What changed in this filing

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Item 1. Business

2021-03-15 compared with 2020-03-10 · 495 added, 638 removed, 440 unchanged (72% of the section changed)

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on September 11, 2017 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset

acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (a “Business Combination”).

On December 27, 2019, we entered into an

Agreement and Plan of Merger (the “Merger Agreement”), by and among us, GTWY Holdings Limited, a Canadian corporation

(“GTWY Holdings”), and GTWY Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of GTWY Holdings (“Merger

Sub”), relating to a proposed business combination transaction between our company and GTWY Holdings (the transactions contemplated

thereunder referred to as the “Transactions”).

GTWY Holdings is the direct parent of Gateway Casinos & Entertainment

Limited (“GCEL”), one of the largest and most diversified gaming and entertainment companies in Canada with 25 gaming

properties in British Columbia and Ontario.

The Transactions are described in more detail

under the section “Our Proposed Business Combination with Gateway”

acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (a “Business Combination”).

We have neither engaged in any operations nor generated any revenue to date.

Based on our business activities, we are a “shell

company” as defined under the Securities Exchange Act of 1934 (the “Exchange Act”) because we have no operations

and nominal assets consisting solely of cash and/or cash equivalents.

On January 31, 2021, we entered into an

Agreement and Plan of Merger (the “Merger Agreement”), by and among us, Ensysce, and EB Merger Sub, Inc., a Delaware

corporation and wholly owned subsidiary of LACQ (“Merger Sub”), relating to a proposed business combination transaction

between our company and Ensysce (the transactions contemplated thereunder referred to as the “Transactions”).

is a clinical stage pharmaceutical company with innovative solutions for severe pain relief while reducing the fear of and the

potential for addiction, opioid misuse, abuse and overdose.

Ensysce has also incorporated a 79.2%-owned subsidiary, Covistat Inc.

(“Covistat”), a clinical stage pharmaceutical company that is developing a compound utilized in Ensysce’s overdose

protection program for the treatment of COVID-19.

The Transactions are described in more detail under the section “Our Proposed

Business Combination with Ensysce” below.

Consummation of the Transactions contemplated

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The Merger Agreement and related agreements

are further described in the Form 8-K filed by the Company on December 31, 2019.

For additional information regarding the Merger

Agreement and the Transactions, see the Preliminary Proxy Statement on Schedule 14A filed by the Company on January 31, 2020 ,

as may be amended from time to time, and the Definitive Proxy Statement on Schedule 14A when filed by the Company.

Other than as specifically discussed, this

report does not assume the closing of the Business Combination.

On September 11, 2017, we issued an aggregate

of 7,187,500 founder shares to our initial stockholders for an aggregate purchase price of $25,000 in cash, or approximately $0.003

The number of founder shares issued was determined based on the expectation that such founder shares would represent

20% of the outstanding shares upon completion of our Initial Public Offering.

In October 2017, our Hydra sponsor transferred 203,957

shares to certain of our officers and professionals.

In October 2017, certain of our initial stockholders transferred 711,250 shares

to our strategic investor, with 355,625 shares subject to return to such stockholders if certain specified market price levels

for our common stock are exceeded following the closing of the Business Combination.

In November 2017, our Hydra sponsor transferred

an aggregate of 75,000 founder shares to our independent directors.

On December 5, 2017, in connection with the completion of our

Initial Public Offering, and on January 16, 2018, following the expiration of the underwriter’s over-allotment option, certain

of our initial stockholders forfeited 1,437,500 and 750,000 shares, respectively.

In each case, our initial stockholders forfeited

such founder’s shares so as to maintain the ownership of our initial stockholders at 20% of our outstanding shares immediately

following the consummation of our Initial Public Offering.

On December 1, 2017, the registration statement

for our IPO was declared effective.

On December 5, 2017 (the “IPO Closing Date”), we consummated our Initial Public

Offering of 20,000,000 units (“Units”), with each unit consisting of one share of our common stock, and one-half (1/2)

of one warrant, each whole warrant entitling the holder to purchase one share of common stock at a price of $11.50.

the Initial Public Offering were sold at an offering price of $10.00 per unit, generating total gross proceeds of $200,000,000.

Simultaneously with the consummation of the Initial Public Offering on December 5, 2017, we consummated a private placement of

6,825,000 Private Placement Warrants at a price of $1.00 per warrant to affiliates of our sponsors, our strategic investor and

certain members of our management team (the “Concurrent Private Placement”), which generated gross proceeds of $6,825,000.

are further described in the Form 8-K filed by us on February 2, 2021.

For additional information regarding the Merger Agreement

and the Transactions, see the Registration Statement on Form S-4 , as may be amended from time to time, and the Definitive

Proxy Statement on Schedule 14A, each when filed by us with the Securities and Exchange Commission.

Because the period of time we have to complete our Business

Combination (the “Combination Period”) will expire on June 30, 2021, it is likely that, if the proposed Business Combination

with Ensysce is not consummated, we will not be able to seek another Business Combination and we will be required to liquidate.

See “Redemption of Public Shares and Liquidation if No Business Combination.”

In addition, we

received a notice from Nasdaq as to our continued listing on Nasdaq due, in part, to our not meeting the requirement that a special

purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its registration

We were granted an extension, subject to certain milestones, through June 1, 2021 for completion of a business combination

and we could be delisted from Nasdaq if we do not complete a business combination by that date.

See “ Item 1A.

— The Nasdaq may not continue to list our securities, which could limit investors’ ability to make transactions in

our securities and subject us to additional trading restrictions” .

Other than as specifically discussed,

this report does not assume the closing of the Business Combination.

On December 5, 2017, we consummated

our initial public offering of 20,000,000 units (“Units”), with each unit consisting of one share of our common stock,

and one-half (1/2) of one warrant, each whole warrant entitling the holder to purchase one share of common stock at a price of

Simultaneously with the closing of the initial public offering, we consummated a private placement of 6,825,000 Private

Placement Warrants at a price of $1.00 per warrant to affiliates of our sponsors, our strategic investor and certain members of

our management team (the “Concurrent Private Placement”), which generated gross proceeds of $6,825,000.

Immediately following the closing of our

initial public offering and the Concurrent Private Placement, $200,000,000 of the gross proceeds from the initial public offering

and the Concurrent Private Placement was deposited in a U.S.-based Trust Account (the “Trust Account”) with Continental

Stock Transfer and Trust Company acting as trustee (the “Trustee”).

Funds held in the Trust Account have been invested

government treasury bills with a maturity of one hundred and eighty (180) days or less or in money market funds

meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company

Act”), that invest only in direct U.S.

government obligations.

We have until April 5, 2020 to complete

a Business Combination (or such later date to the extent our stockholders approve an extension)

(the “Combination Period”) (see “Special 2020 Extension Meeting”

Funds will remain in the Trust

Account until the earliest of (a) the completion of our Business Combination, (b) the redemption of any public shares properly

tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance

or timing of our obligation to redeem 100% of our public shares if we do not complete our Business Combination within the Combination

Period and (c) the redemption of our public shares if we are unable to complete our Business Combination within the Combination

Period, subject to applicable law.

Of the $6,825,000 held outside of the Trust Account, $4,000,000 was used to pay underwriting

discounts and commissions, $375,000 was used to repay notes payable to our sponsors and strategic investor and the balance was

available to pay accrued offering expenses and formation costs, legal, accounting, due diligence, travel, and other expenses in

connection with any Business Combination and continuing general and administrative expenses.

Our Units commenced trading on the Nasdaq

Capital Market under the symbol “LACQU”

on December 1, 2017.

On December 26, 2017, we announced that the holders of

our Units may elect to separately trade the Common Stock and Warrants included in the Units commencing on December 28, 2017 on

the Nasdaq Capital Market under the symbols “LACQ”

and “LACQW,”

respectively.

