What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-03-15 compared with 2020-03-10 · 38 added, 342 removed, 20 unchanged (95% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Market for Registrant’s

Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Market Information

Our units, common stock and warrants are

traded on the Nasdaq Capital Market under the symbols “LACQU,”

“LACQ”

and “LACQW,”

respectively.

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

Our units commenced public trading on December 1, 2017, and our common stock and warrants commenced public trading on December

On March 1, 2021, there was one holder

of record of our units, 17 holders of record of shares of our common stock and seven holders of record of our warrants.

of record of our units, 17 holders of record of shares of our common stock and nine holders of record of our warrants.

number does not include beneficial owners whose units, shares and/or warrants were held in street name (e.g., all of the public

2 unchanged sentences

This number of holders of record also does not include holders whose securities may be held in trust by other entities.

believes our company has in excess of 300 beneficial holders of its securities.

We have not paid any cash dividends on

5 unchanged sentences

the discretion of our board of directors at such time.

In addition, our board of directors is not currently contemplating and does

not anticipate declaring any stock dividends in the foreseeable future.

Further, if we incur any indebtedness in connection with

our Business Combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection

In addition, our board of directors is not currently contemplating and

does not anticipate declaring any stock dividends in the foreseeable future.

Further, if we incur any indebtedness in connection

with our Business Combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection

Authorized for Issuance under Equity Compensation Plans

of Unregistered Securities;

Sales of Unregistered Securities;

Use of Proceeds from Registered Offerings

On September 11, 2017, we issued 7,187,500

shares of common stock to the Initial Stockholders in connection with our organization pursuant to the exemption from registration

contained in Section 4(a)(2) of the Securities Act as the shares were sold to an accredited investor.

The shares issued were sold

for an aggregate offering price of $25,000 at an average purchase price of approximately $0.003 per share.

On December 5, 2017, we consummated our

Initial Public Offering of 20,000,000 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.

No fractional

shares will be issued upon exercise of the warrants.

If, upon exercise of the warrants, a holder would be entitled to receive a

fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares of common stock

to be issued to the warrant holder.

Each warrant will become exercisable on the later of 30 days after the completion of our Business

Combination or 12 months from the closing of the Initial Public Offering.

However, if we do not complete a Business Combination

within the period allotted to complete the Business Combination, the warrants will expire at the end of such period.

unable to deliver registered shares of common stock to the holder upon exercise of warrants issued in connection with the 20,000,000

units during the exercise period, there will be no net cash settlement of these warrants and the warrants will expire worthless,

unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement.

The warrants will expire

five years after the completion of our Business Combination or earlier upon redemption or liquidation.

Once the warrants issued

in connection with the Initial Public Offering become exercisable, we may redeem those outstanding warrants in whole and not in

part at a price of $0.01 per warrant upon a minimum of 30 days’

prior written notice of redemption, but if, and only if,

the last sale price of our common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period

ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.

The units in the Initial Public Offering

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

Morgan Stanley & Co., LLC

acted as the book running manager and EarlyBirdCapital, Inc.

acted as lead manager of the offering.

The securities sold in the

offering were registered under the Securities Act on registration statement on Form S-1 (No.

The SEC declared the

registration statement effective on December 1, 2017.

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, HG Vora and certain members of our management team (the “Purchasers”),

generating total proceeds of $6,825,000.

The Private Placement Warrants are the same as the warrants sold in the Initial Public

Offering, except that the Private Placement Warrants (i) will be non-redeemable so long as they are held by the Purchasers or their

permitted transferees and (ii) may be exercisable on a cashless basis.

In addition, the Private Placement Warrants and their underlying

securities will not be transferable, assignable or salable until 30 days after the consummation of the Business Combination.

securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Purchasers

are accredited investor for purposes of Rule 501 of Regulation D.

We paid a total of $4,000,000 in underwriting

discounts and commissions and $548,735 for other costs and expenses related to the Initial Public Offering.

In addition, the underwriters

agreed to defer $7,000,000 in underwriting discounts and commissions, and up to this amount will be payable upon consummation of

the Business Combination.

