (commencing

on December 6, 2019 and on the 6 th day of each subsequent month through the Initial Extension Date).

On each of December

5, 2019, January 3, 2020, February 4, 2020 and March 4, 2020, the Company made a Contribution of $ 0.03 for each of the public shares

outstanding, for an aggregate Contribution of $ 2,265,151 , which amounts were deposited into the Trust Account.

connection with the extension for each of the four monthly periods covered by the extension (commencing on December 6, 2019 through

the Initial Extension Date), subject to certain conditions.

On each of December 5, 2019, January 3, 2020, February 4, 2020 and

March 4, 2020, the Company made a Contribution of $ 0.03 for each of the public shares outstanding, for an aggregate Contribution

of $ 2,265,151 , which amounts were deposited into the Trust Account.

On December 5, 2019,

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December 6, 2019 to January 5, 2020 by issuing an unsecured promissory note to GTWY Holdings (see Note 5).

LEISURE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2020

On January 15, 2020,

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As a result, an aggregate of $ 8,099,292 (or

approximately $ 10.43 per share) was released from the Company’s Trust Account to pay such stockholders and 6,262,283 shares

of common stock are now issued and outstanding.

approximately $ 10.43 per share) was released from the Company’s Trust Account to pay such stockholders.

LEISURE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2020

The Initial Stockholders

22 unchanged sentences

in or to monies held in the Trust Account.

Special Meeting to Extend Combination

The Company has scheduled

a special meeting in lieu of the 2020 annual meeting of stockholders for November 24, 2020, pursuant to which, among other matters,

it will seek stockholder approval to extend the Combination Period from December 1, 2020 to June 30, 2021 (the “Extension

The Company’s public stockholders will be able to elect to redeem their shares in connection with the Extension

Meeting for a pro rata portion of the amount then on deposit in the Trust Account ($ 10.00 per share, plus any deposits made into

the Trust Account for extension payments and any pro rata interest earned on the funds held in the Trust Account and not previously

released to the Company to pay franchise and income taxes).

If the Company does not obtain stockholder approval and is unable to

complete a Business Combination by December 1, 2020, the Company would wind up its affairs and liquidate.

Liquidity and Going Concern

As of June 30, 2020,

the Company had $ 123,883 in its operating bank accounts, $ 13,225,718 in securities held in the Trust Account to be used for a Business

Combination or to repurchase or redeem its common stock in connection therewith and working capital of $ 22,646 , which excludes

$ 629,914 of income taxes payable that will be paid from interest earned on the Trust Account.

On June 29, 2020, the

Company amended the expense advance agreement with the Company’s Sponsors and HG Vora to increase the total amount of advances

available to the Company under the agreement to $ 1,125,000 from $ 1,000,000 .

With respect to agreement, as of June 30, 2020, an

aggregate of $ 1,000,000 of the commitment has been utilized pursuant to drawdowns in exchange for the Company issuing promissory

notes in January 2020 (which were subsequently converted into warrants), and an aggregate of $ 125,000 of the commitment remains

available for drawdown.

As of September 30,

2020, the Company had $ 53,492 in its operating bank accounts, $ 13,187,558 in securities held in the Trust Account to be used for

a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital deficit of $ 224,608 ,

which excludes $ 125,677 of income taxes payable that will be paid from interest earned on the Trust Account.

As of September 30,

2020, the Company had $ 125,000 available for drawdown under the Company’s expense advancement agreement with the Company’s

Sponsors and HG Vora (see “Related Party Loans” in Note 5).

The Company will need

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NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2020

SEPTEMBER 30, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING

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Annual Report on Form 10-K for the year ended December 31, 2019.

The interim results for the three and six months ended June 30,

The interim results for the three and nine months ended September

30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future interim

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all short-term investments with an original maturity of three months or less, when purchased, to be cash equivalents.

did not have any cash equivalents as of June 30, 2020 and December 31, 2019.

did not have any cash equivalents as of September 30, 2020 and December 31, 2019.