Those Units not separated

continued to trade under the symbol “LACQU.”

and the Concurrent Private Placement was deposited in a U.S.-based Trust Account (the “Trust Account”) with Continental

Stock Transfer and Trust Company acting as trustee (the “Trustee”).

Since the completion of the initial public offering,

our activity has been limited to the evaluation of business combination candidates and seeking to complete an initial business

In connection with special stockholders

meetings at which the completion window was extended, an aggregate of 18,775,732 public shares were redeemed for cash from the

trust account, for an aggregate redemption amount of approximately $196.4 million.

As of December 31, 2020, there was approximately

$12,628,170 held in the trust account.

Our charter, as amended, currently provides

that it will have until June 30, 2021 to complete a business combination.

Our Units, Common Stock and Warrants are

listed on Nasdaq Capital Market under the symbols “LACQU,” “LACQ,” and “LACQW,” respectively.

Our Proposed Business Combination with

Pursuant to the Merger Agreement, upon

the closing of the Transaction, each of our outstanding shares of common stock and warrants would be exchanged for the right to

receive the equivalent number of shares of common stock and warrants of GTWY Holdings.

Our initial stockholders, including the

sponsors and the strategic investor, the company and GTWY Holdings have entered into the Transaction Support Agreement pursuant

to which they have agreed to comply with certain provisions of the Merger Agreement as if such persons were original signatories

to the Merger Agreement, as well as the covenants set forth in the Transaction Support Agreement, including voting all shares owned

by them in favor of the Transactions.

The Transaction Support Agreement provides that an aggregate of 1,000,000 of the founders

shares held by certain of our initial stockholders will be forfeited, subject to the closing of the Transactions.

The Transaction

Support Agreement also provides that (i) the shares and warrants held by the initial stockholders, including the sponsors and the

strategic investor (excluding the public shares acquired by the strategic investor in our initial public offering, will be subject

to certain transfer restrictions until the earlier of the consummation of the Transaction and the termination of the Merger Agreement

in accordance with its terms, and (ii) GTWY Holdings would make certain advances to A.

Lorne Weil and Daniel B.

Silvers (our Executive

Chairman and our Chief Executive Officer) in the event that either person is subject to current U.S.

federal income tax liability

as a result of the Merger failing to qualify as a “reorganization”

within the meaning of Section 368(a) of the Code.

The Merger Agreement provides that (i)

GTWY Holdings may terminate the Merger Agreement if the Transactions are not consummated on or before the later of (a) June 1,

2020, and (b) if audited financial statements for the year ended December 31, 2019 are required to be included in the proxy statement/prospectus

relating to the Transactions under the rules and regulations of the SEC, the date that is 45 days after GTWY Holdings’

of such audited financial statements to us, and the delay in closing beyond such date is not due to the breach of the Merger Agreement

by GTWY Holdings or (ii) we may terminate the Merger Agreement if the Transactions are not consummated by July 15, 2020, in each

case provided that the delay in closing beyond such date is not primarily due to the willful breach of the Merger Agreement by

the terminating party.

Additionally, the Merger Agreement may be terminated by either us or GTWY Holdings, among other reasons,

upon a material breach of the other party if not cured within 30 days of delivery to such party of a notice of such breach.

and GTWY Holdings are each required to pay the other a termination fee in the event the Merger Agreement is terminated under certain

circumstances.

On November 26, 2019, we held a special

meeting of stockholders at which our stockholders approved extending our Combination Period deadline from December 5, 2019

to April 5, 2020 (the “Extension”).

Our public stockholders were able to elect to redeem their shares in connection

with the Extension for a pro rata portion of the amount then on deposit in the Trust Account ($10.00 per share, plus the pro rata

interest earned on the funds held in the Trust Account and not previously released to us to pay franchise and income taxes).

respect to public shares not redeemed in connection with the Special Meeting, we agreed to make a cash contribution (collectively,

the “Contributions”) of $0.03 for each public share that was not redeemed by stockholders for each monthly period or

portion thereof that is needed to complete a business combination (commencing on December 6, 2019 and on the 6th day of each

subsequent month through the end of the Extension), subject to certain conditions.

The number of shares of redeemed by public stockholders

in connection with the Extension was 1,123,749 for an aggregate cash redemption amount of approximately $11,583,500.

On December 5, 2019, we entered into

the Expense Advancement Agreement with GTWY Holdings pursuant to which GTWY Holdings committed to provide $566,288 to fund Contributions

to the Trust Account, representing the amount needed to fund the first monthly Contribution during Extension.

The Company drew

down the full amount under the 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

If we complete our initial business combination, the amount borrowed under the Expense Advancement Agreement would be

repaid out of the proceeds of the Trust Account released to it.

Otherwise, amounts borrowed under the Expense Advancement Agreement

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

Amounts borrowed pursuant to the Expense Advancement Agreement

were deposited to the Trust Account on December 6, 2019.

On January 6, 2020, we deposited $566,288

to the Trust Account to fund the required Contribution to the Trust Account for the period January 6, 2020 to February 5,

On January 15, 2020, we drew down

$1,000,000 under the Expense Advancement Agreement with our sponsors and strategic investor dated December 1, 2017 to fund general

corporate purposes in exchange for issuing unsecured promissory notes.

The notes do not bear interest.

If we complete an initial

business combination, we would repay amounts borrowed under the Expense Advancement Agreement out of the proceeds of the Trust

Account released to it;

provided, however, that the sponsors and strategic investor have the option to convert the promissory notes

into warrants at a price of $1.00 per warrant subject to the same terms and conditions as our private placement warrants.

amounts borrowed under the Expense Advancement Agreement would be repaid only out of funds held outside the Trust Account.

On each of February 4, 2020 and March 4,

2020, we deposited $566,288 into the Trust Account to fund the required Contribution to the Trust Account for the remaining monthly

periods covered by the Extension.

Ensysce is a clinical stage pharmaceutical

company with innovative solutions for severe pain relief while reducing the fear of and the potential for addiction, opioid misuse,

abuse and overdose.

Ensysce has also incorporated a 79.2%-owned subsidiary, Covistat, a clinical stage pharmaceutical company

that is developing a compound utilized in Ensysce’s overdose protection program for the treatment of COVID-19.

On January 31, 2021, we entered into the

Merger Agreement with Merger Sub, our wholly-owned subsidiary, and Ensysce, providing for, among other things, and subject to

the terms and conditions therein, a business combination between Ensysce and LACQ pursuant to the proposed merger of Merger Sub

with and into Ensysce, with Ensysce continuing as the surviving entity providing for, subject to the terms of the Merger Agreement,

total Merger consideration of no more than (i) 17,500,000 shares of our common stock (includes shares issuable on conversion of

the Ensysce convertible notes (other than up to $5,000,000 of newly issued Ensysce convertible notes (which are convertible notes

issued after the date of the Merger Agreement) and the shares underlying the Ensysce options and Ensysce warrants) plus (ii) up

to 500,000 shares of our common stock issuable in respect of the newly issued Ensysce Convertible Notes.

At the reference price of $10.00 per share

of LACQ common stock, the total Merger consideration of 17,051,830 shares of LACQ common stock (based on the number of shares

of Ensysce common stock outstanding at January 31, 2021) (excluding the shares underlying outstanding options and warrants of

Ensysce which will be automatically converted into options and warrants to acquire shares of LACQ common stock at closing of the

business combination and excluding up to 500,00 shares of LACQ common stock which may be issuable with respect to the newly issued

Ensysce convertible notes would have a value of $170,518,300.

In connection with the Merger Agreement,

officers and directors of Ensysce entered Lock-up Agreements pursuant to which they have agreed not to sell, transfer, pledge

or otherwise dispose of shares of LACQ common stock they hold or receive for certain time periods specified therein.

Further, we and sponsors entered into

a Warrant Surrender Agreement pursuant to which each of the Hydra sponsor and the Matthews Lane sponsor agreed to irrevocably

forfeit and surrender 250,000 LACQ warrants immediately prior to, and contingent upon, the closing of the Merger Agreement.