After deducting the underwriting discounts and commissions (excluding the deferred portion of $7,000,000

in underwriting discounts and commissions, which will be released from the Trust Account upon consummation of the Business Combination,

if consummated) and the estimated offering expenses, the total net proceeds from our Initial Public Offering and the private placement

was $202,276,265, of which $200,000,000 (or $10.00 per unit sold in the Initial Public Offering) was placed in the Trust Account.

There has been no material change in the

planned use of proceeds from our Initial Public Offering as described in our final prospectus dated December 1, 2017 which was

filed with the SEC.

On December 5,

2017, we consummated our Initial Public Offering of 20,000,000 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

The units in the Initial Public Offering were sold at an offering price of $10.00 per unit, generating total gross proceeds

of $200,000,000.

Morgan Stanley & Co., LLC acted as the book running manager and EarlyBirdCapital, Inc.

acted as lead manager

of the offering.

The securities sold in the offering were registered under the Securities Act on registration statement on Form

The SEC declared the registration statement effective on December 1, 2017.

We paid a total

of $4,000,000 in underwriting discounts and commissions and $548,735 for other costs and expenses related to the Initial Public

In addition, the underwriters agreed to defer $7,000,000 in underwriting discounts and commissions, and up to this amount

will be payable upon consummation of the Business Combination.

After deducting the underwriting discounts and commissions (excluding

the deferred portion of $7,000,000 in underwriting discounts and commissions, which will be released from the Trust Account upon

consummation of the Business Combination, if consummated) and the estimated offering expenses, the total net proceeds from our

Initial Public Offering and the private placement was $202,276,265, of which $200,000,000 (or $10.00 per unit sold in the Initial

Public Offering) was placed in the Trust Account.

In connection with special stockholders

meetings at which the completion window for a Business Combination 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.

In addition, On January 31, 2021, the underwriters agreed

to reduce the total deferred underwriting fee that is to be paid to such underwriters upon the consummation of our Business Combination

to $2,000,000, which have the right, under certain situations, to pay in the form of our common stock.

has been no material change in the planned use of proceeds from our Initial Public Offering as described in our final prospectus

dated December 1, 2017 which was filed with the SEC.

of Equity Securities by the Issuer and Affiliated Purchasers

1 unchanged sentence

Not required for smaller reporting companies.

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

The following discussion and analysis of

our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto

contained elsewhere in this report.

Certain information contained in the discussion and analysis set forth below includes forward-looking

statements that involve risks and uncertainties.

We are a blank check company incorporated

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

stock purchase, recapitalization, reorganization or similar business combination with one or more target businesses.

to effectuate our Business Combination using cash from the proceeds of our Initial Public Offering, the sale of the Private Placement

Warrants that occurred simultaneously with the completion of our Initial Public Offering, the sale of the Private Placement Units

under the Contingent Forward Purchase Contract, if any, our capital stock, debt or a combination of cash, stock and debt.

The issuance of additional

shares of our stock in a Business Combination:

may significantly dilute the equity interest of investors;

may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock;

could cause a change in control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us;

may adversely affect prevailing market prices for our common stock and/or warrants.

Similarly, if we issue debt

securities, it could result in:

default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

our inability to pay dividends on our common stock;

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy;

other purposes and other disadvantages compared to our competitors who have less debt.

We are incurring significant costs in the

pursuit of our acquisition plans.

We cannot assure you that our plans to complete a Business Combination will be successful.

Recent Developments

On November 26, 2019, the Company

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

any pro rata interest earned on the funds held in the Trust Account and not previously released to us to pay franchise and income

With respect to public shares not redeemed in connection with the Special Meeting, we agreed to make 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, the Company entered

into the Expense Advancement Agreement with GTWY pursuant to which GTWY Holding 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 December 27, 2019, the Company

entered into an agreement to consummate the Transactions with GTWY Holdings.

