DEFM14A 1 tv505609-defm14a.htm DEFINITIVE PROXY STATEMENT tv505609-defm14a - block - 41.5490985s
UNITED STATES
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LANDCADIA HOLDINGS, INC.
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LANDCADIA HOLDINGS, INC.
1510 West Loop South
Houston, Texas 77027
Dear Landcadia Holdings, Inc. Stockholder:
We cordially invite you to attend a special meeting of the stockholders of Landcadia Holdings, Inc., a Delaware corporation (“we,” “us,” “our” or the “Company”), which will be held on November 15, 2018, at 10:00 a.m., Eastern Time, at the offices of Winston & Strawn LLP, located at 200 Park Avenue, New York, NY 10166 (the “special meeting”).
On May 16, 2018, the Company, Landcadia Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Waitr Incorporated, a Louisiana corporation (“Waitr”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, Waitr will merge with and into Merger Sub, with Merger Sub surviving the merger in accordance with the Delaware General Corporation Law as a wholly owned indirect subsidiary of the Company (the transactions contemplated by the Merger Agreement, the “business combination”). Upon the consummation of the business combination, the Company will change its name to Waitr Holdings Inc. You are being asked to vote on the business combination.
At the special meeting, our stockholders will be asked to consider and vote upon a proposal (the “Business Combination Proposal”) to adopt the Merger Agreement, a copy of which is attached to the accompanying proxy statement as Annex A, and approve the business combination. The aggregate consideration for the business combination will be $300,000,000, payable in the form of cash and shares of the Company’s common stock valued at $10.00 per share, plus up to approximately $8,000,000 payable in the form of Company stock options to be issued to holders of options to purchase Waitr shares that are unvested, outstanding and unexercised as of immediately prior to the effective time of the business combination (the “Effective Time”). The cash portion of the consideration will be an aggregate amount equal to the sum of  (i) approximately $50,000,000, plus (ii) an additional amount, if any, up to $25,000,000 that will be determined in accordance with the Merger Agreement (the “Cash Consideration”). The remainder of  $300,000,000 less the Cash Consideration will be paid in the form of shares of the Company’s common stock valued at $10.00 per share. In addition, all options to purchase Waitr shares that are unvested, outstanding and unexercised as of immediately prior to the Effective Time, valued at approximately $8,000,000 as of the execution of the Merger Agreement, will be assumed by the Company.
The Cash Consideration payable to the Waitr securityholders will be paid from cash available to us from the trust account (the “trust account”) that holds the proceeds (including interest) of our initial public offering that closed on June 1, 2016 (our “IPO”), and after giving effect to taxes payable, any redemptions that may be elected by any of our public stockholders for their pro rata share of the aggregate amount of funds on deposit in the trust account.
At the special meeting, our stockholders will be asked to adopt the Merger Agreement and approve the business combination. In addition, you are being asked to consider and vote upon:
1.
a proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of the Company’s issued and outstanding common stock pursuant to the business combination (the “Nasdaq Proposal”);
2.
the following proposals (collectively, the “Charter Proposals”) relating to the Company’s proposed third amended and restated certificate of incorporation (the “proposed charter”), a copy of which is attached to the accompanying proxy statement as Annex B, which, if approved, would take effect upon the closing of the business combination (the “Closing”):
a.
to approve, upon the completion of the business combination and the conversion of the Company’s Class F common stock, par value $0.0001 per share (“Class F Common stock”), into the Company’s Class A common stock, par value $0.0001 per share (“Class A common stock”), the increase of the authorized capital stock of the Company from 221,000,000 shares, consisting of 200,000,000 shares of Class A common stock, 20,000,000 shares of Class F common stock and 1,000,000 shares of preferred stock, to 250,000,000 shares, which

would consist of 249,000,000 shares of common stock, par value $0.0001 per share (“common stock”), and 1,000,000 shares of preferred stock, par value $0.0001 per share, by, on the effective date of the filing of the proposed charter: (i) reclassifying all Class A common stock as common stock; (ii) reclassifying all Class F common stock as common stock; and (iii) creating an additional 29,000,000 shares of common stock (“Charter Proposal A”);
b.
to approve provisions providing that directors may only be removed by the affirmative vote of holders of at least seventy-five percent (75%) of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors (“Charter Proposal B”);
c.
to approve provisions providing that (i) the affirmative vote of at least seventy-five percent (75%) of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors will be required for stockholders to adopt, amend, alter or repeal the bylaws and (ii) certain provisions of our charter may only be amended or repealed by the affirmative vote of at least seventy-five percent (75%) of the outstanding shares entitled to vote thereon (“Charter Proposal C”); and
d.
to approve certain additional changes, including (i) changing the post-combination company’s corporate name from “Landcadia Holdings, Inc.” to “Waitr Holdings Inc.”, (ii) changing the purpose of the post-combination company to “any lawful act or activity for which corporations may be organized under the DGCL,” (iii) amending the provisions relating to the indemnification and advancement of expenses to directors and officers under certain circumstances, (iv) providing that the Court of Chancery of the State of Delaware and the United States District Court for the State of Delaware will be the sole and exclusive forums for stockholder actions and (v) eliminating certain provisions specific to our status as a blank check company, which the Company’s Board of Directors (our “Board”) believes are necessary to adequately address the needs of the post-combination company (“Charter Proposal D”);
3.
a proposal to elect, effective at the Closing, seven directors to serve staggered terms on our Board until the 2019, 2020 and 2021 annual meeting of stockholders, respectively, or until his successor is elected and qualified (the “Director Election Proposal”);
4.
a proposal to approve the Waitr Holdings, Inc. 2018 Omnibus Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex C (the “Incentive Plan”), including the authorization of the initial share reserve under the Incentive Plan and also for purposes of complying with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Incentive Plan Proposal”); and
5.
a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals or the Incentive Plan Proposal (the “Adjournment Proposal”).
Each of these proposals is more fully described in the accompanying proxy statement, which you are encouraged to read carefully.
Our publicly-traded common stock, units and warrants are currently listed on the Nasdaq Capital Market under the symbols “LCA,” “LCAHU” and “LCAHW,” respectively. We intend to apply to continue the listing of our common stock and warrants on Nasdaq under the symbols “WTRH” and “WTRHW,” respectively, upon the Closing. Our units will automatically separate into the component securities upon consummation of the business combination and, as a result, will no longer trade as a separate security.
Pursuant to our second amended and restated certificate of incorporation (our “charter”), we are providing our public stockholders with the opportunity to redeem, upon the Closing, shares of Class A Common stock then held by them (“public shares”) for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation

of the business combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to the limitations described herein. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commission totaling $8,750,000 that we will pay to the underwriters of our IPO or transaction expenses incurred in connection with the business combination. For illustrative purposes, based on the fair value of marketable securities held in our trust account of approximately $236,881,564 as of September 30, 2018, the estimated per share redemption price would have been approximately $10.18. Public stockholders may elect to redeem their shares even if they vote for the business combination.
You will be entitled to receive cash for any public shares to be redeemed only if you:
(i)(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and warrants (the “public warrants”) prior to exercising your redemption rights with respect to the public shares; and
(ii) prior to 5:00 p.m., Eastern Time, on November 13, 2018, (a) submit a written request to Continental Stock Transfer & Trust Company, our transfer agent (the “Transfer Agent”), that the Company redeem your public shares for cash and (b) deliver your public shares to the Transfer Agent, physically or electronically through the Depository Trust Company.
Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing.
A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the shares of Class A common stock included in the units sold in our IPO. We have no specified maximum redemption threshold under our charter, other than the aforementioned 15% threshold and the limitation that in no event will we redeem our public shares in an amount that would cause out net tangible assets to be less than $5,000,001. Each redemption of shares of Class A common stock by our public stockholders will reduce the amount in our trust account, which held marketable securities with a fair value of approximately $236,881,564 as of September 30, 2018. The Merger Agreement provides that Waitr’s obligation to consummate the business combination is conditioned on the Company delivering evidence that the Company will have no less than an aggregate amount of $75,000,000 in cash or investments in government securities or money market funds that invest only in direct United States treasury obligations immediately after the Closing (and following any redemptions of public shares and payment of expenses related to the business combination). This condition to Closing in the Merger Agreement is for the sole benefit of the parties thereto and may be waived by Waitr. If, as a result of redemptions of public shares by our public stockholders, this condition is not met (or waived), then Waitr may elect not to consummate the business combination. Holders of our outstanding public warrants do not have redemption rights in connection with the business combination. Unless otherwise specified, the information in the accompanying proxy statement assumes that none of our public stockholders exercise their redemption rights with respect to their public shares.
Fertitta Entertainment, Inc., a Texas corporation, and Jefferies Financial Group Inc. (f/k/a Leucadia National Corporation), a New York corporation (together, our “sponsors”), as well as our officers and directors, have agreed to waive their redemption rights with respect to any public shares they may hold in connection with the consummation of the business combination, and the Class F common stock, par value $0.0001 per share (the “founder shares”), will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, our sponsors beneficially own 23% of our issued and outstanding shares of common stock, including all of the founder shares. Our sponsors, directors and officers have agreed to vote any shares of the Company’s common stock owned by them in favor of the business combination. The founder shares are subject to transfer restrictions. Our charter includes a conversion adjustment which provides that the founder shares will automatically convert at the time of the

business combination into a number of shares of Class A common stock at the Closing, at a conversion rate specified in our charter. As of the Closing, assuming no redemptions, the sponsors will beneficially own approximately 13% of the total number of all shares of common stock outstanding after consummation of the business combination.
We are providing the accompanying proxy statement and accompanying proxy card to our stockholders in connection with the solicitation of proxies to be voted at the special meeting and at any adjournments or postponements of the special meeting. Information about the special meeting, the business combination and other related business to be considered by the Company’s stockholders at the special meeting is included in the accompanying proxy statement. Whether or not you plan to attend the special meeting, we urge all of our stockholders to read the accompanying proxy statement, including the Annexes and the accompanying financials statements of the Company and Waitr, carefully and in their entirety. In particular, we urge you to read carefully the section entitled “Risk Factors” beginning on page 43 of the accompanying proxy statement.
After careful consideration, our Board has unanimously approved the Merger Agreement and the business combination, and unanimously recommends that our stockholders vote “FOR” adoption of the Merger Agreement and approval of the business combination, and “FOR” all other proposals presented to our stockholders in the accompanying proxy statement. When you consider the Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the business combination that may conflict with your interests as a stockholder. Please see the section entitled “Proposal No. 1 —  The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information. In addition, Jefferies LLC (“Jefferies”) has a financial interest in the Company completing a business combination. See the section entitled “Proposal No. 1 — The Business Combination Proposal —  Interests of Certain Persons in the Business Combination” for additional information.
Approval of the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal require the affirmative vote of holders of a majority of the votes cast by our stockholders present in person or represented by proxy at the special meeting and entitled to vote thereon. Approval of each of the Charter Proposals requires the affirmative vote of holders of a majority of our outstanding shares of common stock entitled to vote thereon at the special meeting.
Pursuant to our charter, until the consummation of our initial business combination, only holders of our Class F common stock can elect or remove directors. Therefore, only holders of Class F common stock will vote on the election of directors at the special meeting. The election of directors is decided by a plurality of the votes of the Class F common stock present in person or represented by proxy at the special meeting and entitled to vote on the election of directors. This means that the seven director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors.
A stockholder’s failure to vote by proxy or to vote in person at the special meeting will not be counted towards the number of shares of common stock required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the proposals other than the Charter Proposals. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the vote on any of the proposals except for the Charter Proposals. Failure to vote by proxy or to vote in person or an abstention from voting on any of the Charter Proposals will have the same effective as a vote “AGAINST” such Charter Proposal
Your vote is very important. Whether or not you plan to attend the special meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented at the special meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the special meeting. The business combination will be consummated only if the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals and the Incentive Plan Proposal are approved at the special meeting. Unless waived by the parties to the Merger Agreement, the Closing is conditioned upon the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals and the Incentive Plan Proposal. Each of the proposals other than the

Business Combination Proposal is conditioned on the approval of the Business Combination Proposal, other than the Adjournment Proposal, which is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement. The Charter Proposals and the Incentive Plan Proposal are also conditioned on the approval of the Nasdaq Proposal.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the special meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the special meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting. If you are a stockholder of record and you attend the special meeting and wish to vote in person, you may withdraw your proxy and vote in person.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT THE COMPANY REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO THE COMPANY’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT SUCH MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
On behalf of our Board, I would like to thank you for your support of Landcadia Holdings, Inc. and look forward to a successful completion of the business combination.
November 1, 2018 Sincerely,

/s/ Tilman J. Fertitta
Tilman J. Fertitta
Co-Chairman and Chief Executive Officer

/s/ Richard Handler
Richard Handler
Co-Chairman and President
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
This proxy statement is dated November 1, 2018, and is expected to be first mailed to our stockholders on or about November 2, 2018.