The Company is incurring significant costs

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LACQ cannot assure you that its plans to complete the Transactions will be successful.

Special 2020 Extension Meeting

We have scheduled a special meeting of

stockholders for March 26, 2020, pursuant to which we will seek stockholder approval to extend the Combination Period from April

5, 2020 to June 30, 2020 (the “Second Extension Meeting”).

Our public stockholders will be able to elect to redeem

their shares in connection with the Second Extension Meeting for a pro rata portion of the amount then on deposit in the Trust

Account ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released

to us to pay franchise and income taxes).

If we do not obtain stockholder approval and are unable to complete the Transaction by

April 5, 2020, we would wind up the Company’s affairs and liquidate.

We also have neither engaged in any operations

nor generated any revenue to date.

Based on our business activities, we are a “shell company”

as defined under the

Securities Exchange Act of 1934 (the “Exchange Act”) because we have no operations and nominal assets consisting solely

of cash and/or cash equivalents.

While we may pursue an acquisition opportunity

in any industry or sector, we intend to focus on the location-based leisure sector and leisure-related businesses, which complements

our management team’s sector and operating expertise.

The leisure and leisure-related businesses are primarily comprised

of companies providing consumer discretionary goods and services.

Target businesses that we are focused on in this sector include,

but are not limited to, those in the gaming, travel and recreation subsectors.

We believe that the experience and capabilities

of our management team will make us an attractive partner to potential target businesses, enhance our ability to complete a successful

Business Combination, and bring value to the business post-Business Combination.

Business Strategy

Our acquisition and value creation strategy

is to identify, acquire and build a company in the leisure sector that complements the experience of our management team and can

benefit from its operational expertise.

After our Business Combination, we envision our strategy may include additional mergers

and acquisitions with a focus on generating attractive risk adjusted returns for our stockholders.

We will leverage our management

team’s network of potential proprietary and public transaction sources where we believe a combination of our relationships,

knowledge and experience in the leisure sector could effect a positive transformation or augmentation of existing businesses to

improve their overall value.

We plan to utilize the network and industry

experience of Mr.

Weil, our Executive Chairman, and Mr.

Silvers, our Chief Executive Officer, our sponsors, our strategic

investor and their respective affiliates and our board of directors in seeking a Business Combination and employing our acquisition

We expect these networks will provide our management team with a robust flow of acquisition opportunities.

we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, which may include

investment market participants, certain of our stockholders, private equity groups, investment banking firms, consultants, accounting

firms and large business enterprises.

Members of our management team will communicate with their networks of relationships to articulate

the parameters for our search for a target company and a potential Business Combination and begin the process of pursuing and reviewing

potentially interesting leads.

Our Acquisition Process

In evaluating a prospective target business,

we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management

and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information

that will be made available to us.

our process involves conducting a thorough due diligence review that encompasses, among other things, meetings with incumbent

management and employees, document reviews, as well as a review of financial, operational, legal and other information made available

We will also utilize our operational and capital planning experience.

We are not prohibited from pursuing a business

combination with a company that is affiliated with our sponsors, strategic investor, officers or directors.

In the event we seek

to complete our Business Combination with a company that is affiliated with our sponsors, strategic investor, officers or directors,

we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member

of Financial Industry Regulatory Authority, or FINRA, or an independent accounting firm that our Business Combination is fair to

our company from a financial point of view.

In connection with the proposed Business Combination

with Ensysce, our officers and directors primary industry experience relates to the leisure sector and they do not have experience

with companies in the biotechnology sector

We are not prohibited from pursuing a

business combination with a company that is affiliated with our sponsors, strategic investor, officers or directors.

we seek to complete our Business Combination with a company that is affiliated with our sponsors, strategic investor, officers

or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm

that is a member of Financial Industry Regulatory Authority, or FINRA, or an independent accounting firm that our Business Combination

is fair to our company from a financial point of view.

Members of our management team and our

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or directors will materially affect our ability to complete our Business Combination.

Our 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.

Our 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.

In addition to the above, our executive

officers, including our Executive Chairman and our Chief Executive Officer, have certain duties to Inspired Entertainment, Inc.

(“Inspired”), a global gaming technology company, including but not limited to fiduciary and/or contractual duties.

As a result, our executive officers will have certain duties to offer acquisition opportunities to Inspired before we can pursue

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ascribed to the target and us in the Business Combination transaction.

For example, we could pursue a transaction in which we issue

a substantial number of new shares in exchange for all of the outstanding capital stock of a target.

In this case, we would acquire

a 100% controlling interest in the target.

However, as a result of the issuance of a substantial number of new shares, our stockholders

immediately prior to our Business Combination could own less than a majority of our outstanding shares subsequent to our Business

If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the

post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes

of the 80% of net assets test.

If the Business Combination involves more than one target business, the 80% of net assets test will

be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the Business

Combination for purposes of a tender offer or for seeking stockholder approval, as applicable.

For example, we could pursue a transaction in which we

issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target.

In this case, we would

acquire a 100% controlling interest in the target.

However, as a result of the issuance of a substantial number of new shares,

our stockholders immediately prior to our Business Combination could own less than a majority of our outstanding shares subsequent

to our Business Combination.

If less than 100% of the equity interests or assets of a target business or businesses are owned

or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will

be valued for purposes of the 80% of net assets test.

If the Business Combination involves more than one target business, the

80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses

together as the Business Combination for purposes of a tender offer or for seeking stockholder approval, as applicable.

Our Management Team

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The amount of time that any member of our management team will

devote in any time period will vary based on whether a target business has been selected for our Business Combination and the current

stage of the Business Combination process.

We believe our management team’s

operating and transaction experience and relationships with companies will provide us with a substantial number of potential Business

Combination targets.

Over the course of their careers, the members of our management team have developed a broad network of contacts

and corporate relationships around the world.

This network has grown through the activities of our management team sourcing, acquiring

and financing businesses, our management team’s relationships with sellers, financing sources and target management teams

and the experience of our management team in executing transactions under varying economic and financial market conditions.

devote in any time period will vary based on whether a target business has been selected for our Business Combination and the

current stage of the Business Combination process.

Status as a Public Company

We believe our structure will make us an

attractive business combination partner to target businesses.

As an existing public company, we offer a target business an alternative

to the traditional initial public offering through a merger or other business combination.

In this situation, the owners of the

target business would exchange their shares of stock in the target business for shares of our stock or for a combination of shares

of our stock and cash, allowing us to tailor the consideration to the specific needs of the sellers.

Although there are various

costs and obligations associated with being a public company, we believe target businesses will find this method a more certain

and cost effective method to becoming a public company than the typical initial public offering.

We believe our structure makes us an attractive

business combination partner to target businesses.

As an existing public company, we offer a target business an alternative to

the traditional initial public offering through a merger or other business combination.

In this situation, the owners of the target

business would exchange their shares of stock in the target business for shares of our stock or for a combination of shares of

our stock and cash, allowing us to tailor the consideration to the specific needs of the sellers.

Although there are various costs

and obligations associated with being a public company, we believe target businesses will find this method a more certain and

cost effective method to becoming a public company than the typical initial public offering.

In a typical initial public offering,

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extent in connection with a Business Combination with us.

Furthermore, once a proposed business combination

is completed, the target business will have effectively become public, whereas an initial public offering is always subject to

the underwriters’

ability to complete the offering, as well as general market conditions, which could delay or prevent the

offering from occurring or could have negative valuation consequences.

Once public, we believe the target business would then have

greater access to capital and an additional means of providing management incentives consistent with stockholders’

It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting

talented employees.

We are an “emerging growth company,”

as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart

Our Business Startups Act (the “JOBS Act”).

Furthermore, once a proposed business

combination is completed, the target business will have effectively become public, whereas an initial public offering is always

subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or

prevent the offering from occurring or could have negative valuation consequences.