The consummation of the Transactions is conditioned

upon, among other things, the approval of our stockholders having been obtained, the approval of the Arrangement under Section 192

of the CBCA by the Supreme Court of British Columbia, the expiration or termination of the applicable waiting period under any

applicable competition laws, the receipt of any required third party or governmental consents or approvals and the expiration or

termination of the applicable waiting period under any applicable competition laws.

On January 6, 2020, the Company 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.

The Company is incurring significant costs

in the pursuit of its acquisition plans.

We may be required to seek additional resources in the future to fund general corporate

purposes and cannot assure you that our 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.

Results of Operations

Our only activities from inception to December

31, 2019 were organizational activities and those necessary to prepare for the Initial Public Offering, identifying a target for

our Business Combination and activities in connection with the Transactions.

We do not expect to generate any operating revenues

until after the completion of our Business Combination.

We generate non-operating income in the form of interest income on marketable

We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing

compliance), as well as for due diligence and transaction expenses in connection with completing a Business Combination.

For the year ended December 31, 2019, we

had net income of $365,954, which consists of interest income on marketable securities held in the Trust Account of $4,249,828

offset by operating costs of $3,328,674 and a provision for income taxes of $555,200.

For the year ended December 31, 2018, we

had net income of $2,122,033, which consists of interest income on marketable securities held in the Trust Account of $3,626,792

and an unrealized gain on marketable securities held in our Trust Account of $8,397, offset by operating costs of $1,559,245, and

a provision for income taxes of $553,916.

In addition, we received a $600,005 reimbursement of due diligence expenses that we incurred

in connection with evaluating a potential Business Combination that did not materialize.

Liquidity and Capital Resources

As of December 31, 2019, we had marketable

securities held in the Trust Account of $195,312,177 (including approximately $5,983,000 of interest income) consisting of U.S.

treasury bills with a maturity of 180 days or less.

Interest income on the Trust Account will be used by us to pay franchise and

income taxes.

Through December 31, 2019, we withdrew $1,674,792 of interest earned on the Trust Account to pay franchise and income

taxes, of which $836,205 was withdrawn during the year ended December 31, 2019.

We intend to use substantially all of the

funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting

commissions and interest income that is used to pay franchise and income taxes) to complete our Business Combination.

To the extent

that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining

proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses,

make other acquisitions and pursue our growth strategies.

As of December 31, 2019, we had cash of

$1,061,151 held outside the Trust Account.

We intend to use the funds held outside the Trust Account primarily to identify and

evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants

or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material

agreements of prospective target businesses, and structure, negotiate and complete a Business Combination, and we have also used

such funds to make Contributions to the Trust Account in connection with the Extension (see “Recent Developments”

For the year ended December 31, 2019, cash

used in operating activities was $1,424,792.

Net income of $365,954 was affected by interest earned on marketable securities held

in the Trust Account of $4,249,828 and a deferred tax benefit of $1,764.

Changes in operating assets and liabilities provided $2,460,846

of cash from operating activities.

For the year ended December 31, 2018, cash

used in operating activities was $1,238,263.

Net income of $2,122,033 was offset by interest earned on marketable securities held

in the Trust Account of $3,626,792, an unrealized gain on marketable securities held in our Trust Account of $8,397 and a deferred

tax provision of $1,764.

Changes in operating assets and liabilities provided $273,129 of cash from operating activities.

On December 5, 2019, the Company entered

into the Expense Advancement Agreement with GTWY pursuant to which GTWY Holding 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 December 1, 2017, HG Vora entered into

a contingent forward purchase contract with us to purchase, in a private placement for gross proceeds of $62,500,000 to occur concurrently

with the consummation of our Business Combination, 6,250,000 Units on the same terms as the sale of Units in the Initial Public

Offering at $10.00 per unit.

The funds from the sale of the Private Placement Units may be used as part of the consideration to

the sellers in the Business Combination;

any excess funds from the Private Placement Units may be used for working capital in the

post-transaction company.

This commitment is independent of the percentage of stockholders electing to redeem their shares and

provides us with an increased minimum funding level for the Business Combination.

HG Vora’s obligation to purchase our Units

under the contingent forward purchase contract is contingent upon, among other things, HG Vora approving the Business Combination,

which approval can be withheld for any reason.