NOTICE OF SPECIAL MEETING OF
STOCKHOLDERS OF LANDCADIA HOLDINGS, INC.
TO BE HELD NOVEMBER 15, 2018
To the Stockholders of Landcadia Holdings, Inc.:
NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of Landcadia Holdings, Inc., a Delaware corporation (the “Company”), will be held on November 15, 2018, at 10:00 a.m., Eastern Time, at the offices of Winston & Strawn LLP, located at 200 Park Avenue, New York, NY 10166 (the “special meeting”). You are cordially invited to attend the special meeting to conduct the following items of business:

Business Combination Proposal — To consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of May 16, 2018 (the “Merger Agreement”), by and among the Company, Landcadia Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Waitr Incorporated, a Louisiana corporation (“Waitr”), pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, Waitr will merge with and into Merger Sub, with Merger Sub surviving the merger in accordance with the Delaware General Corporation Law as a wholly owned indirect subsidiary of the Company, and approve the other transactions contemplated thereby (the “business combination” and such proposal, the “Business Combination Proposal”);

Nasdaq Proposal — To consider and vote upon a proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of the Company’s issued and outstanding common stock in connection with the business combination (the “Nasdaq Proposal”);

Charter Proposals — To consider and act upon the following proposals (collectively, the “Charter Proposals”) relating to the Company’s proposed third amended and restated certificate of incorporation (the “proposed charter”), a copy of which is attached to the accompanying proxy statement as Annex B, which, if approved, would take effect upon the closing of the business combination (the “Closing”):

to approve, upon the completion of the business combination and the conversion of the Company’s Class F common stock, par value $0.0001 per share (“Class F common stock”), into the Company’s Class A common stock, par value $0.0001 per share (“Class A common stock”), the increase of the authorized capital stock of the Company from 221,000,000 shares, consisting of 200,000,000 shares of Class A common stock, 20,000,000 shares of Class F common stock and 1,000,000 shares of preferred stock, to 250,000,000 shares, which would consist of 249,000,000 shares of common stock, par value $0.0001 per share (“common stock”), and 1,000,000 shares of preferred stock, par value $0.0001 per share, by, on the effective date of the filing of the proposed charter: (i) reclassifying all Class A common stock as common stock; (ii) reclassifying all Class F common stock as common stock; and (iii) creating an additional 29,000,000 shares of common stock (“Charter Proposal A”);

to approve provisions providing that directors may only be removed by the affirmative vote of holders of at least seventy-five percent (75%) of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors (“Charter Proposal B”);

to approve provisions providing that (i) the affirmative vote of at least seventy-five percent (75%) of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors will be required for stockholders to adopt, amend, alter or repeal the Company’s bylaws and (ii) certain provisions of our charter may only be amended or repealed by the affirmative vote of at least seventy-five percent (75%) of the outstanding shares entitled to vote thereon (“Charter Proposal C”); and


to approve certain additional changes, including (i) changing the post-combination company’s corporate name from “Landcadia Holdings, Inc.” to “Waitr Holdings Inc.” , (ii) changing the purpose of the post-combination company to “any lawful act or activity for which corporations may be organized under the DGCL,” (iii) amending the provisions relating to the indemnification and advancement of expenses to directors and officers under certain circumstances, (iv) providing that the Court of Chancery of the State of Delaware and the United States District Court for the State of Delaware will be the sole and exclusive forums for stockholder actions and (v) eliminating certain provisions specific to our status as a blank check company, which our Board of Directors (our “Board”) believes are necessary to adequately address the needs of the post-combination company (“Charter Proposal D”);

Director Election Proposal — To consider and vote upon a proposal to elect, effective at the Closing, seven directors to serve staggered terms on our Board until the 2019, 2020 and 2021 annual meeting of stockholders, respectively, or until his successor is elected and qualified (the “Director Election Proposal”);

Incentive Plan Proposal — To consider and vote upon a proposal to approve the Waitr Holdings, Inc. 2018 Omnibus Incentive Plan (the “Incentive Plan”), a copy of which is attached to the accompanying proxy statement as Annex C, including the authorization of the initial share reserve under the Incentive Plan and also for purposes of complying with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Incentive Plan Proposal”);

Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals or the Incentive Plan Proposal. This proposal will only be presented at the special meeting if there are not sufficient votes to approve the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals or the Incentive Plan Proposal (the “Adjournment Proposal”).
The above matters are more fully described in the accompanying proxy statement, which also includes, as Annex A, a copy of the Merger Agreement. We urge you to read carefully the accompanying proxy statement in its entirety, including the Annexes and accompanying financial statements of the Company and Waitr.
The record date for the special meeting is October 16, 2018. Only stockholders of record at the close of business on that date may vote at the special meeting or any adjournment thereof. A complete list of our stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.
Pursuant to our second amended and restated certificate of incorporation (our “charter”), we are providing our public stockholders with the opportunity to redeem, upon the Closing, shares of Class A common stock then held by them (“public shares”) for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the business combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to the limitations described herein. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commission totaling $8,750,000 that we will pay to the underwriters of our initial public offering (“IPO”) or transaction expenses incurred in connection with the business combination. For illustrative purposes, based on the fair value of marketable securities held in our trust account of approximately $236,881,564 as of September 30, 2018, the estimated per share redemption price would have been approximately $10.18. Public stockholders may elect to redeem their shares even if they vote for the business combination.

You will be entitled to receive cash for any public shares to be redeemed only if you:
(i)(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and warrants (the “public warrants”) prior to exercising your redemption rights with respect to the public shares; and
(ii) prior to 5:00 p.m., Eastern Time, on November 13, 2018, (a) submit a written request to Continental Stock Transfer & Trust Company, our transfer agent (the “Transfer Agent”), that the Company redeem your public shares for cash and (b) deliver your public shares to the Transfer Agent, physically or electronically through the Depository Trust Company.
Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing.
A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the shares of Class A common stock included in the units sold in our IPO. We have no specified maximum redemption threshold under our charter, other than the aforementioned 15% threshold and the limitation 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. Each redemption of shares of Class A common stock by our public stockholders will reduce the amount in our trust account, which held marketable securities with a fair value of approximately $236,881,564 as of September 30, 2018. The Merger Agreement provides that Waitr’s obligation to consummate the business combination is conditioned on the Company delivering evidence that immediately after the Closing the Company will have no less than an aggregate amount of  $75,000,000 in cash or investments in government securities or money market funds that invest only in direct United States treasury obligations. This condition to Closing in the Merger Agreement is for the sole benefit of the parties thereto and may be waived by Waitr. If, as a result of redemptions of public shares by our public stockholders, this condition is not met (or waived), then Waitr may elect not to consummate the business combination. Holders of our outstanding public warrants do not have redemption rights in connection with the business combination. Unless otherwise specified, the information in the accompanying proxy statement assumes that none of our public stockholders exercise their redemption rights with respect to public shares.
Fertitta Entertainment, Inc., a Texas corporation, and Jefferies Financial Group Inc. (f/k/a Leucadia National Corporation), a New York corporation (together, our “sponsors”), as well as our officers and directors, have agreed to waive their redemption rights with respect to any public shares they may hold in connection with the consummation of the business combination, and the Class F common stock, par value $0.0001 per share (the “founder shares”), will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, our sponsors beneficially own 23% of our issued and outstanding shares of common stock, including all of the founder shares. Our sponsors, directors and officers have agreed to vote any shares of the Company’s common stock owned by them in favor of the business combination. The founder shares are subject to transfer restrictions. Our charter includes a conversion adjustment which provides that the founder shares will automatically convert at the time of the business combination into a number of shares of Class A common stock at the Closing, at a conversion rate specified in our charter. As of the Closing, assuming no redemptions, the sponsors will beneficially own approximately 13% of the total number of all shares of common stock outstanding after consummation of the business combination.
The business combination is conditioned on the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals and the Incentive Plan Proposal at the special meeting. Each of the proposals other than the Business Combination Proposal is conditioned on the approval of the Business Combination Proposal, other than the Adjournment Proposal, which is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement. The Charter Proposals and the Incentive Plan Proposal are also conditioned on the approval of the Nasdaq Proposal.