Once public, we believe the target business

would then have greater access to capital and an additional means of providing management incentives consistent with stockholders’

It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and

aid in attracting talented employees.

We are an “emerging growth company,”

as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart

Our Business Startups Act (the “JOBS Act”).

We will remain an emerging growth company until the earlier of (1) the

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have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Financial Position

With funds available for a Business Combination

in the amount of approximately $188,312,000 as of December 31, 2019, assuming no redemptions and after payment of $7,000,000 of

deferred underwriting fees, and in addition to the proceeds from the contingent forward purchase contract to purchase units by

our strategic investor, in each case before fees and expenses associated with our Business Combination, we offer a target business

a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion

of its operations or strengthening its balance sheet by reducing its debt or leverage ratio.

Because we are able to complete our

Business Combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use

the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs

However, we have not taken any steps to secure third party financing and there can be no assurance it will be available

Contingent Forward Purchase Contract

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terms as the sale of units in our initial public offering at $10.00 per unit.

On December 27, 2019, the Contingent Forward Purchase

Contract was amended to provide that it would terminate effective upon the closing of the Transactions in connection with the proposed

business combination with GTWY Holdings.

As part of the Transactions, on December 27, 2019, the strategic investor entered into

a “Strategic Investor Subscription Agreement”, with GTWY Holdings, in similar form to and to replace the Contingent

Forward Purchase Contract with us, pursuant to which, among other things our strategic investor agreed to purchase 3,000,000 units

of GTWY Holdings’

equity securities (with each unit consisting of one share and one-half warrant of GTWY Holdings) for a

purchase price of $10.00 per unit.

The Contingent Forward Purchase Contract was waived

by our strategic investor in the connection with the proposed Business Combination with Ensysce.

Effecting our Business Combination

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We intend to effectuate our Business Combination using cash

held in the Trust Account from the proceeds of our Initial Public Offering, (from the Concurrent Private Placement), and an investment

from our strategic investor pursuant to either the Strategic Investor Subscription Agreement or Contingent Forward Purchase Contract.

We may also use our capital stock, debt or a combination of these as the consideration to be paid in our Business Combination.

We may seek to complete our Business Combination with a company or business that may be financially unstable or in its early stages

of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

held in the Trust Account from the proceeds of our Initial Public Offering.

We may also use our capital stock, debt or a combination

of these to provide capital in connection with our Business Combination.

We may seek to complete our Business Combination with

a company or business that may be financially unstable or in its early stages of development or growth, which would subject us

to the numerous risks inherent in such companies and businesses.

If our Business Combination is paid for

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in connection with our Business Combination or used for redemptions of purchases of our common stock, we may apply the balance

of the cash released to us from the Trust Account, as well as the private placement with our strategic investor described above,

for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment

of principal or interest due on indebtedness incurred in completing our Business Combination, to fund the purchase of other companies

or for working capital.

We may seek to raise additional funds through

a private offering of debt or equity securities in connection with the completion of our Business Combination, and we may effectuate

our Business Combination using the proceeds of such offering rather than using the amounts held in the Trust Account.

Subject to compliance with applicable securities

laws, we would expect to complete such financing only simultaneously with the completion of our Business Combination.

of a Business Combination funded with assets other than the Trust Account assets, our tender offer documents or proxy materials

of the cash released to us from the Trust Account, for general corporate purposes, including for maintenance or expansion of operations

of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our Business

Combination or for working capital.

We may seek to raise additional funds

through a private offering of debt or equity securities in connection with the completion of our Business Combination.

Subject to compliance with applicable

securities laws, we would expect to complete such financing only simultaneously with the completion of our Business Combination.

In the case of any financing in connection with closing of a Business Combination funded our tender offer documents or proxy materials

disclosing the Business Combination would disclose the terms of the financing and, only if required by law, we would seek stockholder

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Sources of Target Businesses

We anticipate that target business candidates

will be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups,

investment banking firms, consultants, accounting firms and large business enterprises.

Target businesses may be brought to our

attention by such unaffiliated sources as a result of being solicited by us through calls or mailings.

These sources may also introduce

us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have

read our final prospectus dated December 1, 2017 relating to our Initial Public Offering and know what types of businesses we are

Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates

that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have,

as well as attending trade shows or conventions.

In addition, we expect to receive a number of proprietary deal flow opportunities

that would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors.

Target businesses may also be brought to our attention by professional firms or other individuals that specialize in business acquisitions.

We may pay a finder’s fee, consulting fee or other compensation under an engagement determined in an arm’s length negotiation.

Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out

of the funds held in the Trust Account upon the completion of the Business Combination.

In addition, we may pay our sponsors or

strategic investor or any of our existing officers or directors, or any entity with which they are affiliated, a finder’s

fee, consulting fee or other compensation in connection with identifying, investigating and completing our Business Combination

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

We are not prohibited from pursuing our

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duties or contractual obligations that may take priority over their duties to us.

If any of our officers or directors becomes aware

of a Business Combination opportunity that is suitable for one of these entities to which he has a fiduciary or contractual obligation,

he will honor such obligation to present such opportunity to such entity rather than to us.

Our directors and officers will only

have an obligation to present an opportunity to us if such opportunity is expressly offered to such person solely in his 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.

If any of our officers or directors becomes

aware of a Business Combination opportunity that is suitable for one of these entities to which he has a fiduciary or contractual

obligation, he will honor such obligation to present such opportunity to such entity rather than to us.

Our directors and officers

will only have an obligation to present an opportunity to us if such opportunity is expressly offered to such person solely in

his 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.

Selection of a Target Business and Structuring of our Initial

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such as discounted cash flow valuation or value of comparable businesses.

If our board is not able to independently determine the

fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that

is a member of FINRA, or from an independent accounting firm, with respect to the satisfaction of such criteria.

Subject to this

requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target

businesses, although we will not be permitted to effectuate our Business Combination with another blank check company or a similar

company with nominal operations.

If our board is not able to independently determine

the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm

that is a member of FINRA, or from an independent accounting firm, with respect to the satisfaction of such criteria.

to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective

target businesses, although we will not be permitted to effectuate our Business Combination with another blank check company or

a similar company with nominal operations.

In any case, we will only complete a Business

Combination in which we own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquire a controlling

interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

If we own or acquire less than 100% of the equity interests or assets of a target business or businesses, the portion of such business

or businesses that are owned or acquired by the post-transaction company is what will be valued for purposes of the 80% of net

interest in the target sufficient for it not to be required to register as an investment company under the Investment Company

If we own or acquire less than 100% of the equity interests or assets of a target business or businesses, the portion of

such business or businesses that are owned or acquired by the post-transaction company is what will be valued for purposes of

the 80% of net assets test.

To the extent we effect our Business Combination

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The time required to select and evaluate

a target business and to structure and complete our Business Combination, and the costs associated with this process, are not currently

ascertainable with any degree of certainty.

Any costs incurred with respect to the identification and evaluation of a prospective

target business with which our Business Combination is not ultimately completed will result in our incurring losses and will reduce

the funds we can use to complete another Business Combination.

a target business and to structure and complete our Business Combination, and the costs associated with this process, are not

currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification and evaluation of

a prospective target business with which our Business Combination is not ultimately completed will result in our incurring losses

and will reduce the funds we can use to complete another Business Combination.

Lack of Business Diversification

For an indefinite period of time after

the completion of our Business Combination, the prospects for our success may depend entirely on the future performance of a single

Unlike other entities that have the resources to complete Business Combinations with multiple entities in one or several

industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a

single line of business.

By completing our Business Combination with only a single entity, our lack of diversification may:

subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our Business Combination;

cause us to depend on the marketing and sale of a single product or limited number of products or services.

Limited Ability to Evaluate the Target’s Management Team

Although we intend to closely scrutinize

the management of a prospective target business when evaluating the desirability of effecting our Business Combination with that

business, our assessment of the target business’

management may not prove to be correct.

In addition, the future management

may not have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future role of members

of our management team, if any, in the target business cannot presently be stated with any certainty.