Marketable Securities Held in Trust

At June 30, 2020 and

December 31, 2019, the assets held in the Trust Account were substantially held in a money market fund that invests primarily in

At September 30, 2020

and December 31, 2019, the assets held in the Trust Account were substantially held in a money market fund that invests primarily

Treasury Bills.

Through June 30, 2020, the Company withdrew $ 1,794,842 of interest income from the Trust Account, of which

$ 120,050 was withdrawn during the six months ended June 30, 2020, to pay franchise taxes.

Through September 30, 2020, the Company withdrew $ 1,834,842 of interest income from the Trust Account,

of which $ 160,050 was withdrawn during the nine months ended September 30, 2020, to pay franchise taxes.

Common Stock Subject to Possible Redemption

13 unchanged sentences

condensed balance sheets.

LEISURE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2020

The Company complies

7 unchanged sentences

tax assets to the amount expected to be realized.

LEISURE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2020

ASC Topic 740 prescribes

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There were no unrecognized tax benefits and no amounts accrued for interest and penalties as

of June 30, 2020 and December 31, 2019.

The Company is currently not aware of any issues under review that could result in significant

payments, accruals or material deviation from its position.

The effective tax rate of 25 % differs from the statutory tax rate of

21 % for the six months ended June 30, 2020 primarily due to the non-deductibility of transactional expenses incurred in connection

with the search for potential targets for a Business Combination.

The effective tax rate of 35 % and 27 % differs from the statutory

tax rate of 21 % for the three and six months ended June 30, 2019, respectively, due to true-up adjustments from the prior year

of September 30, 2020 and December 31, 2019.

The Company is currently not aware of any issues under review that could result in

significant payments, accruals or material deviation from its position.

The effective tax rate of 177 % and 10 % differs from the

statutory tax rate of 21 % for the three and nine months ended September 30, 2020 primarily due to the reversal of previously recorded

permanent differences for transactional expenses incurred in connection with the now terminated GTWY Holdings acquisition.

effective tax rate of 3 % and 21 % differs from the statutory tax rate of 21 % for the three and nine months ended September 30, 2019,

respectively, due to true-up adjustments from the prior year tax returns.

The Company may be

9 unchanged sentences

applies the two-class method in calculating earnings per share.

Shares of common stock subject to possible redemption at June 30,

Shares of common stock subject to possible redemption at September

30, 2020 and 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation

9 unchanged sentences

participate in the earnings of the Trust Account and not the income or losses of the Company.

Accordingly, basic and diluted loss

per common share is calculated as follows:

Accordingly, basic and diluted income

(loss) per common share is calculated as follows:

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Income attributable to common stock subject to possible redemption

1 unchanged sentence

Adjusted net income (loss)

( 1,082,288 )

Weighted average common shares outstanding, basic and diluted

Basic and diluted net loss per common share

Basic and diluted net income (loss) per common share

Concentration of Credit Risk

4 unchanged sentences

and management believes the Company is not exposed to significant risks on such account.

LEISURE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2020

Fair Value of Financial Instruments

7 unchanged sentences

on the Company’s condensed financial statements.

LEISURE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2020

INITIAL PUBLIC OFFERING

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same basis as the Public Warrants.

On June 25, 2020, the Company converted $ 1,000,000 of the outstanding balance under the Promissory

Notes into warrants to purchase 1,000,001 shares of the Company’s common stock at an exercise price of $ 11.50 per share.

On June 25, 2020, the Company’s Sponsors and HG Vora converted the Promissory Notes issued

to them on January 15, 2020 pursuant to a drawdown by the Company under the expense advancement agreement in the aggregate amount

of $ 1,000,000 into warrants to purchase 1,000,001 shares of the Company’s common stock at an exercise price of $ 11.50 per

RELATED PARTY TRANSACTIONS

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exercise their over-allotment option expired unexercised on January 15, 2018 and, as a result, 750,000 Founder Shares were forfeited,

resulting in 5,000,000 Founder Shares outstanding as of January 15, 2018.

resulting in 5,000,000 Founder Shares outstanding.