The issuance of 20% or more of our outstanding common stock in connection with the Merger Agreement requires stockholder approval of the Nasdaq Proposal.
Approval of the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal require the affirmative vote of holders of a majority of the votes cast by our stockholders present in person or represented by proxy at the special meeting and entitled to vote thereon. Approval of each of the Charter Proposals requires the affirmative vote of holders of a majority of our outstanding shares of common stock entitled to vote thereon at the special meeting.
Pursuant to our charter, until the consummation of our initial business combination, only holders of our Class F common stock can elect or remove directors. Therefore, only holders of Class F common stock will vote on the election of directors at the special meeting. The election of directors is decided by a plurality of the votes of the Class F common stock present in person or represented by proxy at the special meeting and entitled to vote on the election of directors. This means that the seven director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors.
A stockholder’s failure to vote by proxy or to vote in person at the special meeting will not be counted towards the number of shares of common stock required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on any of the proposals other than the Charter Proposals. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the vote on any of the proposals except for the Charter Proposals. Failure to vote by proxy or to vote in person or an abstention from voting on any of the Charter Proposals will have the same effective as a vote “AGAINST” such Charter Proposal.
The Board unanimously recommends that you vote “FOR” each of these proposals.
November 1, 2018 By Order of the Board of Directors,

/s/ Tilman J. Fertitta
Tilman J. Fertitta
Co-Chairman and Chief Executive Officer

/s/ Richard Handler
Richard Handler
Co-Chairman and President

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CERTAIN DEFINED TERMS
Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” the “Company” and “Landcadia” refer to Landcadia Holdings, Inc., and the term “post-combination company” refers to the Company following the consummation of the business combination.
In this proxy statement:
Active Diners” means the number of diner accounts from which an order has been placed through the Waitr Platform during the past twelve months (as of the end of the relevant period).
Average Daily Orders” means the number of Orders during the period divided by the number of days in that period.
Average Order Size” means the Gross Food Sales for a given period divided by the number of Orders during the same period.
Board” means the board of directors of the Company.
business combination” means the transactions contemplated by the Merger Agreement, including the merger of Waitr with and into Merger Sub, with Merger Sub surviving the merger in accordance with the Delaware General Corporation Law as a wholly owned indirect subsidiary of the Company.
Capped Conversion Price” means, with respect to the Convertible Notes, a price per share equal to the lesser of  (i) 80% of the per share price paid by the investors for the equity securities in the Qualified Financing at the time of the closing of such Qualified Financing or (ii) the amount obtained by dividing (x) $125,000,000 by (y) Waitr’s fully diluted capitalization, which is to be calculated by adding the aggregate number of outstanding common shares (or other equity securities) of Waitr, plus any issued, outstanding or reserved options and warrants, including any convertible securities (other than the Convertible Notes or any other convertible promissory notes then outstanding).
Cash Consideration” means the cash portion of the consideration to be paid by the Company in the business combination.
“charter” means our second amended and restated certificate of incorporation, dated May 25, 2016.
Class A common stock” means the shares of Class A common stock, par value $0.0001 per share, of the Company.
Class F common stock” means the shares of Class F common stock, par value $0.0001 per share, of the Company.
Closing” means the closing of the business combination.
Closing Date” means the closing date of the business combination.
Code” means the Internal Revenue Code of 1986, as amended.
“common stock” means the shares of common stock, par value $0.0001 per share, of the Company.
Company” means Landcadia Holdings, Inc., a Delaware corporation.
Convertible Notes” means the convertible promissory notes issued by Waitr commencing on July 27, 2017 until approximately March 15, 2018, as subsequently amended by the Note Amendment (defined below).
Debt Commitment Letter” means the commitment letter, dated October 2, 2018, by and among the Company, Merger Sub and Luxor Capital Group, LP., a copy of which is attached to this proxy statement as Annex E.
Debt Facility” means the senior secured first priority term loan facility to be provided to Merger Sub by Luxor pursuant to the Debt Commitment Letter in the aggregate principal amount of  $25,000,000.
Debt Financings” means the Debt Facility and the Notes.
DGCL” means the General Corporation Law of the State of Delaware.
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DTC” means the Depository Trust Company.
Effective Time” means the effective time of the business combination.
Exchange Act” means the Securities Exchange Act of 1934, as amended.
Extension” means the extension of the date by which the Company has to consummate an initial business combination from June 1, 2018 to December 14, 2018, which was received at the Company’s special meeting in lieu of annual meeting of stockholders held on May 30, 2018;
FEI Sponsor” means Fertitta Entertainment, Inc., a Texas corporation.
founder shares” means the 6,250,000 shares of Class F common stock that are currently owned by our sponsors.
GAAP” means United States generally accepted accounting principles.
Gross Food Sales” means total food and beverage sales, sales taxes, prepaid gratuities and delivery fees processed through the Waitr Platform during a given period.
HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Incentive Plan” means the Waitr Holdings, Inc. 2018 Omnibus Incentive Plan.
Investment Company Act” means the Investment Company Act of 1940, as amended.
IPO” means the Company’s initial public offering, consummated on June 1, 2016, through the sale of 25,000,000 units at $10.00 per unit.
JFG Sponsor” means Jefferies Financial Group Inc. (f/k/a Leucadia National Corporation), a New York corporation.
Luxor” means Luxor Capital Group, LP, on behalf of Lugard Road Capital Master Fund, LP and one one or more of its funds and/or affiliates.
Maturity Date” means two years from the signature date of each Convertible Note.
Merger Agreement” means that certain Merger Agreement, dated as of May 16, 2018, by and among the Company, Merger Sub and Waitr.
Merger Sub” means Landcadia Merger Sub, Inc., a Delaware corporation and wholly owned indirect subsidiary of the Company.
Minimum Cash Consideration Amount” means an amount equal to $50,000,000, as adjusted pursuant to the terms of the Merger Agreement.
Morrow” means Morrow Sodali, proxy solicitor to the Company.
Nasdaq” means the Nasdaq Capital Market.
Note Amendment” means that first amendment to convertible promissory note, dated December 15, 2017, duly executed by the Note Holder Majority.
Note Holder Majority” means the holders of the majority of outstanding principal and interest under the Convertible Notes.
Notes” means the convertible promissory notes in the aggregate principal amount of  $60,000,000 to be purchased by Luxor concurrently with the Closing pursuant to the Debt Commitment Letter
Notes Financing” means the issuance of the Convertible Notes.
Notes Purchase Agreement” means the convertible promissory note purchase agreement, dated as of the date of the signature pages thereto, pursuant to which the Convertibles Notes were issued.
Notes Purchase Agreement Amendment” means that first amendment to the Notes Purchase Agreement, dated December 15, 2017.
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Orders” means the number of revenue-generating transactions placed by customers on the Waitr Platform during the relevant period.
private placement warrants” means the 14,000,000 warrants held by our sponsors that were issued to our sponsors concurrently with our IPO, each of which is exercisable for one-half of one share of Class A common stock, in accordance with its terms.
proposed charter” means the proposed third amended and restated certificate of incorporation of the Company, a form of which is attached hereto as Annex B, which will become the post-combination company’s certificate of incorporation upon the approval of the Charter Proposals, assuming the consummation of the business combination.
public shares” means shares of Class A common stock included in the units issued in the Company’s IPO.
public stockholders” means holders of public shares, including our sponsors to the extent our sponsors hold public shares, provided, that our sponsors will be considered “public stockholders” only with respect to any public shares held by them.
public warrants” means the warrants included in the units issued in the Company’s IPO, each of which is exercisable for one-half of one share of Class A common stock, in accordance with its terms.
Qualified Financing” means the sale and issuance of Waitr’s equity securities to investors on or before the maturity date of the Convertible Notes in an equity financing resulting in gross proceeds to Waitr of at least $2,000,000 (including conversion of the Convertible Notes and other debt).
Registration Rights Agreement” means that certain Amended and Restated Registration Rights Agreement to be entered into at the Closing by Waitr Holdings Inc. (formerly the Company), the sponsors and certain Waitr securityholders, a form of which is attached to this proxy statement as Annex D.
Related Agreements” means the Registration Rights Agreement, the Consulting Agreements (as defined herein), the Employment Agreements (as defined herein), the Debt Commitment Letter and the Lock-up Agreements (as defined herein).
Restaurant Partners” means the number of restaurants that have executed a definitive agreement to join the Waitr Platform, as of the end of the period.
Sale of the Company” means, with respect to the Convertible Notes, a sale of all or substantially all of Waitr’s assets or equity securities prior to the conversion or repayment in full of the Convertible Notes.
SEC” means the United States Securities and Exchange Commission.
Securities Act” means the Securities Act of 1933, as amended.
“special meeting” means the special meeting of the stockholders of the Company that is the subject of this proxy statement.
sponsors” means JFG Sponsor and FEI Sponsor.
Stock Consideration” means the portion of the consideration to be paid by the Company in the business combination consisting of shares of the Company’s common stock.
Transfer Agent” means Continental Stock Transfer & Trust Company.
trust account” means the trust account of the Company that holds the proceeds from the Company’s IPO and the private placement of the private placement warrants.
Trustee” means Continental Stock Transfer & Trust Company.
units” means the units of the Company, each consisting of one share of Class A common stock and one public warrant of the Company, whereby each public warrant entitles the holder thereof to purchase one-half of a share of Class A common stock at an exercise price of  $5.75 per one-half share ($11.50 per whole share) of Class A common stock, sold in the IPO.
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Waitr” means, before the consummation of the business combination, Waitr Incorporated, a Louisiana corporation, and after the consummation of the business combination, Waitr Inc., a Delaware corporation and wholly owned indirect subsidiary of the Company.
Waitr App” means Waitr’s mobile phone application through which diners order food and beverages from restaurants for takeout and delivery.
Waitr Board” means the board of directors of Waitr.
Waitr Platform” means the Waitr App and the Waitr Website.
Waitr securityholder” means any holder of Waitr’s securities or options that will receive securities of the Company at the Closing pursuant to the Merger Agreement.
Waitr stockholder” means a holder of Waitr’s common stock or preferred stock prior to the business combination.
Waitr Website” means Waitr’s website through which diners order food and beverages from restaurants for takeout and delivery.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement contains forward-looking statements. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our (or Waitr’s) business (as applicable), and the timing and ability for us to complete the business combination. Specifically, forward-looking statements may include statements relating to:

the benefits of the business combination;

the future financial performance of the post-combination company following the business combination;

expansion plans and opportunities; and

other statements preceded by, followed by or that include the words “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.
These forward-looking statements are based on information available as of the date of this proxy statement and our management’s current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
You should not place undue reliance on these forward-looking statements in deciding how your vote should be cast or in voting your shares on the proposals set forth in this proxy statement. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

the occurrence of any event, change or other circumstances that could delay the business combination or give rise to the termination of the Merger Agreement;

the outcome of any legal proceedings that may be instituted against Waitr or the Company following announcement of the business combination and transactions contemplated thereby;

the inability to complete the business combination due to the failure to obtain approval of the stockholders of the Company, or other conditions to closing in the Merger Agreement;

the inability to obtain or maintain the listing of the post-combination company’s common stock on Nasdaq following the business combination;

the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein;

the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability to integrate the Waitr and the Company businesses, and the ability of the combined business to grow and manage growth profitably;

costs related to the business combination;

changes in applicable laws or regulations;

the inability to profitably expand into new markets;

the possibility that Waitr or the Company may be adversely affected by other economic, business, and/or competitive factors; and

other risks and uncertainties indicated in this proxy statement, including those set forth under the section entitled “Risk Factors.”
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SUMMARY TERM SHEET
This summary term sheet, together with the sections entitled “Questions and Answers About the Proposals for Stockholders” and “Summary of the Proxy Statement,” summarizes certain information contained in this proxy statement, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement, including the attached Annexes, for a more complete understanding of the matters to be considered at the special meeting. In addition, for definitions used commonly throughout this proxy statement, including this summary term sheet, please see the section entitled “Certain Defined Terms.”

Landcadia Holdings, Inc., a Delaware corporation, which we refer to as “we,” “us,” “our,” or the “Company,” is a special purpose acquisition company 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.

There are currently 29,528,841 shares of common stock issued and outstanding, consisting of (i) 23,278,841 public shares and (ii) 6,250,000 founder shares held by our sponsors. There are currently no shares of Company preferred stock issued and outstanding. In addition, we issued 25,000,000 public warrants to purchase common stock (originally sold as part of the units issued in our IPO) as part of our IPO along with 14,000,000 private placement warrants issued to our sponsors in a private placement concurrently with our IPO. Each warrant entitles its holder to purchase one-half of one share of our Class A common stock at an exercise price of  $5.75 per one-half share ($11.50 per whole share). The warrants will become exercisable 30 days after the completion of the business combination, and they will expire five years after the completion of the business combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the outstanding warrants at a price of  $0.01 per warrant, if the last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period ending on the third business day before the Company sends the notice of redemption to the warrant holders. The private placement warrants, however, are non-redeemable so long as they are held by our sponsors or their permitted transferees. In addition, if either of our sponsors make any working capital loans to the Company, it may convert those loans into up to an additional 3,000,000 warrants, at the price of  $0.50 per warrant. For more information regarding the Company’s warrants, please see the section entitled “Description of the Securities.”