While it is possible that

one or more of our directors will remain associated in some capacity with us following our Business Combination, it is unlikely

that any of them will devote their full efforts to our affairs subsequent to our Business Combination.

Moreover, we cannot assure

you that members of our management team will have significant experience or knowledge relating to the operations of the particular

target business.

the completion of our Business Combination, the prospects for our success will depend entirely on the future performance of a

single business.

Unlike other entities that have the resources to complete Business Combinations with multiple entities in one

or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of

being in a single line of business.

By completing our Business Combination with only a single entity, our lack of diversification

subject us to negative

economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular

industry in which we operate after our Business Combination;

cause us to depend

on the marketing and sale of a single product or limited number of products or services.

Limited Ability to Evaluate the Target’s Management Team

Although as part of our process in reviewing

potential Business Combinations, including the proposed Business Combination with Ensysce, we scrutinize the management of a prospective

target business when evaluating the desirability of effecting our Business Combination with that business, our assessment of the

target business’ management may not prove to be correct.

In addition, the future management may not have the necessary skills,

qualifications or abilities to manage a public company.

Furthermore, the future role of members of our management team, if any,

in the target business cannot presently be stated with any certainty.

While it is possible that one or more of our directors will

remain associated in some capacity with us following our Business Combination, it is unlikely that any of them will devote their

full efforts to our affairs subsequent to our Business Combination.

Moreover, we cannot assure you that members of our management

team will have significant experience or knowledge relating to the operations of the particular target business and, in connection

with the proposed Business Combination with Ensysce, our officers and directors do not have experience in connection with the

biotechnology sector.

We cannot assure you that any of our key

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stock exchange rule, or we may decide to seek stockholder approval for business or other legal reasons.

Presented in the table

below is a graphic explanation of the types of initial Business Combinations we may consider and whether stockholder approval is

currently required under Delaware law for each such transaction.

In connection with the

proposed Business Combination with Ensysce, we have determined to seek stockholder approval and stockholder approval would be

required to comply with Nasdaq rules.

Our initial stockholders and their respective affiliates, including the sponsors and the

strategic investor and directors and officers, have agreed to vote in favor of the Business Combination and have sufficient votes

to approve the Business Combination without the vote of other stockholders.

Presented in the table below is a graphic explanation

of the types of initial Business Combinations we may consider and whether stockholder approval is currently required under Delaware

law for each such transaction.

Type of Transaction

Whether Stockholder

Approval is Required

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Merger of the company with a target

Under Nasdaq’s listing rules, stockholder

approval would be required for our Business Combination if, for example:

issue shares of common stock that will be equal to or in excess of 20% of the number of shares of our common stock then outstanding;

of our directors, officers or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons

collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise

and the present or potential issuance of common stock could result in an increase in outstanding common shares or voting power

Under Nasdaq’s listing rules, stockholder approval would

be required for our Business Combination if, for example:

we issue shares

of common stock that will be equal to or in excess of 20% of the number of shares of our common stock then outstanding;

any of our directors,

officers or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively

have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and

the present or potential issuance of common stock could result in an increase in outstanding common shares or voting power

of 5% or more;

issuance or potential issuance of common stock will result in our undergoing a change of control.

the issuance or

potential issuance of common stock will result in our undergoing a change of control.

Permitted Purchases of our Securities

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elections to redeem their shares.

We do not currently anticipate that such purchases, if any, would constitute a tender offer subject

to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange

however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers

will comply with such rules.

We do not currently anticipate that such purchases, if any, would constitute a tender offer

subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under

the Exchange Act;

however, if the purchasers determine at the time of any such purchases that the purchases are subject to such

rules, the purchasers will comply with such rules.

The purpose of such purchases would be

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In addition, if such purchases are made,

the public “float”

of our common stock may be reduced and the number of beneficial holders of our securities may be

the public “float” of our common stock may be reduced and the number of beneficial holders of our securities may be

reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities

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who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.

Our initial stockholders have entered into letter agreements with us, pursuant to which they have agreed to waive their redemption

rights with respect to any founder shares and any public shares held by them in connection with the completion of our business

Manner of Conducting Redemptions

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the terms of the transaction would require us to seek stockholder approval under the law or stock exchange listing requirement.

Asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where

we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended

and restated certificate of incorporation would require stockholder approval.

Asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company

where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our

amended and restated certificate of incorporation would require stockholder approval.

If we structure a Business Combination transaction

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to seek stockholder approval for business or other legal reasons.

If a stockholder vote is not required and

we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated

If a stockholder vote is not required

and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated

certificate of incorporation:

the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers;

tender offer documents with the SEC prior to completing our Business Combination which contain substantially the same financial

and other information about the Business Combination and the redemption rights as is required under Regulation 14A of the Exchange

Act, which regulates the solicitation of proxies.

conduct the redemptions

pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers;

file tender offer

documents with the SEC prior to completing our Business Combination which contain substantially the same financial and other

information about the Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act,

which regulates the solicitation of proxies.

Upon the public announcement of our Business

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we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are

not subject to the SEC’s “penny stock”

rules) or any greater net tangible asset or cash requirement

which may be contained in the agreement relating to our Business Combination.

If public stockholders tender more shares than we

have offered to purchase, we will withdraw the tender offer and not complete the Business Combination.

not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may

be contained in the agreement relating to our Business Combination.

If public stockholders tender more shares than we have offered

to purchase, we will withdraw the tender offer and not complete the Business Combination.

If, however, stockholder approval of the

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or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation:

the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A under the Exchange Act, which regulates the

solicitation of proxies, and not pursuant to the tender offer rules;

proxy materials with the SEC.

In the event that we seek stockholder approval

of our Business Combination, we will distribute proxy materials and, in connection therewith, provide our public stockholders with

the redemption rights described above upon completion of the Business Combination.

If we seek stockholder approval, we

will complete our Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor

of the Business Combination.

A quorum for such meeting will consist of the holders present in person or by proxy of shares of

outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital

stock of the company entitled to vote at such meeting.

Our initial stockholders will count toward this quorum and have

agreed, after approval of our board, to vote their founder shares and any public shares purchased during or after our Initial

Public Offering in favor of our Business Combination.

For purposes of seeking approval of the majority of our outstanding

shares of common stock voted, non-votes will have no effect on the approval of our Business Combination once a quorum is

There are currently 23,876,251 shares of our common stock outstanding so at least 11,938,126 shares must be voted

in favor to pass the Transactions contemplated by the Merger Agreement.

Our Board, officers and other initial stockholders

and their respective affiliates (including the Sponsors and Strategic Investor) own of record and are entitled to vote an

aggregate of 6,000,000 shares and have agreed to vote in favor of the Trasnactions so only 5,938,126 public shares are

required to be voted in favor of the Transactions for it to be approved.

We intend to give not less than 10 days nor more

than 60 days prior written notice of any such meeting, if required, at which a vote shall be taken to approve our Business

These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more

likely that we will consummate our Business Combination.

Each public stockholder may elect to redeem its public shares

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

In addition, our initial stockholders have entered

into letter agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their

founder shares and public shares in connection with the completion of a Business Combination.

conduct the redemptions

in conjunction with a proxy solicitation pursuant to Regulation 14A under the Exchange Act, which regulates the solicitation

of proxies, and not pursuant to the tender offer rules;

file proxy materials

with the SEC.

In the event that we seek stockholder

approval of our Business Combination, we will distribute proxy materials and, in connection therewith, provide our public stockholders

with the redemption rights described above upon completion of the Business Combination.

If we seek stockholder approval, we will

complete our Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the

Business Combination.

A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding

capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company

entitled to vote at such meeting.

Our initial stockholders will count toward this quorum and have agreed, after approval of our

board, to vote their founder shares and any public shares purchased during or after our Initial Public Offering in favor of our

Business Combination.

For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes

will have no effect on the approval of our Business Combination once a quorum is obtained.

