2.	Organization and Business Operations

Incorporation

The Company was incorporated under the name Levy Acquisition Corp. in Delaware on August 2, 2013 and, in connection with the closing of a business combination between the Company and Del Taco Holdings, Inc. (see Note 10), the Company changed its name to Del Taco Restaurants, Inc. by filing a Second Amended and Restated Certificate of Incorporation on June 30, 2015.

Sponsor

The Company’s sponsor was Levy Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). Members of the Sponsor include Sophia Stratton, the Company’s former Chief Financial Officer and Treasurer; Claire P. Murphy, the Company’s former General Counsel and Corporate Secretary; Michael R. Wallach, the Company’s former Vice President of Acquisitions; and Adam Cummis, the Company’s former Vice President of Restaurants and Hospitality. In addition, Ari B. Levy, the Company’s former President and Chief Investment Officer and a member of the Company’s Board of Directors, and Steven C. Florsheim, the Company’s former Executive Vice President and Chief Acquisitions Officer and a former member of the Company’s Board of Directors, are beneficiaries of trusts that are members of the Sponsor. The managing member of the Sponsor is Levy Family Partners, LLC (“Levy Family Partners”). Lawrence F. Levy, the Company’s former Chief Executive Officer and the Chairman of the Company’s Board of Directors, Steven C. Florsheim, Ari B. Levy and Sophia Stratton are the managers of Levy Family Partners.

Fiscal Year End

On June 3, 2015, prior to the closing of a business combination with Del Taco Holdings, Inc., the Company changed its fiscal year to correspond with the fiscal year of Del Taco Holdings, Inc. so that it now operates on a 52- or 53-week fiscal year ending on the Tuesday closest to December 31 for financial reporting purposes. Fiscal year 2015 will be a 52-week period. In a 52-week fiscal year, the first, second and third quarters each include 12 weeks of operations and the fourth quarter includes 16 weeks of operations. Fiscal 2015 commenced on December 31, 2014 and will end December 29, 2015. For fiscal 2015, the fiscal quarters are as follows:

First Fiscal Quarter 2015: December 31, 2014 – March 24, 2015

Second Fiscal Quarter 2015: March 25, 2015 – June 16, 2015

Third Fiscal Quarter 2015: June 17, 2015 – September 8, 2015

Fourth Fiscal Quarter 2015: September 9, 2015 – December 29, 2015

Fiscal 2014 commenced on January 1, 2014 and ended December 30, 2014. For fiscal 2014, the fiscal quarters were as follows:

First Fiscal Quarter 2014: January 1, 2014 – March 25, 2014

Second Fiscal Quarter 2014: March 26, 2014 – June 17, 2014

Third Fiscal Quarter 2014: June 18, 2014 – September 9, 2014

Fourth Fiscal Quarter 2014: September 10, 2014 – December 30, 2014

Business Purpose

The Company was formed as a blank check company with no operations and as a vehicle to effect an initial business combination (a “Business Combination”) with one or more operating businesses. After the closing of the Company’s business combination on June 30, 2015, the Company became a holding company whose assets primarily consist of shares of its wholly owned subsidiary, Del Taco Holdings, Inc., a Delaware corporation (“DTH”).

Financing

The registration statement for the Company’s initial public offering (the “Public Offering”) (as described in Note 4) was declared effective by the SEC on November 13, 2013. On August 5, 2013, the Sponsor agreed to purchase simultaneously with the closing of the Public Offering $4,750,000 of warrants in a private placement (Note 5). On November 19, 2013, the Company consummated the Public Offering and the private placement of warrants.

A total of approximately $150,000,000, including approximately $147,000,000 of the net proceeds of the Public Offering, $2,652,900 from the private placement of warrants and $347,100 paid by the underwriters to the Company as reimbursement for certain expenses incurred in connection with the Public Offering, was placed in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”).

Trust Account

As of June 16, 2015, the Trust Account could be invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations.

Other than the withdrawal of interest to pay income taxes and franchise taxes, none of the funds held in trust could be released until the earlier of: (i) the completion of the Business Combination; or (ii) the redemption of 100% of the shares of common stock included in the units sold in the Public Offering if the Company was unable to complete a Business Combination within 24 months from the closing of the Public Offering.

Business Combination

A Business Combination was subject to the following size, focus and stockholder approval provisions:

Size/Control — The Company’s Business Combination had to occur with one or more target businesses that together had a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the Business Combination. The Company could not complete a Business Combination unless it acquired a controlling interest in a target company or was otherwise not required to register as an investment company under the Investment Company Act.

Focus — The Company’s efforts in identifying prospective target businesses were focused on businesses in the restaurant and hospitality sectors, but the Company was permitted to pursue opportunities in other business sectors.

Tender Offer/Stockholder Approval — The Company, after signing a definitive agreement for a Business Combination, could either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders could seek to redeem their shares, regardless of whether they voted for or against the Business Combination, for cash equal to their pro rata share of 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 the Company to pay its franchise and income taxes, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of 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 the Company to pay its franchise and income taxes. The decision as to whether the Company would seek stockholder approval of the Business Combination or would allow stockholders to sell their shares in a tender offer could be made by the Company, solely in its discretion, and could be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company decided to seek stockholder approval, it could complete its Business Combination only if a majority of the outstanding shares of common stock voted were voted in favor of the Business Combination. However, in no event could the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not have proceeded with the redemption of its public shares and the related Business Combination, and instead could have searched for an alternate Business Combination.

Regardless of whether the Company held a stockholder vote or a tender offer in connection with a Business Combination, a public stockholder had the right to redeem their shares for an amount in cash equal to their pro rata share of 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 the Company to pay its franchise and income taxes. As a result, such shares of common stock were recorded at conversion/tender value and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

Liquidation

If the Company did not complete a Business Combination by November 19, 2015, the Company would have been required to (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 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption would have completely extinguished public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

In the event of such a liquidation, it is likely that the per share value of the residual assets remaining available for distribution (including Trust Account assets) would have been approximately equal to the initial public offering price per share in the Public Offering (assuming no value is attributed to the warrants contained in the units offered in the Public Offering discussed in Note 4).

Emerging Growth Company

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.