Waitr is headquartered in Lake Charles, Louisiana and is a leading restaurant platform for online food ordering and delivery in the Southeastern United States. The company partners with local independent restaurants and regional and national chains in underserved markets, extending the massive and growing online ordering and food delivery market to America’s heartland.

The aggregate consideration for the business combination will be $300,000,000, payable in the form of cash and shares of common stock valued at $10.00 per share, plus up to approximately $8,000,000 payable in the form of Company stock options to be issued to holders of options to purchase Waitr shares that are unvested, outstanding and unexercised as of immediately prior to the Effective Time. The cash portion of the consideration will be an aggregate amount equal to the sum of  (i) the Minimum Cash Consideration Amount of approximately $50,000,000, plus (ii) an additional cash amount (the “Additional Cash Amount”), if any, up to $25,000,000 that will be determined in accordance with the Merger Agreement. The remainder of  $300,000,000 less the Cash Consideration will be paid in the form of shares of common stock valued at $10.00 per share. For more information about the Merger Agreement, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement.”

In order to finance a portion of the Cash Consideration payable in the business combination and the costs and expenses incurred in connection therewith, the Company and Merger Sub entered into the Debt Commitment Letter with Luxor, pursuant to which Luxor agreed to (a) provide the Debt Facility to Merger Sub in the aggregate principal amount of  $25,000,000 and (b) purchase from the Company an aggregate principal amount of  $60,000,000 of the Notes, in each case,
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concurrently with the Closing. A copy of the Debt Commitment Letter is attached to this proxy statement as Annex E. Any proceeds from the Debt Financings not used to finance the business combination will be used for general corporate purposes.

It is anticipated that, upon completion of the business combination, assuming no redemptions: (i) the Company’s public stockholders will own approximately 42% of the post-combination company (not including shares beneficially owned by our sponsors); (ii) our sponsors will own approximately 16% of the post-combination company; and (ii) the Waitr securityholders will own approximately 42% of the post-combination company. The ownership percentage with respect to the post-combination company following the business combination does not take into account (a) warrants to purchase common stock that will remain outstanding immediately following the business combination; (b) approximately 507,000 stock options that will be issued to former holders of Waitr stock options that are unvested, outstanding and unexercised as of immediately prior to the Effective Time; or (c) the issuance of any shares upon completion of the business combination under the Incentive Plan, a copy of which is attached to this proxy statement as Annex C, but does include founder shares, which will be converted into shares of common stock at the Closing on a one-for-one basis. Depending on the number of public shares redeemed, our current stockholders could own a majority of the voting rights in the post-combination company, but would not have effective control over the post-combination company. For more information, please see the sections entitled “Summary of the Proxy Statement — Impact of the Business Combination on the Company’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information.”

Our management and Board considered various factors in determining whether to approve the Merger Agreement and the business combination. For more information about our decision-making process, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Our Board’s Reasons for the Approval of the Business Combination.”

Pursuant to our charter, in connection with the business combination, holders of our public shares may elect to have their Class A common stock redeemed for cash at the applicable redemption price per share calculated in accordance with our charter. As of September 30, 2018, this would have amounted to approximately $10.18 per share. If a holder exercises its redemption rights, then such holder will exchange its public shares for cash and will no longer own shares of the post-combination company and will not participate in the future growth of the post-combination company, if any. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our transfer agent at least two business days prior to the special meeting. Please see the section entitled “Special Meeting of the Company’s Stockholders — Redemption Rights.”

In addition to voting on the Business Combination Proposal, stockholders are being asked to vote on the following proposals at the special meeting:

Nasdaq Proposal — To consider and vote upon a proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of the Company’s issued and outstanding common stock in connection with the business combination (the “Nasdaq Proposal”);

Charter Proposals — To consider and act upon the following proposals relating to the Company’s proposed charter, a copy of which is attached to this proxy statement as Annex B, which, if approved, would take effect upon the Closing:

to approve, upon the completion of the business combination and the conversion of the Class F Common stock into Class A common stock, the increase of the authorized capital stock of the Company from 221,000,000 shares, consisting of 200,000,000 shares of Class A common stock, 20,000,000 shares of Class F common stock and 1,000,000 shares of preferred stock, to 250,000,000 shares, which would consist of 249,000,000 shares of common stock and 1,000,000 shares of preferred stock, by, on the effective
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date of the filing of the proposed charter: (i) reclassifying all Class A common stock as common stock; (ii) reclassifying all Class F common stock as common stock; and (iii) creating an additional 29,000,000 shares of common stock (“Charter Proposal A”);

to approve provisions providing that directors may only be removed by the affirmative vote of holders of at least seventy-five percent (75%) of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors (“Charter Proposal B”);

to approve provisions providing that (i) the affirmative vote of at least seventy-five percent (75%) of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors will be required for stockholders to adopt, amend, alter or repeal the Company’s bylaws and (ii) certain provisions of our charter may only be amended or repealed by the affirmative vote of at least seventy-five percent (75%) of the outstanding shares entitled to vote thereon (“Charter Proposal C”); and

to approve certain additional changes, including (i) changing the post-combination company’s corporate name from “Landcadia Holdings, Inc.” to “Waitr Holdings Inc.”, (ii) changing the purpose of the post-combination company to “any lawful act or activity for which corporations may be organized under the DGCL,” (iii) amending the provisions relating to the indemnification and advancement of expenses to directors and officers under certain circumstances, (iv) providing that the Court of Chancery of the State of Delaware and the United States District Court for the State of Delaware will be the sole and exclusive forums for stockholder actions and (v) eliminating certain provisions specific to our status as a blank check company, which our Board believes are necessary to adequately address the needs of the post-combination company (“Charter Proposal D”);

Director Election Proposal — To consider and vote upon a proposal to elect, effective at the Closing, seven directors to serve staggered terms on our Board until the 2019, 2020 and 2021 annual meeting of stockholders, respectively, or until his successor is elected and qualified (the “Director Election Proposal”);

Incentive Plan Proposal — To consider and vote upon a proposal to approve the Incentive Plan, a copy of which is attached to this proxy statement as Annex C, including the authorization of the initial share reserve under the Incentive Plan and also for purposes of complying with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Incentive Plan Proposal”);

Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals or the Incentive Plan Proposal. This proposal will only be presented at the special meeting if there are not sufficient votes to approve the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals or the Incentive Plan Proposal (the “Adjournment Proposal”).
Please see the sections entitled “Proposal No. 1 — The Business Combination Proposal,” “Proposal No. 2 — The Nasdaq Proposal,” “Proposal No. 3 — Charter Proposal A,” “Proposal No. 4 — Charter Proposal B,” “Proposal No. 5 — Charter Proposal C,” “Proposal No. 6 — Charter Proposal D,” “Proposal No. 7 — The Director Election Proposal,” “Proposal No. 8 — The Incentive Plan Proposal,” and “Proposal No. 9 — The Adjournment Proposal.” The business combination is conditioned on the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals and the Incentive Plan Proposal at the special meeting. Each of the proposals other than the Business Combination Proposal is conditioned on the approval of the Business Combination Proposal, other than the Adjournment Proposal, which is not conditioned on the approval of any other proposal set forth in this proxy statement. The Charter Proposals and the Incentive Plan Proposal are also conditioned on the approval of the Nasdaq Proposal.
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Upon the Closing, we anticipate increasing the initial size of our Board from five to seven directors, each of whom will be voted upon by our stockholders at the special meeting. If all director nominees are elected and the business combination is consummated, our Board will consist of seven directors. Please see the sections entitled “Proposal No. 7 — The Director Election Proposal” and “Management after the Business Combination.”

Unless waived by the parties to the Merger Agreement, and subject to applicable law, the Closing is subject to a number of conditions set forth in the Merger Agreement including, among others, the receipt of certain stockholder approvals contemplated by this proxy statement. For more information about the closing conditions to the business combination, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement —  Conditions to Closing of the Business Combination.”

The Merger Agreement may be terminated at any time prior to the consummation of the business combination upon agreement of the parties thereto, or by the Company or Waitr in specified circumstances. For more information about the termination rights under the Merger Agreement, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Termination.”

The business combination involves numerous risks. For more information about these risks, please see the section entitled “Risk Factors.”

In considering the recommendation of our Board to vote for the proposals presented at the special meeting, including the Business Combination Proposal, you should be aware that aside from their interests as stockholders, our sponsors and certain of their affiliates and certain members of our Board and officers have interests in the business combination that are different from, or in addition to, the interests of our stockholders generally. Our Board was aware of and considered these interests, among other matters, in evaluating the business combination and transaction agreements and in recommending to our stockholders that they vote in favor of the proposals presented at the special meeting, including the Business Combination Proposal. Stockholders should take these interests into account in deciding whether to approve the proposals presented at the special meeting, including the Business Combination Proposal. These interests include, among other things:

the fact that our sponsors have agreed not to redeem any of the founder shares in connection with a stockholder vote to approve a proposed initial business combination;

the fact that our sponsors paid an aggregate of  $25,000 for the founder shares and such securities will have a significantly higher value at the time of the business combination, which if unrestricted and freely tradable would be valued at approximately $69,750,000 based on the closing price of our Class A common stock on Nasdaq on October 31, 2018, but, given the restrictions on such shares, we believe such shares have less value;

the fact that our sponsors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete an initial business combination by December 14, 2018;

the fact that our sponsors paid an aggregate of  $7,000,000 for their 14,000,000 private placement warrants to purchase shares of Class A common stock and that such private placement warrants will expire worthless if a business combination is not consummated by December 14, 2018;

the fact that on August 21, 2018, the Company issued a convertible promissory note to FEI Sponsor that provides for FEI Sponsor to advance to the Company, from time to time, up to $1,500,000 for ongoing expenses, and on August 22, 2018, the Company drew the full amount, which may be converted into warrants to purchase common stock of the post-combination company at the option of FEI Sponsor;

the fact that if the trust account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our sponsors have
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agreed that they will be jointly and severally liable to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which we have discussed entering into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such target business or vender has not executed a waiver of any and all rights to seek access to the trust account;

the anticipated election of our Chief Executive Officer, Tilman J. Fertitta, and our Vice President, General Counsel and Secretary, Steven L. Scheinthal, as directors of the post-combination company;

the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the business combination;

the fact that our sponsors, officers and directors may not participate in the formation of, or become a director or officer of, any other blank check company until we (i) have entered into a definitive agreement regarding an initial business combination or (ii) fail to complete an initial business combination by December 14, 2018; provided that, in the case of clause (i), such other blank check company does not consummate its initial public offering prior to the consummation of the business combination;

the fact that our sponsors, officers and directors will lose their entire investment in us and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by December 14, 2018;

the fact that at the Closing we will enter into the Registration Rights Agreement, which provides for registration rights to the sponsors, the Waitr securityholders and their permitted transferees;

the fact that, in connection with the Closing, JFG Sponsor will assign 10,000 founder shares to each of G. Michael Stevens, Mark Kelly and Michael Chadwick, the Company’s current independent directors;