There are currently 6,224,268 shares

of our common stock outstanding so at least 3,112,135 shares must be voted in favor to pass the Transactions contemplated by the

Merger Agreement.

Our Board, officers and other initial stockholders and their respective affiliates (including the Sponsors and

Strategic Investor) own of record and are entitled to vote an aggregate of 6,000,000 shares and have agreed to vote in favor of

Transaction so no additional public shares are required to be voted in favor of the Transactions for it to be approved.

to give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a vote shall

be taken to approve our Business Combination.

These quorum and voting thresholds, and the voting agreements of our initial stockholders,

may make it more likely that we will consummate our Business Combination.

Each public stockholder may elect to redeem its public

shares irrespective of whether they vote for or against the proposed transaction.

Our initial stockholders and their respective

affiliates, including the sponsors and the strategic investor and directors and officers, have agreed to vote in favor of the

Business Combination and have sufficient votes to approve the Business Combination without the vote of other stockholders

Our amended and restated certificate of

incorporation provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets

to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock”

rules) or any

greater net tangible asset or cash requirement which may be contained in the agreement relating to our Business Combination.

example, the proposed Business Combination may require:

(i) cash consideration to be paid to the target or its owners, (ii) cash

to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy

other conditions in accordance with the terms of the proposed Business Combination.

In the event the aggregate cash consideration

we would be required to pay for all shares of common stock that are validly submitted for redemption plus any amount required to

to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules) or any greater net

tangible asset or cash requirement which may be contained in the agreement relating to our Business Combination.

the proposed Business Combination may require:

(i) cash consideration to be paid to the target or its owners, (ii) cash to be

transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other

conditions in accordance with the terms of the proposed Business Combination.

In the event the aggregate cash consideration we

would be required to pay for all shares of common stock that are validly submitted for redemption plus any amount required to

satisfy cash conditions pursuant to the terms of the proposed Business Combination exceed the aggregate amount of cash available

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stockholder approval of our Business Combination and we do not conduct redemptions in connection with our Business Combination

pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together

with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”

pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder,

together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”

(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than

an aggregate of 20% of the shares sold in our Initial Public Offering, which we refer to as the “Excess Shares.”

We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such

an aggregate of 20% of the shares sold in our Initial Public Offering, which we refer to as the “Excess Shares.” We

believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such

holders to use their ability to exercise their redemption rights against a proposed Business Combination as a means to force us

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Absent this provision, a public stockholder holding more than an aggregate of 20% of the shares sold in our Initial Public Offering

could threaten to exercise its redemption rights if such holder’s shares are not purchased by us or our management at a premium

to the then-current market price or on other undesirable terms.

By limiting our stockholders’

ability to redeem no more than

20% of the shares sold in our Initial Public Offering, we believe we will limit the ability of a small group of stockholders to

unreasonably attempt to block our ability to complete our Business Combination, particularly in connection with a business combination

with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

However, we would

not be restricting our stockholders’

ability to vote all of their shares (including Excess Shares) for or against our Business

could threaten to exercise its redemption rights if such holder’s shares are not purchased by us or our management at a

premium to the then-current market price or on other undesirable terms.

By limiting our stockholders’ ability to redeem

no more than 20% of the shares sold in our Initial Public Offering, we believe we will limit the ability of a small group of stockholders

to unreasonably attempt to block our ability to complete our Business Combination, particularly in connection with a business

combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against

our Business Combination.

Tendering Stock Certificates in Connection with a Tender

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We may require our public stockholders

seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”

to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials

mailed to such holders, or up to two business days prior to the vote on the proposal to approve the Business Combination in the

event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using Depository Trust Company’s

DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option.

event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using Depository Trust Company’s

DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option.

The tender offer or proxy materials, as applicable,

that we will furnish to holders of our public shares in connection with our Business Combination will indicate whether we are requiring

public stockholders to satisfy such delivery requirements.

Accordingly, a public stockholder would have from the time we send out

our tender offer materials until the close of the tender offer period, or up to two days prior to the vote on the Business Combination

if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.

the relatively short exercise period, it is advisable for stockholders to use electronic delivery of their public shares.

that we will furnish to holders of our public shares in connection with our Business Combination will indicate whether we are

requiring public stockholders to satisfy such delivery requirements.

Accordingly, a public stockholder would have from the time

we send out our tender offer materials until the close of the tender offer period, or up to two days prior to the vote on the

Business Combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its

redemption rights.

Given the relatively short exercise period, it is advisable for stockholders to use electronic delivery of

their public shares.

There is a nominal cost associated with

the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System.

transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost

on to the redeeming holder.

However, this fee would be incurred regardless of whether or not we require holders seeking to exercise

redemption rights to tender their shares.

The need to deliver shares is a requirement of exercising redemption rights regardless

of the timing of when such delivery must be effectuated.

transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this

cost on to the redeeming holder.

However, this fee would be incurred regardless of whether or not we require holders seeking to

exercise redemption rights to tender their shares.

The need to deliver shares is a requirement of exercising redemption rights

regardless of the timing of when such delivery must be effectuated.

The foregoing is different from the procedures

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In order to perfect redemption rights in connection with their business combinations, many

blank check companies would distribute proxy materials for the stockholders’

vote on a Business Combination, and a holder

blank check companies would distribute proxy materials for the stockholders’ vote on a Business Combination, and a holder

could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking

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to arrange for him or her to deliver his or her certificate to verify ownership.

As a result, the stockholder then had an “option

window”

after the completion of the business combination during which he or she could monitor the price of the company’s

As a result, the stockholder then had an “option

window” after the completion of the business combination during which he or she could monitor the price of the company’s

stock in the market.

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As a result, the redemption rights, to which stockholders

were aware they needed to commit before the stockholder meeting, would become “option”

rights surviving past the completion

were aware they needed to commit before the stockholder meeting, would become “option” rights surviving past the completion

of the business combination until the redeeming holder delivered its certificate.

The requirement for physical or electronic delivery

prior to the meeting ensures that a redeeming holder’s election to redeem is irrevocable once the business combination is

Any request to redeem such shares, once

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It is anticipated

that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after

the completion of our business combination.

that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly

after the completion of our business combination.

If our Business Combination is not approved

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to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish

public stockholders’

rights as stockholders (including the right to receive further liquidating distributions, if any), subject

to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining

stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to

provide for claims of creditors and the requirements of other applicable law.

public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any),

subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of

our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware

law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating

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the Combination Period.

Our initial stockholders have entered into

letter agreements with us, pursuant to which they have waived their rights to liquidating distributions from the Trust Account

Our initial stockholders have entered

into letter agreements with us, pursuant to which they have waived their rights to liquidating distributions from the Trust Account

with respect to any founder shares held by them if we fail to complete our Business Combination during the Combination Period.

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shares if we do not complete our Business Combination during the Combination Period, unless we provide our public stockholders

with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in

cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust

Account and not previously released to us to pay our franchise and income taxes divided by the number of then outstanding public

with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable

in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the

Trust Account and not previously released to us to pay our franchise and income taxes divided by the number of then outstanding

public shares.

However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than

(so that we are not subject to the SEC’s “penny stock”

$5,000,001 (so that we are not subject to the SEC’s “penny stock” rules).

Pursuant to our amended and restated

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We expect that all costs and expenses associated

with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the

$1,061,151 of proceeds held outside the Trust Account (as of December 31, 2019), the $1,000,000 in loans from our sponsors and

strategic investor in the aggregate (which was funded on January 15, 2020) , or provided through additional loans from our sponsors

and strategic investor, although we cannot assure you that there will be sufficient funds for such purpose.