The Initial Stockholders

8 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2020

SEPTEMBER 30, 2020

Administrative Services Agreement

3 unchanged sentences

secretarial and administrative support.

For the three months ended June 30, 2019, the Company incurred $ 30,000 in fees for these

For the six months ended June 30, 2019 the Company incurred $ 60,000 in fees for these services.

Effective June 30, 2020,

Hydra Sponsor agreed to stop charging the Company the monthly administrative fee and forgave the $ 71,000 outstanding balance due.

Promissory Note

On December 5, 2019,

the Company entered into the GTWY Expense Advance Agreement, pursuant to which GTWY Holdings committed to provide $ 566,288 to fund

contributions to the Trust Account.

The Company drew down the full amount under the GTWY Expense Advance Agreement to fund the

required Contribution to the Trust Account for the period December 6, 2019 to January 5, 2020 by issuing an unsecured promissory

note (the “Note”) to GTWY Holdings.

The Note does not bear interest.

If the Company completes an initial Business Combination,

the Company would repay the Note out of the proceeds of the Trust Account released to the Company.

Otherwise, amounts borrowed

under the Note would be repaid only out of funds held by the Company outside the Trust Account.

At June 30, 2020, there was $ 566,268

outstanding under the Note.

For the three months ended September 30, 2019, the Company incurred $ 30,000 in fees for

these services.

For the nine months ended September 30, 2019 the Company incurred $ 60,000 in fees for these services.

June 30, 2020, Hydra Sponsor agreed to stop charging the Company the monthly administrative fee and forgave the $ 71,000 outstanding

Related Party Loans

2 unchanged sentences

the Matthews Lane Sponsor and HG Vora (the “Funding Parties”) loaned an aggregate of $ 1,000,000 to the Company, in

accordance with unsecured promissory notes issued on January 15, 2020 to the Funding Parties, pursuant to an expense advance agreement

dated December 1, 2017 which were subsequently converted by the holders into warrants.

An additional $ 125,000 remains available

for drawdown by the Company pursuant to the expense advancement agreement, as amended on June 29, 2020.

The Funding Parties may,

but are not obligated to, loan the Company additional funds from time to time or at any time, as may be required (“Working

Capital Loans”).

Under the expense advance agreement, the Working Capital Loans would either be paid upon completion of a

Business Combination, without interest, or, at the holder’s discretion could be converted into warrants at a price of $ 1.00

accordance with unsecured promissory notes issued on January 15, 2020 to the Funding Parties, pursuant to an expense advancement

agreement dated December 1, 2017 which were subsequently converted by the holders into warrants on June 25, 2020.

The expense advancement

agreement was amended to increase the total amount of advances available to the Company under the agreement by $125,000 on June

29, 2020 and by an additional $75,000 on October 26, 2020, for a total of $200,000, of which the Company drew down $75,000 pursuant

to promissory notes issued in October 2020 and $125,000 remains available for drawdown (see Note 9).

The Funding Parties may, but

are not obligated to, loan the Company additional funds from time to time or at any time, as may be required (“Working Capital

Under the expense advancement agreement, the Working Capital Loans would either be paid upon completion of a Business

Combination, without interest, or, at the holder’s discretion could be converted into warrants at a price of $ 1.00 per warrant.

The warrants would be identical to the Private Placement Warrants.

In the event that a Business Combination does not

close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no

proceeds held in the Trust Account would be used to repay the Working Capital Loans.

As of June 30, 2020,

there were no amounts outstanding under the Working Capital Loans (the $ 1,000,000 previously loaned by the Funding Parties having

been converted into warrants on June 25, 2020).

In the event that a Business Combination does not close, the

Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held

in the Trust Account would be used to repay the Working Capital Loans.