the fact that at Closing, each of Steven L. Scheinthal, our Vice President, General Counsel and Secretary, and Richard H. Liem, our Vice President and Chief Financial Officer (each, a “consultant”), is expected to enter into a consulting agreement (together, the “Consulting Agreements”) with the Company with a term of one year, pursuant to which each consultant will receive 150,000 restricted shares of common stock, which will vest after one year; and

the fact that Jefferies will be entitled to receive deferred underwriting commission and a financial advisory fee upon completion of the business combination.
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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS
The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the special meeting, including with respect to the business combination. The following questions and answers do not include all the information that is important to our stockholders. We urge stockholders to read carefully this entire proxy statement, including the Annexes and the other documents referred to herein, to fully understand the business combination and the voting procedures for the special meeting, which will be held on November 15, 2018, at 10:00 a.m., Eastern Time, at the offices of Winston & Strawn LLP, located at 200 Park Avenue, New York, NY 10166.
Q:
Why am I receiving this proxy statement?
A:
Our stockholders are being asked to consider and vote upon a proposal to adopt the Merger Agreement and approve the business combination, among other proposals. We have entered into the Merger Agreement, pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, Waitr will merge with and into Merger Sub, with Merger Sub surviving the merger in accordance with the DGCL as a wholly owned indirect subsidiary of the Company. We refer to the transactions completed by the Merger Agreement herein as the “business combination.” As a result of the foregoing, we will acquire Waitr. You are being asked to vote on the business combination between us and Waitr. The aggregate consideration for the business combination will be $300,000,000, payable in the form of cash and shares of common stock valued at $10.00 per share, plus up to approximately $8,000,000 payable in the form of the Company’s stock options to be issued to holders of options to purchase Waitr shares that are unvested, outstanding and unexercised as of immediately prior to the Effective Time. A copy of the Merger Agreement is attached to this proxy statement as Annex A.
This proxy statement and its Annexes contain important information about the business combination and the other matters to be acted upon at the special meeting. You should read this proxy statement and its Annexes carefully and in their entirety.
Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement and its Annexes.
Q:
When and where is the special meeting?
A:
The special meeting will be held on November 15, 2018, at 10:00 a.m., Eastern Time, at the offices of Winston & Strawn LLP, located at 200 Park Avenue, New York, NY 10166.
Q:
What are the specific proposals on which I am being asked to vote at the special meeting?
A:
The Company’s stockholders are being asked to approve the following proposals:

Business Combination Proposal — To consider and vote upon a proposal to approve and adopt the Merger Agreement, pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, Waitr will merge with and into Merger Sub, with Merger Sub surviving the merger in accordance with the DGCL as a wholly owned indirect subsidiary of the Company, and approve the business combination;

Nasdaq Proposal — To consider and vote upon a proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of the Company’s issued and outstanding common stock in connection with the business combination;

Charter Proposals — To consider and act upon the following proposals relating to the Company’s proposed charter, a copy of which is attached to this proxy statement as Annex B, which, if approved, would take effect upon the Closing:

to approve, upon the completion of the business combination and the conversion of the Class F Common stock into Class A common stock, the increase of the authorized capital stock of the Company from 221,000,000 shares, consisting of 200,000,000 shares of Class A common stock, 20,000,000 shares of Class F common stock and 1,000,000 shares of preferred stock, to 250,000,000 shares, which would consist of 249,000,000 shares of common stock and
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1,000,000 shares of preferred stock, by, on the effective date of the filing of the proposed charter: (i) reclassifying all Class A common stock as common stock; (ii) reclassifying all Class F common stock as common stock; and (iii) creating an additional 29,000,000 shares of common stock;

to approve provisions providing that directors may only be removed by the affirmative vote of holders of at least seventy-five percent (75%) of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors;

to approve provisions providing that (i) the affirmative vote of at least seventy-five percent (75%) of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors will be required for stockholders to adopt, amend, alter or repeal the Company’s bylaws and (ii) certain provisions of our charter may only be amended or repealed by the affirmative vote of at least seventy-five percent (75%) of the outstanding shares entitled to vote thereon; and

to approve certain additional changes, including (i) changing the post-combination company’s corporate name from “Landcadia Holdings, Inc.” to “Waitr Holdings Inc.”, (ii) changing the purpose of the post-combination company to “any lawful act or activity for which corporations may be organized under the DGCL,” (iii) amending the provisions relating to the indemnification and advancement of expenses to directors and officers under certain circumstances, (iv) providing that the Court of Chancery of the State of Delaware and the United States District Court for the State of Delaware will be the sole and exclusive forums for stockholder actions and (v) eliminating certain provisions specific to our status as a blank check company, which our Board believes are necessary to adequately address the needs of the post-combination company;

Director Election Proposal — To consider and vote upon a proposal to elect, effective at the Closing, seven directors to serve staggered terms on our Board until the 2019, 2020 and 2021 annual meeting of stockholders, respectively, or until his successor is elected and qualified (the “Director Election Proposal”);

Incentive Plan Proposal — To consider and vote upon a proposal to approve the Incentive Plan, a copy of which is attached to this proxy statement as Annex C, including the authorization of the initial share reserve under the Incentive Plan and also for purposes of complying with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Incentive Plan Proposal”);

Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals or the Incentive Plan Proposal. This proposal will only be presented at the special meeting if there are not sufficient votes to approve the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals or the Incentive Plan Proposal (the “Adjournment Proposal”).
Q:
Are the proposals conditioned on one another?
A:
Yes. The business combination is conditioned on the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals and the Incentive Plan Proposal at the special meeting. Each of the proposals other than the Business Combination Proposal is conditioned on the approval of the Business Combination Proposal, other than the Adjournment Proposal, which is not conditioned on the approval of any other proposal set forth in this proxy statement. The Charter Proposals and the Incentive Plan Proposal are also conditioned on the approval of the Nasdaq Proposal. It is important for you to note that in the event that the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals and the Incentive Plan Proposal do not receive the requisite vote for approval, then we will not consummate the business combination. If we do not consummate the business combination and fail to complete an initial business combination by December 14, 2018, we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public stockholders.
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Q:
Why is the Company providing stockholders with the opportunity to vote on the business combination?
A:
Under our charter, we must provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of our initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, we have elected to provide our stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, we are seeking to obtain the approval of our stockholders of the Business Combination Proposal in order to allow our public stockholders to effectuate redemptions of their public shares in connection with the closing of our business combination. The adoption of the Merger Agreement is required under Delaware law and the approval of the business combination is required under our charter. In addition, such approval is also a condition to the Closing under the Merger Agreement.
Q:
What revenues and profits/losses has Waitr generated in the last three years?
A:
For the fiscal years ended December 31, 2017, 2016 and 2015, Waitr generated revenues of approximately $22.9 million, $5.7 million and $340,000, respectively, with net losses of approximately $26.9 million, $8.7 million, and $818,000 for those same periods.
For additional information, please see the sections entitled “Summary Historical Financial Information of Waitr” and “Waitr Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Q:
What will happen in the business combination?
A:
Pursuant to the Merger Agreement, subject to the satisfaction or waiver of certain conditions set forth therein, Waitr will merge with and into Merger Sub, with Merger Sub surviving the merger in accordance with the DGCL as a wholly owned indirect subsidiary of the company.
Q:
Following the business combination, will the Company’s securities continue to trade on a stock exchange?
A:
Yes. We intend to apply to continue the listing of the post-combination company’s common stock and warrants on Nasdaq under the symbols “WTRH” and “WTRHW,” respectively, upon the Closing. Our units will automatically separate into the component securities upon consummation of the business combination and, as a result, will no longer trade as a separate security.
Q:
How has the announcement of the business combination affected the trading price of the Company’s Class A common stock?
A:
On May 15, 2018, the trading date before the public announcement of the business combination, the Company’s units, Class A common stock and warrants closed at $10.62, $10.11 and $0.54, respectively. On October 31, 2018, the trading date immediately prior to the date of this proxy statement, the Company’s units, Class A common stock and warrants closed at $14.50, $11.16 and $1.54, respectively.
Q:
How will the business combination impact the shares of the Company outstanding after the business combination?
A:
After the business combination, assuming no redemptions, the amount of common stock outstanding will increase by approximately 82% to approximately 53,703,841 shares of common stock (assuming that no shares of Class A common stock are redeemed). Additional shares of common stock may be issuable in the future as a result of the issuance of additional shares that are not currently outstanding, including the issuance of shares of common stock upon exercise of the public warrants, private placement warrants and options issued in connection with the business combination after the business combination. The issuance and sale of such shares in the public market could adversely impact the market price of our common stock, even if our business is doing well.
Q:
Is the business combination the first step in a “going private” transaction?
A:
No. The Company does not intend for the business combination to be the first step in a “going private” transaction. One of the primary purposes of the business combination is to provide a platform for Waitr to access the U.S. public markets.
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Q:
Will the management of Waitr change in the business combination?
A:
We anticipate that all of the executive officers of Waitr will remain with the post-combination company. The current directors of the Company other than Tilman J. Fertitta will resign at the time of the business combination. Christopher Meaux, Tilman J. Fertitta, Steven L. Scheinthal, Scott Fletcher, Joseph LeBlanc, William Gray Stream and Jonathan Green have been nominated to serve as directors of the post-combination company upon completion of the business combination. Pursuant to the terms of Merger Agreement and Debt Commitment Letter, of the seven directors to be elected to our board, four have been designated by Waitr, two have been designated by the Company and one has been designated by Luxor. Please see the sections entitled “Proposal No. 7 — The Director Election Proposal” and “Management After the Business Combination” for additional information.
Q:
What equity stake will current stockholders of the Company hold in the post-combination company after the closing?
A:
It is anticipated that, upon completion of the business combination, assuming no redemptions: (i) the Company’s public stockholders will retain an ownership interest of approximately 42% in the post-combination company (not including shares beneficially owned by our sponsors); (ii) our sponsors will own approximately 16% of the post-combination company; and (iii) the Waitr securityholders will own approximately 42% of the post-combination company. The ownership percentage with respect to the post-combination company following the business combination does not take into account (a) warrants to purchase common stock that will remain outstanding immediately following the business combination; (b) approximately 507,000 stock options that will be issued to former holders of Waitr stock options that are unvested, outstanding and unexercised as of immediately prior to the Effective Time; or (c) the issuance of any shares upon completion of the business combination under the Incentive Plan, a copy of which is attached to this proxy statement as Annex C, but does include founder shares, which will be converted into shares of common stock at the Closing on a one-for-one basis. Depending on the number of public shares redeemed, our current stockholders could own a majority of the voting rights in the post-combination company, but would not have effective control over the post-combination company. For more information, please see the sections entitled “Summary of the Proxy Statement — Impact of the Business Combination on the Company’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.
Q:
Will the Company obtain new financing in connection with the business combination?
A:
In order to finance a portion of the Cash Consideration payable in the business combination and the costs and expenses incurred in connection therewith, the Company and Merger Sub entered into the Debt Commitment Letter with Luxor, pursuant to which Luxor agreed to (a) provide the Debt Facility to Merger Sub in the aggregate principal amount of  $25,000,000 and (b) purchase from the Company an aggregate principal amount of  $60,000,000 of the Notes, in each case, concurrently with the Closing. Any proceeds from the Debt Financings not used to finance the business combination will be used for general corporate purposes.
Q:
What conditions must be satisfied to complete the business combination?
A:
There are a number of closing conditions in the Merger Agreement, including the approval by the stockholders of the Company of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals and the Incentive Plan Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the business combination, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement.”
Q:
Why is the Company proposing the Nasdaq Proposal?
A:
We are proposing the Nasdaq Proposal in order to comply with Nasdaq Listing Rules 5635(a) and (d), which require stockholder approval of certain transactions that result in the issuance of 20% or more of the outstanding voting power or shares of common stock outstanding before the issuance of stock or securities.
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Assuming no redemptions, we expect to issue approximately 22,500,000 shares of common stock in connection with the business combination. In addition, we expect to issue approximately 1,675,000 shares of common stock to the Sponsors in exchange for their private placement warrants and upon repayment of working capital loans made by them to the Company. Because we may issue 20% or more of our outstanding common stock as Stock Consideration, we are required to obtain stockholder approval of such issuance pursuant to Nasdaq Listing Rules 5635(a) and (d). For more information, please see the section entitled “Proposal No. 2 — The Nasdaq Proposal.”
Q:
Why is the Company proposing the Charter Proposals?
A:
The proposed charter that we are asking our stockholders to approve in connection with the business combination provides for: (i) upon the completion of the business combination and the conversion of the Class F Common stock into Class A common stock, the increase of the authorized capital stock of the Company from 221,000,000 shares, consisting of 200,000,000 shares of Class A common stock, 20,000,000 shares of Class F common stock and 1,000,000 shares of preferred stock, to 250,000,000 shares, which would consist of 249,000,000 shares of common stock and 1,000,000 shares of preferred stock, by, on the effective date of the filing of the proposed charter: (A) reclassifying all Class A common stock as common stock; (B) reclassifying all Class F common stock as common stock; and (C) creating an additional 29,000,000 shares of common stock; (ii) provisions providing that directors may only be removed by the affirmative vote of holders of at least seventy-five percent (75%) of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors; (iii) provisions providing that the affirmative vote of at least seventy-five percent (75%) of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors will be required for stockholders to adopt, amend, alter or repeal the Company’s bylaws; (iv) provisions proving that certain provisions may only be amended or repealed by the affirmative vote of at least seventy-five percent (75%) of the outstanding shares entitled to vote thereon; and (v) certain additional changes, including (i) changing the post-combination company’s corporate name from “Landcadia Holdings, Inc.” to “Waitr Holdings Inc.”, (ii) changing the purpose of the post-combination company to “any lawful act or activity for which corporations may be organized under the DGCL,” (iii) amending the provisions relating to the indemnification and advancement of expenses to directors and officers under certain circumstances, (iv) providing that the Court of Chancery of the State of Delaware and the United States District Court for the State of Delaware will be the sole and exclusive forums for stockholder actions and (v) eliminating certain provisions specific to our status as a blank check company, which our Board believes are necessary to adequately address the needs of the post-combination company.
Pursuant to Delaware law and the Merger Agreement, we are required to submit the Charter Proposals to the Company’s stockholders for approval. For additional information please see the sections entitled “Proposal No. 3 — Charter Proposal A,” “Proposal No. 4 — Charter Proposal B,” “Proposal No. 5 — Charter Proposal C” and “Proposal No. 6 — Charter Proposal D” for more information.
Q:
Why is the Company proposing the Director Election Proposal?
A:
Upon consummation of the business combination, our Board anticipates increasing its size from five directors to seven directors, with Class I directors having a term that expires at the next annual meeting of stockholders following the effectiveness of the proposed charter, Class II directors having a term that expires at the second annual meeting of stockholders following the effectiveness of the proposed charter and Class III directors having a term that expires at the third annual meeting of stockholders following the effectiveness of the proposed charter, or in each case until his successor is elected and qualified, or until their earlier resignation, removal or death. The Company believes it is in the best interests of stockholders to allow stockholders to vote upon the election of newly appointed directors. Please see the section entitled “Proposal No. 7 — The Director Election Proposal” for additional information.
Q:
Why is the Company proposing the Incentive Plan Proposal?
A:
The purpose of the Incentive Plan is to further align the interests of the eligible participants with those of stockholders by providing long-term incentive compensation opportunities tied to the performance of the Company. Please see the section entitled “Proposal No. 8 — The Incentive Plan Proposal” for additional information.
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Q:
Why is the Company proposing the Adjournment Proposal?
A:
We are proposing the Adjournment Proposal to allow our Board to adjourn the special meeting to a later date or dates to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals and/or the Incentive Plan Proposal. Please see the section entitled “Proposal No. 9 — The Adjournment Proposal” for additional information.
Q:
What happens if I sell my shares of Class A common stock before the special meeting?
A:
The record date for the special meeting is earlier than the date that the business combination is expected to be completed. If you transfer your shares of Class A common stock after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. However, you will not be able to seek redemption of your shares of Class A common stock because you will no longer be able to deliver them for cancellation upon consummation of the business combination. If you transfer your shares of Class A common stock prior to the record date, you will have no right to vote those shares at the special meeting or redeem those shares for a pro rata portion of the proceeds held in our trust account.
Q:
What vote is required to approve the proposals presented at the special meeting?
A:
Approval of the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal require the affirmative vote of holders of a majority of the votes cast by our stockholders present in person or represented by proxy at the special meeting and entitled to vote thereon. Approval of each of the Charter Proposals requires the affirmative vote of holders of a majority of our outstanding shares of common stock entitled to vote thereon at the special meeting.
Pursuant to our charter, until the consummation of our initial business combination, only holders of our Class F common stock can elect or remove directors. Therefore, only holders of Class F common stock will vote on the election of directors at the special meeting. The election of directors is decided by a plurality of the votes of the Class F common stock present in person or represented by proxy at the special meeting and entitled to vote on the election of directors. This means that each of the director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors.
A stockholder’s failure to vote by proxy or to vote in person at the special meeting will not be counted towards the number of shares of common stock required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on any of the proposals other than the Charter Proposals. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the vote on any of the proposals except for the Charter Proposals. Failure to vote by proxy or to vote in person or an abstention from voting on any of the Charter Proposals will have the same effective as a vote “AGAINST” such Charter Proposal.
Q:
What happens if the Business Combination Proposal is not approved?
A:
If the Business Combination Proposal is not approved and we do not consummate a business combination by December 14, 2018, the Company will be required to dissolve and liquidate its trust account.
Q:
May the Company, its sponsors or the Company’s directors or officers or their affiliates purchase shares in connection with the business combination?
A:
Our sponsors or the Company’s or Waitr’s directors, officers or advisors, or any of their respective affiliates, may purchase public shares in privately negotiated transactions or in the open market prior to the special meeting, although they are under no obligation to do so. Any such purchases that are completed after the record date for the special meeting may include an agreement with a selling stockholder that such stockholder, for so long as it remains the record holder of the shares in question, will vote in favor of the proposals presented at the special meeting and/or will not exercise its redemption rights with respect to the shares so purchased. The purpose of such share purchases and
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other transactions would be to increase the likelihood that the proposals to be voted upon at the special meeting are approved by the requisite number of votes. In the event that such purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the Business Combination Proposal and elected to redeem their shares for a portion of the trust account. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the trust account. Any public shares held by or subsequently purchased by our affiliates may be voted in favor of the Business Combination Proposal and the other proposals presented at the special meeting. None of the Company’s sponsors, directors, officers, advisors or their affiliates may make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act.
Q:
How many votes do I have at the special meeting?
A:
Our stockholders are entitled to one vote on each proposal presented at the special meeting for each share of common stock held of record as of October 16, 2018, the record date for the special meeting. As of the close of business on the record date, there were 29,528,841 outstanding shares of our common stock.
Q:
What constitutes a quorum at the special meeting?
A:
A majority of the issued and outstanding shares of the Company’s common stock entitled to vote as of the record date at the special meeting must be present, in person or represented by proxy, at the special meeting to constitute a quorum and in order to conduct business at the special meeting. Abstentions will be counted as present for the purpose of determining a quorum. Our sponsors, who currently beneficially own 23% of our issued and outstanding shares of common stock, will count towards this quorum. In the absence of a quorum, the chairman of the special meeting has the power to adjourn the special meeting. As of the record date for the special meeting, 14,764,421 shares of our common stock would be required to achieve a quorum.
Q:
How will the Company’s sponsors, directors and officers vote?
A:
Prior to our IPO, we entered into agreements with our sponsors and each of our directors and officers, pursuant to which each agreed to vote any shares of common stock owned by them in favor of the Business Combination Proposal. None of our sponsors, directors or officers has purchased any shares of our common stock during or after our IPO, although Jefferies LLC, an affiliate of the JFG Sponsor, owns 638,561 public shares, which shares they have indicated will not be submitted for redemption. As of the date of this proxy statement, neither we nor our sponsors, directors or officers have entered into any agreement, and are not currently in negotiations, to purchase shares prior to the consummation of the business combination. Currently, our sponsors beneficially own 23% of our issued and outstanding shares of common stock, including all of the founder shares, and will be able to vote all such shares at the special meeting.
Q:
What interests do the sponsors and the Company’s current officers and directors have in the business combination?
A:
Our sponsors and certain of their affiliates and certain members of our Board and officers have interests in the business combination that are different from or in addition to (and which may conflict with) your interests. You should take these interests into account in deciding whether to approve the business combination. These interests include:

the fact that our sponsors have agreed not to redeem any of the founder shares in connection with a stockholder vote to approve a proposed initial business combination;

the fact that our sponsors paid an aggregate of  $25,000 for the founder shares and such securities will have a significantly higher value at the time of the business combination, which if unrestricted and freely tradable would be valued at approximately $69,750,000 based on the closing price of our Class A common stock on Nasdaq on October 31, 2018, but, given the restrictions on such shares, we believe such shares have less value;
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the fact that our sponsors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete an initial business combination by December 14, 2018;

the fact that our sponsors paid an aggregate of  $7,000,000 for their 14,000,000 private placement warrants to purchase shares of Class A common stock and that such private placement warrants will expire worthless if a business combination is not consummated by December 14, 2018;

that fact that, in order to finance transaction costs in connection with the business combination, our sponsors or an affiliate of our sponsors or certain of our officers and directors may, but are not obligated to, loan us funds as may be required, and up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity to purchase common stock of the post-combination company at a price of  $0.50 per warrant at the option of the lender;

if the trust account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our sponsors has agreed to jointly and severally indemnify us to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which we have discussed entering into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such target business or vendor has not executed a waiver of any and all rights to seek access to the trust account;

the anticipated election of our Co-Chairman and Chief Executive Officer, Tilman J. Fertitta, and our Vice President, General Counsel and Secretary, Mr. Steven L. Scheinthal, as directors of the post-combination company;

the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the business combination;

the fact that our sponsors, officers and directors may not participate in the formation of, or become a director or officer of, any other blank check company until we (i) have entered into a definitive agreement regarding an initial business combination or (ii) fail to complete an initial business combination by December 14, 2018;

the fact that our sponsors, officers and directors will lose their entire investment in us and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by December 14, 2018;

the fact that at the Closing we will enter into the Registration Rights Agreement, which provides for registration rights to our sponsors, the Waitr securityholders and their permitted transferees;