However, if those funds

are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there

is any interest accrued in the Trust Account not required to pay franchise and income taxes on interest income earned on the Trust

Account balance, we may request the trustee to release to us an additional amount of up to $75,000 of such accrued interest to

pay those costs and expenses.

with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts held outside the Trust

Account ($49,202 as of December 31, 2020), or through advances available for drawdown from our sponsors and strategic investor

under our Expense Advancement Agreement ($75,000 as of December 31, 2020), although we cannot assure you that there will be sufficient

funds for such purpose.

However, if those funds are not sufficient to cover the costs and expenses associated with implementing

our plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay franchise and

income taxes on interest income earned on the Trust Account balance, we may request the trustee to release to us an additional

amount of up to $75,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds

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without taking into account interest, if any, earned on the Trust Account, the per-share redemption amount received by stockholders

upon our dissolution would be approximately $10.35 (as of December 31, 2019).

The proceeds deposited in the Trust Account could,

however, become subject to the claims of our creditors that would have higher priority than the claims of our public stockholders.

We cannot assure you that the actual per-share redemption amount received by stockholders will not be substantially less than $10.00.

Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision

for payments to be made in full, as applicable, if there are sufficient assets.

These claims must be paid or provided for before

we make any distribution of our remaining assets to our stockholders.

While we intend to pay such amounts, if any, we cannot assure

you that we will have funds sufficient to pay or provide for all creditors’

upon our dissolution would be approximately $10.00.

The proceeds deposited in the Trust Account could, however, become subject

to the claims of our creditors that would have higher priority than the claims of our public stockholders.

We cannot assure you

that the actual per-share redemption amount received by stockholders will not be substantially less than $10.00.

Under Section

281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments

to be made in full, as applicable, if there are sufficient assets.

These claims must be paid or provided for before we make any

distribution of our remaining assets to our stockholders.

While we intend to pay such amounts, if any, we cannot assure you that

we will have funds sufficient to pay or provide for all creditors’ claims.

Although we will seek to have all vendors,

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our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third

party that has not executed a waiver if management believes that such third party’s engagement would be significantly more

beneficial to us than any alternative.

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In addition, there is no guarantee that

such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts

or agreements with us and will not seek recourse against the Trust Account for any reason.

Each sponsor has agreed that it will

be liable to us, jointly and severally, if and to the extent any claims by a vendor (other than our independent public accountants)

for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction

agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per

public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the

trust assets, in each case net, of the amount of interest which may be withdrawn to pay our franchise and income tax obligations,

except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except

as to any claims under our indemnity of the underwriters of our Initial Public Offering against certain liabilities, including

liabilities under the Securities Act.

In the event that an executed waiver is deemed to be unenforceable against a third party,

then our sponsors will not be responsible to the extent of any liability for such third party claims We have not independently

verified whether each sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsors’

such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations,

contracts or agreements with us and will not seek recourse against the Trust Account for any reason.

Each sponsor has agreed that

it will be liable to us, jointly and severally, if and to the extent any claims by a vendor (other than our independent public

accountants) for services rendered or products sold to us, or a prospective target business with which we have discussed entering

into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such

lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions

in value of the trust assets, in each case net, of the amount of interest which may be withdrawn to pay our franchise and income

tax obligations, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust

Account and except as to any claims under our indemnity of the underwriters of our Initial Public Offering against certain liabilities,

including liabilities under the Securities Act.

In the event that an executed waiver is deemed to be unenforceable against a third

party, then our sponsors will not be responsible to the extent of any liability for such third party claims We have not independently

verified whether each sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsors’ only

substantive assets are securities of our company.

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Therefore, we cannot assure you that our sponsors would be able to satisfy those obligations.

As a result, if any such claims were

successfully made against the Trust Account, the funds available for our Business Combination and redemptions could be reduced

As a result, if any such claims

were successfully made against the Trust Account, the funds available for our Business Combination and redemptions could be reduced

to less than $10.00 per public share.

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us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the Trust

Account are reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as

of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount

of interest which may be withdrawn to pay our franchise and income tax obligations and each sponsor asserts that it is unable to

satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent

directors would determine whether to take legal action against our sponsors to enforce its indemnification obligations.

currently expect that our independent directors would take legal action on our behalf against our sponsors to enforce its indemnification

obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so

if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable

or if the independent directors determine that a favorable outcome is not likely.

We have not asked our sponsors to reserve for

such indemnification obligations and we cannot assure you that our sponsors would be able to satisfy those obligations.

we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00

per public share.

In the event that the proceeds in the

Trust Account are reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account

as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the

amount of interest which may be withdrawn to pay our franchise and income tax obligations and each sponsor asserts that it is

unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim,

our independent directors would determine whether to take legal action against our sponsors to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal action on our behalf against our sponsors to enforce

its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may

choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative

to the amount recoverable or if the independent directors determine that a favorable outcome is not likely.

We have not asked

our sponsors to reserve for such indemnification obligations and we cannot assure you that our sponsors would be able to satisfy

those obligations.

Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption

price will not be less than $10.00 per public share.

We will seek to reduce the possibility

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liabilities, including liabilities under the Securities Act.

As of December 31, 2019, we have access to up to approximately $1.1

million from the proceeds of our Initial Public Offering and the Concurrent Private Placement with which to pay any such potential

claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately

In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient,

stockholders who received funds from our Trust Account could be liable for claims made by creditors.

As of December 31, 2020, we have approximately $49,000 available

to us outside the Trust Account with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently

estimated to be no more than approximately $75,000).

In the event that we liquidate and it is subsequently determined that the

reserve for claims and liabilities is insufficient, stockholders who received funds from our Trust Account could be liable for

claims made by creditors.

Under the DGCL, stockholders may be held

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against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day

waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating

distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the

stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a

liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed

to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

Furthermore, if the pro rata portion of

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(i) cease all operations

except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem

the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including

interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes

(less up to $75,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption

will completely extinguish public stockholders’

rights as stockholders (including the right to receive further liquidating

distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject

to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations

under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Accordingly, it is our intention

to redeem our public shares as soon as reasonably possible following the Combination Period and, therefore, we do not intend to

comply with those procedures.

As such, our stockholders could potentially be liable for any claims to the extent of distributions

received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

Because we will not be complying with Section

280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our

payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent 10 years.

However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching

for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment

bankers, etc.) or prospective target businesses.

As described above, pursuant to the obligation contained in our underwriting agreement,

we will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses or other

entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to

any monies held in the Trust Account.

As a result of this obligation, the claims that could be made against us are significantly

limited and the likelihood that any claim that would result in any liability extending to the Trust Account is remote.

our sponsors may be liable only to the extent necessary to ensure that the amounts in the Trust Account are not reduced below (i)

$10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation

of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest withdrawn to pay

our franchise and income tax obligations and will not be liable as to any claims under our indemnity of the underwriters of our

Initial Public Offering against certain liabilities, including liabilities under the Securities Act.

In the event that an executed

waiver is deemed to be unenforceable against a third party, our sponsors will not be responsible to the extent of any liability

for such third-party claims.

except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter,

redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account

including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income

taxes (less up to $75,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which

redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further

liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,

subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case

to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

it is our intention to redeem our public shares as soon as reasonably possible following the Combination Period and, therefore,

we do not intend to comply with those procedures.

As such, our stockholders could potentially be liable for any claims to the

extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third

anniversary of such date.

Because we will not be complying with

Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide

for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent

However, because we are a blank check company, rather than an operating company, and our operations will be limited

to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as

lawyers, investment bankers, etc.) or prospective target businesses.

As described above, pursuant to the obligation contained

in our underwriting agreement, we will seek to have all vendors, service providers (other than our independent auditors), prospective

target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or

claim of any kind in or to any monies held in the Trust Account.

As a result of this obligation, the claims that could be made

against us are significantly limited and the likelihood that any claim that would result in any liability extending to the Trust

Account is remote.

Further, our sponsors may be liable only to the extent necessary to ensure that the amounts in the Trust Account

are not reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of

the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount

of interest withdrawn to pay our franchise and income tax obligations and will not be liable as to any claims under our indemnity

of the underwriters of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act.