The contingent forward purchase contract was amended in connection with the Transactions

with GTWY Holdings such that it would terminate contingent upon the closing.

In place of the contingent forward purchase contract,

HG Vora entered into the Strategic Investor Subscription Agreement with GTWY Holdings, pursuant to which it agreed to purchase,

in a private placement for gross proceeds of $30,000,000 to occur concurrently with closing of the Transactions, 3,000,000 units

in GTWY Holdings on substantially the same terms as the sale of Units in our Initial Public Offering at $10.00 per unit.

On January 15, 2020, we issued the promissory

notes to our sponsors and the strategic investor in the aggregate amount of $1,000,000 pursuant to our drawdown under the Expense

Advancement Agreement.

The promissory notes do not bear any interest.

The funds received may be used by us to fund our working

capital requirements and to fund required contributions to the trust account in connection with the previously approved extension

of the date by which we must complete an initial business combination.

If we complete an initial business combination, we would

repay such loaned amounts.

In the event that we are unable to complete an initial business combination, we may use a portion of

the working capital held outside he trust account to repay such loaned amounts but no proceeds from the trust account would be

used for such repayment.

The loans are convertible into warrants to purchase shares of common stock, at a price of $1.00 per warrant,

at the option of the funding parties.

The warrants would be identical to Private Placement Warrants.

We do not believe we will need to raise

additional funds in order to meet the expenditures required for operating our business.

However, if our estimate of the costs of

identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination and making Contributions

to the Trust Account in connection with the Extension are less than the actual amounts necessary to do so, we may have insufficient

funds available to operate our business prior to our Business Combination.

Moreover, we may need to obtain additional financing

either to complete our Business Combination (including making Contributions to the Trust Account in connection with the Extension)

or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination,

in which case we may issue additional securities or incur debt in connection with such Business Combination.

Subject to compliance

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

If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced

to cease operations and liquidate the Trust Account.

In addition, following our Business Combination, if cash on hand is insufficient,

we may need to obtain additional financing in order to meet our obligations.

Off-Balance Sheet Financing Arrangements

As of December 31, 2019, we have no obligations,

assets or liabilities which would be considered off-balance sheet arrangements.

We do not participate in transactions that create

relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would

have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance

sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or

purchased any non-financial assets.

Contractual Obligations

As of December 31, 2019, we do not have

any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to

pay our Hydra sponsor a monthly fee of up to $10,000 for office space, utilities and secretarial and administrative support provided

We began incurring these fees on December 1, 2017 and will continue to incur these fees monthly until the earlier of the

completion of the Business Combination and our liquidation.

The underwriters are entitled to underwriting

discounts and commissions of 5.5%, of which 2.0% ($4,000,000) was paid at the closing of the Initial Public Offering, and 3.5%

($7,000,000) was deferred.

The deferred discount will become payable to the underwriters from the amounts held in the Trust Account

solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

The underwriters

are not entitled to any interest accrued on the deferred discount.

Critical Accounting Policies

The preparation of financial statements

and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management

to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and

liabilities at the date of the financial statements, and income and expenses during the periods reported.

Actual results could

materially differ from those estimates.

We have identified the following critical accounting policies:

Common stock subject to possible redemption

We account for our common stock subject

to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing

Liabilities from Equity.”

Common stock subject to mandatory redemption is classified as a liability instrument and is measured

at fair value.

Conditionally redeemable common stock (including common stock that features redemption rights that are either within

the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified

as temporary equity.

At all other times, common stock is classified as stockholders’

Our common stock features certain

redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events.

common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’

equity section of our balance sheet.

Net loss per common share

We apply the two-class method in calculating

earnings per share.

Common stock subject to possible redemption which is not currently redeemable and is not redeemable at fair

value, has been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate

in their pro rata share of the Trust Account earnings.

Our net income is adjusted for the portion of income that is attributable

to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not our

income or losses.

Recent Accounting Pronouncements

Management does not believe that any recently

issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our financial statements.

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 5. Market for Registrant’s Common Equity