the fact that, in connection with the Closing, JFG Sponsor will assign 10,000 founder shares to each of G. Michael Stevens, Mark Kelly and Michael Chadwick, the Company’s current independent directors;

the fact that at Closing, Steven L. Scheinthal, our Vice President, General Counsel and Secretary, and Richard H. Liem, our Vice President and Chief Financial Officer, are expected to enter into the Consulting Agreements with the Company, pursuant to which each consultant will receive 150,000 restricted shares of common stock, which will vest after one year; and

the fact that Jefferies will be entitled to receive deferred underwriting commission and a financial advisory fee upon completion of the business combination.
These interests may influence our directors in making their recommendation that you vote in favor of the approval of the business combination.
Q:
Did the Company’s Board obtain a third-party fairness opinion in determining whether or not to proceed with the business combination?
A:
No. Our charter does not require our Board to seek a third-party fairness opinion in connection with a business combination unless the target business is affiliated with our sponsors, directors or officers.
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Q:
What happens if I vote against the Business Combination Proposal?
A:
If you vote against the Business Combination Proposal but the Business Combination Proposal still obtains the affirmative vote of a majority of the outstanding shares of our common stock entitled to vote thereon at the special meeting, then the Business Combination Proposal will be approved and, assuming the approval of the Nasdaq Proposal, the Charter Proposals and the Incentive Plan Proposal and the satisfaction or waiver of the other conditions to closing, the business combination will be consummated in accordance with the terms of the Merger Agreement.
If you vote against the Business Combination Proposal and the Business Combination Proposal does not obtain the affirmative vote of a majority of the outstanding shares of our common stock entitled to vote thereon at the special meeting, then the Business Combination Proposal will fail and we will not consummate the business combination. If we do not consummate the business combination, we may continue to try to complete a business combination with a different target business until December 14, 2018. If we fail to complete an initial business combination by December 14, 2018, then we will be required to dissolve and liquidate the trust account by returning the then-remaining funds in such account to our public stockholders.
Q:
Do I have redemption rights?
A:
If you are a holder of public shares, you may redeem your public shares for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the trust account as of two business days prior to the consummation of the business combination, including interest (which interest shall be net of taxes payable), by (ii) the total number of then-outstanding public shares; provided that the Company will not redeem any shares of Class A common stock issued in the IPO to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the shares of Class A common stock included in the units sold in our IPO. Holders of our outstanding public warrants do not have redemption rights in connection with the business combination. Our sponsors, directors and officers have agreed to waive their redemption rights with respect to any public shares they may hold in connection with the consummation of the business combination, and the founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, based on the fair value of marketable securities held in the trust account of approximately $236,881,564 as of September 30, 2018, the estimated per share redemption price would have been approximately $10.18.
You will be entitled to receive cash for any public shares to be redeemed only if you:
(i)(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and
(ii) prior to 5:00 p.m., Eastern Time, on November 13, 2018, (a) submit a written request to the Transfer Agent that the Company redeem your public shares for cash and (b) deliver your public shares to the Transfer Agent, physically or electronically through DTC.
Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing.
Additionally, shares properly tendered for redemption will only be redeemed if the business combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the trust account, including interest (less taxes payable and up to $50,000 of such net interest to pay dissolution expenses) in connection with the liquidation of the trust account, unless we complete an alternative business combination prior to December 14, 2018.
19

Q:
Can the Company’s sponsors redeem their founder shares in connection with consummation of the business combination?
A:
No. Our sponsors, officers and directors have agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection with the consummation of our business combination.
Q:
Is there a limit on the number of shares I may redeem?
A:
Yes. 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), is restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our IPO. Accordingly, all shares in excess of 15% owned by a holder will not be redeemed for cash. On the other hand, a public stockholder who holds less than 15% of the public shares of Class A common stock may redeem all of the public shares held by such stockholder for cash.
In no event is your ability to vote all of your shares (including those shares held by you in excess of 15% of the shares sold in our IPO) for or against our business combination restricted. We have no specified maximum redemption threshold under our charter, other than the aforementioned 15% threshold. Each redemption of shares of Class A common stock by our public stockholders will reduce the amount in our trust account, which held marketable securities with a fair value of approximately $236,881,564 as of September 30, 2018. In no event will we redeem shares of our Class A common stock in an amount that would cause our net tangible assets to be less than $5,000,001.
Q:
Is there a limit on the total number of shares that may be redeemed?
A:
Yes. Our charter provides that we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (such 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 Merger Agreement. Other than this limitation, our charter does not provide a specified maximum redemption threshold. In addition, the Merger Agreement provides that our obligation to consummate the business combination is conditioned on the Company delivering to Waitr evidence that, immediately after the Closing (and following any redemptions of public shares and payment of expenses related to the business combination), the post-combination company will have no less than an aggregate of  $75,000,000 in cash or investments in government securities or money market funds that invest only in direct United States treasury obligations immediately after the Closing. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus the amounts required to satisfy closing cash conditions pursuant to the terms of the Merger Agreement exceeds the aggregate amount of cash available to us, we may not complete the business combination or redeem any shares, all shares of Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.
Q:
Will how I vote affect my ability to exercise redemption rights?
A:
No. You may exercise your redemption rights whether you vote your shares of common stock for or against, or whether you abstain from voting on the Business Combination Proposal or any other proposal described by this proxy statement. As a result, the Merger Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less-liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.
Q:
How do I exercise my redemption rights?
A:
In order to exercise your redemption rights, you must (i)(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and (ii) prior to 5:00 p.m., Eastern Time, on November 13, 2018, (a) submit a written request to the Transfer Agent
20

that the Company redeem your public shares for cash and (b) deliver your public shares to the Transfer Agent, physically or electronically through DTC. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing.
The Transfer Agent’s address is as follows:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com
Please check the box on the enclosed proxy card marked “Stockholder Certification” if you are not acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to shares of common stock. Notwithstanding the foregoing, a holder of the public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 15% of the shares of Class A common stock included in the units sold in our IPO, which we refer to as the “15% threshold.” Accordingly, all public shares in excess of the 15% threshold beneficially owned by a public stockholder or group will not be redeemed for cash.
Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, we do not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.
Stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to our Transfer Agent prior to the date set forth in these proxy materials, or up to two business days prior to the vote on the proposal to approve the business combination at the special meeting, or to deliver their shares to the Transfer Agent electronically using DTC’s Deposit/Withdrawal At Custodian (DWAC) system, at such stockholder’s option. The requirement for physical or electronic delivery prior to the special meeting ensures that a redeeming stockholder’s election to redeem is irrevocable once the business combination is approved.
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. The Transfer Agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming stockholder. However, this fee would be incurred regardless of whether or not we require stockholders seeking to exercise redemption rights to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.
Q:
What are the U.S. federal income tax consequences of exercising my redemption rights?
A:
Whether the redemption is subject to U.S. federal income tax depends on the particular facts and circumstances. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — U.S. Federal Income Tax Considerations.” We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.
Q:
If I am a Company warrant holder, can I exercise redemption rights with respect to my public warrants?
A:
No. The holders of our public warrants have no redemption rights with respect to our public warrants.
21

Q:
Do I have appraisal rights if I object to the business combination?
A:
No. Appraisal rights are not available to holders of our common stock in connection with the business combination.
Q:
What happens to the funds held in the trust account upon consummation of the business combination?
A:
If the business combination is consummated, the funds held in the trust account will be used to: (i) pay the Cash Consideration; (ii) pay our stockholders who properly exercise their redemption rights; (iii) pay $8,750,000 in deferred underwriting commissions to the underwriters of our IPO, in connection with the business combination; and (iv) pay certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees and other professional fees) that were incurred by the Company and other parties to the Merger Agreement in connection with the business combination.
Q:
What happens if the business combination is not consummated?
A:
There are certain circumstances under which the Merger Agreement may be terminated. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement” for information regarding the parties’ specific termination rights. If we do not consummate the business combination, we may continue to try to complete a business combination with a different target business until December 14, 2018. If we fail to complete an initial business combination by December 14, 2018, then we will: (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 our public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish our 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 our remaining stockholders and our Board, 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. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including trust account assets) will be less than the initial public offering price per unit in the IPO. Please see the section entitled “Risk Factors — Risks Related to the Company and the Business Combination.”
Holders of our founder shares have waived any right to any liquidation distribution with respect to such shares and the underwriters of our IPO agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within the required period. In addition, if we fail to complete a business combination by December 14, 2018, there will be no redemption rights or liquidating distributions with respect to our outstanding warrants, which will expire worthless.
Q:
When is the business combination expected to be completed?
A:
The Closing is expected to take place on the date that is two (2) business days following the satisfaction or waiver of the conditions described below in the subsection entitled “Proposal No. 1 — The Business Combination Proposal — Conditions to Closing of the Business Combination.” The Closing is expected to occur in the fourth quarter of 2018. The Merger Agreement may be terminated by the Company or Waitr if the Closing has not occurred by November 30, 2018.
For a description of the conditions to the completion of the business combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Conditions to Closing of the Business Combination.”
Q:
What do I need to do now?
A:
You are urged to read carefully and consider the information contained in this proxy statement, including the Annexes, and to consider how the business combination will affect you as a stockholder.
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You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.
Q:
How do I vote?
A:
If you were a holder of record of our common stock on October 16, 2018, the record date for the special meeting, you may vote with respect to the proposals in person at the special meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
Voting by Mail.   By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the special meeting in the manner you indicate. We encourage you to sign and return the proxy card even if you plan to attend the special meeting so that your shares will be voted if you are unable to attend the special meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 9:00 a.m., Eastern Time, on November 15, 2018.
Voting in Person at the Meeting.   If you attend the special meeting and plan to vote in person, we will provide you with a ballot at the special meeting. If your shares are registered directly in your name, you are considered the stockholder of record and you have the right to vote in person at the special meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the special meeting and vote in person, you will need to bring to the special meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares. For additional information, please see the section entitled “Special Meeting of Stockholders.”
Q:
What will happen if I abstain from voting or fail to vote at the special meeting?
A:
A stockholder’s failure to vote by proxy or to vote in person at the special meeting will not be counted towards the number of shares of common stock required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on any of the proposals other than the Charter Proposals. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the vote on any of the proposals except for the Charter Proposals. Failure to vote by proxy or to vote in person or an abstention from voting on any of the Charter Proposals will have the same effective as a vote “AGAINST” such Charter Proposal.
Q:
What will happen if I sign and return my proxy card without indicating how I wish to vote?
A:
Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the special meeting.
Q:
If I am not going to attend the special meeting in person, should I return my proxy card instead?
A:
Yes. Whether you plan to attend the special meeting or not, please read the enclosed proxy statement carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
Q:
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A:
No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all of the proposals presented to the stockholders at this special meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee
23

cannot vote your shares without your instruction on any of the proposals presented at the special meeting. If you do not provide instructions with your proxy, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.
Q:
May I change my vote after I have mailed my signed proxy card?
A:
Yes. You may change your vote by sending a later-dated, signed proxy card to our Secretary at the address listed below so that it is received by our Secretary prior to the special meeting or attend the special meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to our Secretary, which must be received by our Secretary prior to the special meeting.
Landcadia Holdings, Inc.
1510 West Loop South
Houston, Texas 77027
(713) 850-1010
Attention: Secretary
Q:
What should I do if I receive more than one set of voting materials?
A:
You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.
Q:
Who will solicit and pay the cost of soliciting proxies for the special meeting?
A:
The Company will pay the cost of soliciting proxies for the special meeting. The Company has engaged Morrow to assist in the solicitation of proxies for the special meeting. The Company has agreed to pay Morrow a fee of  $22,500, plus disbursements, and will reimburse Morrow for its reasonable out-of-pocket expenses and indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. The Company will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of the Company’s common stock for their expenses in forwarding soliciting materials to beneficial owners of the Company’s common stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Q:
Who can help answer my questions?
A:
If you have questions about the proposals or if you need additional copies of this proxy statement or the enclosed proxy card you should contact:
Landcadia Holdings, Inc.
1510 West Loop South
Houston, Texas 77027
(713) 850-1010
Attention: Steven L. Scheinthal
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You may also contact our proxy solicitor at:
Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Telephone: (800) 662-5200
(Banks and brokers can call collect at (203) 658-9400)
Email: LCA.info@morrowsodali.com
To obtain timely delivery, our stockholders must request the materials no later than five business days prior to the special meeting.
You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”
If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to our Transfer Agent prior to the special meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact our Transfer Agent:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com
25