In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsors will not be responsible

to the extent of any liability for such third-party claims.

If we file a bankruptcy petition or an

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bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under

applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer”

or a “fraudulent conveyance.”

applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.”

As a result, a bankruptcy court could seek to recover all amounts received by our stockholders.

Furthermore, our board may be viewed

as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our

company to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors.

Furthermore, our board may be

viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself

and our company to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims

of creditors.

We cannot assure you that claims will not be brought against us for these reasons.

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In no other circumstances will a stockholder have any right or interest of any kind to or in the Trust Account.

the event we seek stockholder approval in connection with our Business Combination, a stockholder’s voting in connection

with the Business Combination alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata

share of the Trust Account.

the event we seek stockholder approval in connection with our Business Combination, a stockholder’s voting in connection

with the Business Combination alone will not result in a stockholder’s redeeming its shares to us for an applicable pro

rata share of the Trust Account.

Such stockholder must have also exercised its redemption rights described above.

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If we seek to amend any provisions of our amended and restated certificate of incorporation

relating to stockholders’

rights or pre-Business Combination activity, we will provide dissenting public stockholders with

relating to stockholders’ rights or pre-Business Combination activity, we will provide dissenting public stockholders with

the opportunity to redeem their public shares in connection with any such vote.

Our initial stockholders have agreed to waive any

redemption rights with respect to their founder shares and public shares in connection with the completion of our Business Combination.

Our initial stockholders have agreed to waive

any redemption rights with respect to their founder shares and public shares in connection with the completion of our Business

Specifically, our amended and restated certificate of incorporation provides, among other things, that:

to the consummation of our Business Combination, we shall either (1) seek stockholder approval of our Business Combination at

a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or

against the proposed Business Combination, into their pro rata share of the aggregate amount then on deposit in our Trust Account,

including interest (which interest shall be net of taxes payable) or (2) provide our public stockholders with the opportunity

to tender their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal

to their pro rata share of the aggregate amount then on deposit in our Trust Account, including interest (which interest shall

be net of taxes payable) in each case subject to the limitations described herein;

will consummate our Business Combination only if we have net tangible assets of at least $5,000,001 upon such consummation and,

solely if we seek stockholder approval, a majority of the outstanding shares of common stock voted are voted in favor of the Business

our Business Combination is not consummated during the Combination Period, then our existence will terminate and we will distribute

all amounts in our Trust Account;

to our Business Combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i)

receive funds from our Trust Account or (ii) vote on any Business Combination.

prior to the consummation

of our Business Combination, we shall either (1) seek stockholder approval of our Business Combination at a meeting called

for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against the

proposed Business Combination, into their pro rata share of the aggregate amount then on deposit in our Trust Account, including

interest (which interest shall be net of taxes payable) or (2) provide our public stockholders with the opportunity to tender

their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their

pro rata share of the aggregate amount then on deposit in our Trust Account, including interest (which interest shall be net

of taxes payable) in each case subject to the limitations described herein;

we will consummate

our Business Combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, solely if

we seek stockholder approval, a majority of the outstanding shares of common stock voted are voted in favor of the Business

if our Business

Combination is not consummated during the Combination Period, then our existence will terminate and we will distribute all

amounts in our Trust Account;

prior to our Business

Combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds

from our Trust Account or (ii) vote on any Business Combination.

These provisions cannot be amended without

the approval of holders of 65% of our common stock.

In the event we seek stockholder approval in connection with our Business Combination,

our amended and restated certificate of incorporation provides that we may consummate our Business Combination only if approved

by a majority of the shares of Capital Stock voted by our stockholders voting at a duly held stockholders meeting.

In the event we seek stockholder approval in connection with our Business

Combination, our amended and restated certificate of incorporation provides that we may consummate our Business Combination only

if approved by a majority of the shares of Capital Stock voted by our stockholders voting at a duly held stockholders meeting.

In identifying, evaluating and selecting

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available to us for our Business Commination and our outstanding warrants, and the future dilution they potentially represent,

way not be viewed favorably by certain target businesses.

may not be viewed favorably by certain target businesses.

Either of these factors may place us at a competitive disadvantage in

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Combination, there will be, in all likelihood, intense competition from competitors of the target business.

Subsequent to our Business

Combination, we may not have the resources or ability to compete effectively.

Subsequent to our

Business Combination, we may not have the resources or ability to compete effectively.

We currently have four officers.

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of their time as they deem necessary to our affairs until we have completed our Business Combination.

The amount of time that any

such person will devote in any time period will vary based on whether a target business has been selected for our Business Combination

and the current stage of the Business Combination process.

The amount of time that

any such person will devote in any time period will vary based on whether a target business has been selected for our Business

Combination and the current stage of the Business Combination process.

Periodic Reporting and Financial Information

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Such reports and other information filed by the Company with the SEC are available

free of charge through the Investors link on our website at www.leisureacq.com and on the SEC’s website at www.sec.gov.

The contents of these websites are not incorporated into this filing.

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to be inactive textual references only.

We are an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

As such, we are eligible to take advantage of certain

exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth

companies”

including, but not limited to, not being required to comply with the auditor attestation requirements of Section

exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth

companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section

404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy

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In addition, Section 107 of the JOBS Act

also provides that an “emerging growth company”

can take advantage of the extended transition period provided in Section

also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section

7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging growth

company”

can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

In other words, an “emerging growth

company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We intend to take advantage of the benefits of this extended transition period.

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we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which

means the market value of Common Stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the

date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

References herein

to “emerging growth company”

shall have the meaning associated with it in the JOBS Act.

means the market value of Common Stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2)

the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller

reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain

reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common stock held

by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter, or (ii) our annual revenues exceeded

$100 million during such completed fiscal year and the market value of common stock held by non-affiliates exceeds $700 million

as of the end of that year’s second fiscal quarter.

We will provide stockholders with audited

financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials sent

to stockholders to assist them in assessing the target business.

In all likelihood, these financial statements will need to be

prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America (“GAAP”)

or international financing reporting standards (“IFRS”) as promulgated by the International Accounting Standards Board

(“IASB”) depending on the circumstances and the historical financial statements may be required to be audited in accordance

with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”).

We cannot assure you

that any particular target business identified by us as a potential acquisition candidate will have financial statements prepared

in accordance with GAAP or IFRS or that the potential target business will be able to prepare its financial statements in accordance

with GAAP or IFRS.

To the extent that this requirement cannot be met, we may not be able to acquire the proposed target business.

While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will be material.

financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials

sent to stockholders to assist them in assessing the target business.

In all likelihood, these financial statements will need

to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America

(“GAAP”) or international financing reporting standards (“IFRS”) as promulgated by the International Accounting

Standards Board (“IASB”) depending on the circumstances and the historical financial statements may be required to

be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”).

We cannot assure you that any particular target business identified by us as a potential acquisition candidate will have financial

statements prepared in accordance with GAAP or IFRS or that the potential target business will be able to prepare its financial

statements in accordance with GAAP or IFRS.

To the extent that this requirement cannot be met, we may not be able to acquire the

proposed target business.

While this may limit the pool of potential acquisition candidates, we do not believe that this limitation

will be material.

We are required to evaluate our internal

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As long as we

maintain our status as an “emerging growth company,”

we will not be required to comply with the independent registered

maintain our status as an “emerging growth company,” we will not be required to comply with the independent registered

public accounting firm attestation requirement on our internal control over financial reporting.

The fact that we are a blank check

company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public

companies because a target company with which we seek to complete our business combination may not be in compliance with the provisions

of the Sarbanes-Oxley Act regarding adequacy of its internal controls.

A target company’s ability to achieve compliance with

the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

The fact that we are a blank

check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other

public companies because a target company with which we seek to complete our business combination may not be in compliance with

the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls.

A target company’s ability to achieve

compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

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 1. Business