As of September 30,

2020, there were no amounts outstanding under the Working Capital Loans (the $ 1,000,000 previously loaned by the Funding Parties

having been converted into warrants on June 25, 2020).

As noted above, an aggregate of $ 75,000 in Working Capital Loans became

outstanding subsequent to the end of the quarter in October 2020 (see Note 9).

Forgiveness of Debt

During the six months

ended June 30, 2020, two of the Company’s service providers forgave certain amounts due to them in connection with previously

During the nine months

ended September 30, 2020, two of the Company’s service providers forgave certain amounts due to them in connection with previously

provided services.

As a result, the Company recorded a forgiveness of debt in the amount of $ 3,298,207 .

GTWY Holdings Promissory Note

On December 5, 2019,

the Company entered into the GTWY Expense Advancement Agreement, pursuant to which GTWY Holdings committed to provide $ 566,288

to fund contributions to the Trust Account.

The Company drew down the full amount under the GTWY Expense Advancement Agreement

to fund the required Contribution to the Trust Account for the period December 6, 2019 to January 5, 2020 by issuing an unsecured

promissory note to GTWY Holdings.

The note does not bear interest.

If the Company completes an initial Business Combination, the

Company would repay the note out of the proceeds of the Trust Account released to the Company.

Otherwise, amounts borrowed under

the note would be repaid only out of funds held by the Company outside the Trust Account.

At September 30, 2020, there was $ 566,268

outstanding under the note.

Registration Rights

12 unchanged sentences

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

LEISURE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2020

Underwriters Agreement

9 unchanged sentences

Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

LEISURE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2020

Contingent Forward Purchase Contract

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designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors.

As of September

30, 2020 and December 31, 2019, there were no shares of preferred stock issued or outstanding.

3 unchanged sentences

option expired unexercised on January 15, 2018 and, as a result, 750,000 Founder Shares were forfeited.

At June 30, 2020 and December

31, 2019, there were 6,257,127 and 6,375,178 shares of common stock issued and outstanding, respectively, excluding 5,156 and 17,501,073

shares of common stock subject to possible redemption, respectively.

At September 30, 2020 and

December 31, 2019, there were 6,236,094 and 6,375,178 shares of common stock issued and outstanding, respectively, excluding 26,189

and 17,501,073 shares of common stock subject to possible redemption, respectively.

— Public Warrants may only be exercised for a whole number of shares.

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NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2020

SEPTEMBER 30, 2020

The Company may redeem

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Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

LEISURE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2020

The following table

presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2020 and

December 31, 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2020

and December 31, 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair

September 30,

Cash and marketable securities held in Trust Account

3 unchanged sentences

subsequent events and transactions that occur after the balance sheet date up to the date that the condensed financial statements

Other than as described below, the Company did not identify any subsequent events that would have required adjustment

or disclosure in the condensed financial statements.

On July 16, 2020, the

Company elected to terminate the Agreement and Plan of Merger, dated December 27, 2019 (the “Merger Agreement”), with

GTWY Holdings, and a related subsidiary, GTWY Merger Sub Corp.

Pursuant to its terms, the Company had the ability to terminate

the Merger Agreement to the extent the business combination had not been completed by July 15, 2020.

Based upon this review, other than as described below, the Company did not identify any subsequent events that would

have required adjustment or disclosure in the condensed financial statements.

On October 26, 2020, the Company entered into a second amendment

to its expense advancement agreement with the Funding Parties dated December 1, 2017, as amended, to increase the total amount

of advances available to the Company under the agreement by $ 75,000 such that an aggregate of $ 200,000 was available for drawdown

following the amendment.

The Company issued unsecured promissory notes in October 2020 pursuant to the agreement, as amended, which

cover an initial aggregate drawdown amount of $ 75,000 and a maximum aggregate amount of $ 200,000 .

Amounts up to the aggregate maximum

amount may and are expected to be drawn down from time to time by the Company to fund its working capital requirements.

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-Q

Item 1. Financial Statements