SUMMARY OF THE PROXY STATEMENT
This summary highlights selected information contained in this proxy statement and does not contain all of the information that is important to you. You should read carefully this entire proxy statement, including the Annexes and accompanying financial statements of the Company and Waitr, to fully understand the business combination (as described below) before voting on the proposals to be considered at the special meeting (as described below). Please see the section entitled “Where You Can Find More Information” beginning on page244 of this proxy statement.
Unless otherwise specified, all share calculations assume (i) no exercise of redemption rights by the Company’s public stockholders; and (ii) no inclusion of any shares of Class A common stock issuable upon the exercise of the Company’s warrants.
Parties to the Business Combination
The Company
The Company is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase reorganization or similar business combination with one or more businesses. The Company was incorporated in Delaware on November 19, 2008 as Leucadia Development Corporation and changed its name to Landcadia Holdings, Inc. on September 15, 2015.
The Company’s securities are traded on Nasdaq under the ticker symbols “LCA”, “LCAHU” and “LCAHW”. The Company intends to apply to continue the listing of its common stock and warrants on Nasdaq under the symbols “WTRH” and “WTRHW,” respectively, upon the Closing. The Company’s units will automatically separate into the component securities upon consummation of the business combination and, as a result, will no longer trade as a separate security.
The mailing address of the Company’s principal executive office is 1510 West Loop South, Houston, Texas 77027. Upon consummation of the business combination, the mailing address of the Company’s principal executive offices will be 844 Ryan Street, Suite 300, Lake Charles, Louisiana 70601.
Merger Sub
Merger Sub, a Delaware corporation, is a wholly owned subsidiary of the Company, formed by the Company on May 11, 2018 to consummate the business combination. In the business combination, Waitr will merge with and into Merger Sub, with Merger Sub continuing as the surviving entity.
The mailing address of Merger Sub’s principal executive office is 1510 West Loop South, Houston, Texas 77027.
Waitr
Waitr is a Louisiana business corporation formed on December 5, 2013. Waitr is headquartered in Lake Charles, Louisiana and is a leading restaurant platform for online food ordering and delivery in the Southeastern United States. The company partners with local independent restaurants and regional and national chains in underserved markets, extending the massive and growing online ordering and food delivery market to America’s heartland.
For more information about Waitr, please see the sections entitled “Information About Waitr,” “Waitr Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Management after the Business Combination.”
The mailing address of Waitr’s principal executive office is 844 Ryan Street, Suite 300, Lake Charles, Louisiana 70601.
The Business Combination Proposal
On May 16, 2018, the Company, Merger Sub and Waitr entered into the Merger Agreement, pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, Waitr will merge with and into Merger Sub, with Merger Sub surviving the merger in accordance with the DGCL as a wholly
26

owned indirect subsidiary of the Company. For more information about the business combination, please see the section entitled “Proposal No. 1 — The Business Combination Proposal.” A copy of the Merger Agreement is attached to this proxy statement as Annex A.
Consideration to Waitr Securityholders in the Business Combination
The aggregate consideration for the business combination will be $300,000,000, payable in the form of cash and shares of the Company’s common stock valued at $10.00 per share, plus up to approximately $8,000,000 payable in the form of Company stock options to be issued to holders of options to purchase Waitr shares that are unvested, outstanding and unexercised as of immediately prior to the Effective Time. The cash portion of the consideration will be an aggregate amount equal to the sum of  (i) the Minimum Cash Consideration Amount of approximately $50,000,000 plus (ii) the Additional Cash Amount, if any, of up to $25,000,000. The remainder of  $300,000,000 less the Cash Consideration will be paid in the form of newly issued shares of the Company’s common stock valued at $10.00 per share. In addition, all options to purchase Waitr shares that are unvested, outstanding and unexercised as of immediately prior to the Effective Time, valued at approximately $8,000,000 as of the execution of the Merger Agreement, will be assumed by the Company. For more information about the consideration to the Waitr securityholders, please see the section entitled “Proposal No. 1 — The Business Combination Proposal.”
Related Agreements
Registration Rights Agreement
At the Closing, the Company will enter into the Registration Rights Agreement, substantially in the form attached as Annex D to this proxy statement, with the sponsors and the Waitr securityholders, which provides certain registration rights to the sponsors and the Waitr securityholders and pursuant to which the Company will, not later than 120 days after the Closing, file a registration statement covering the founder shares, the private placement warrants (including any common stock issued or issuable upon exercise of any such private placement warrants) and the Company’s shares issued to the Waitr securityholders at the Closing. Subject to certain exceptions, the Company will bear all Registration Expenses (as defined in the Registration Rights Agreement).
Consulting Agreements
At the Closing, each of Steven L. Scheinthal, our Vice President, General Counsel and Secretary, and Richard H. Liem, our Vice President and Chief Financial Officer, is expected to enter into a Consulting Agreement with the Company with a term of one year. Pursuant to the Consulting Agreements, each consultant will receive 150,000 restricted shares of common stock, which will vest after one year.
Employment Agreement
Prior to the Closing, Christopher Meaux is expected to enter into an employment agreement with the Company. Mr. Meaux’s proposed employment agreement will have an indefinite term that will continue until terminated in accordance with its terms. The employment agreement provides for an annual salary equal to $450,000, and a target annual cash bonus equal to $450,000, based upon the attainment of certain performance metrics determined by the combined company’s board of directors.
Mr. Meaux shall be able to participate in the same incentive compensation and benefit plans in which other senior executives of the combined company are eligible to participate. Mr. Meaux will be granted 250,000 shares of restricted stock, subject to the terms of the Incentive Plan, which will vest in three (3) equal installments over a three-year period following the grant date. For additional information, see the section entitled “Executive Compensation — Waitr.”
Debt Commitment Letter
In order to finance a portion of the Cash Consideration payable in the business combination and the costs and expenses incurred in connection therewith, the Company and Merger Sub entered into the Debt Commitment Letter with Luxor, pursuant to which Luxor agreed to (a) provide the Debt Facility to Merger
27

Sub in the aggregate principal amount of  $25,000,000 and (b) purchase from the Company an aggregate principal amount of  $60,000,000 of the Notes, in each case, concurrently with the Closing. A copy of the Debt Commitment Letter is attached to this proxy statement as Annex E. Any proceeds from the Debt Financings not used to finance the business combination will be used for general corporate purposes.
Lock-up Agreements
At the Closing, the Company and the Waitr securityholders will enter into lock-up agreements (the “Lock-up Agreements”), pursuant to which the shares of common stock issued to Waitr securityholders at the Closing will be subject to a lock-up period beginning on the date of the Closing and expiring one (1) year after the date of the Closing or earlier if, subsequent to the Closing, (i) the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty- (30) trading day period commencing at least one hundred fifty (150) days after the Closing or (ii) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. For more information on the Lock-up Agreements, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Lock-up Agreements.”
In addition, at the Closing the Company will enter into a lock-up agreement with the sponsors, pursuant to which the private placement warrants will be subject to a six-month lock-up period on terms otherwise consistent with the Lock-up Agreements.
Organizational Structure
The following diagram, which is subject to change based upon any redemptions by the Company’s current public stockholders in connection with the business combination, illustrates the ownership structure of the post-combination company immediately following the business combination:
[MISSING IMAGE: tv504508_chrt-org.jpg]
Redemption Rights
Pursuant to our charter, holders of public shares may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the trust account as of two business days prior to the consummation of the business combination, including interest (which interest shall be net of taxes payable), by (ii) the total number of then-outstanding public shares; provided that the Company will not redeem any shares of Class A common
28

stock issued in the IPO to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001. As of September 30, 2018, this would have amounted to approximately $10.18 per share.
You will be entitled to receive cash for any public shares to be redeemed only if you:
(i)(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and
(ii) prior to 5:00 p.m., Eastern Time, on November 13, 2018, (a) submit a written request to the Transfer Agent that the Company redeem your public shares for cash and (b) deliver your public shares to the Transfer Agent, physically or electronically through DTC.
Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing.
Notwithstanding the foregoing, a holder of the public shares, together with any affiliate of his or her or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)-(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 15% of the shares of Class A common stock included in the units sold in our IPO.
If a holder exercises its redemption rights, then such holder will be exchanging its public shares for cash and will no longer own shares of the post-combination company. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our Transfer Agent in accordance with the procedures described herein. Please see the section entitled “Special Meeting of Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.
Impact of the Business Combination on the Company’s Public Float
Assuming there are no redemptions of our public shares, it is anticipated that, upon completion of the business combination, the ownership of the post-combination company will be as follows:

our public stockholders will own approximately 42% (not including shares beneficially owned by our sponsors);

our sponsors will own approximately 16%; and

Waitr securityholders will own approximately 42%.
The ownership percentages with respect to the post-combination company following the business combination set forth above do not take into account (a) warrants to purchase common stock that will remain outstanding immediately following the business combination; (b) approximately 507,000 stock options that will be issued to former holders of Waitr stock options that are unvested, outstanding and unexercised as of immediately prior to the Effective Time; or (c) the issuance of any shares upon completion of the business combination under the Incentive Plan, a copy of which is attached to this proxy statement as Annex C, but does include founder shares, which will be converted into shares of common stock at the Closing on a one-for-one basis. If the actual facts are different than these assumptions, the percentage ownership retained by our public stockholders following the business combination will be different. The public warrants and private placement warrants will become exercisable 30 days after the completion of the business combination and will expire five years after the completion of the business combination or earlier upon redemption or liquidation. Depending on the number of public shares redeemed, our current stockholders could own a majority of the voting rights in the post-combination company, but would not have effective control over the post-combination company
The issuance of 20% or more of our outstanding shares of common stock in connection with the Merger Agreement requires stockholder approval of the Nasdaq Proposal.
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For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”
Board of Directors of the Company Following the Business Combination
Upon consummation of the business combination, our Board anticipates increasing its initial size from five directors to seven directors, with each Class I director having a term that expires at the first annual meeting of stockholders following the effectiveness of the proposed charter, each Class II director having a term that expires at the second annual meeting of stockholders following the effectiveness of the proposed charter and each Class III director having a term that expires at the third annual meeting following the effectiveness of the proposed charter, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. Pursuant to the terms of Merger Agreement and Debt Commitment Letter, of the seven directors to be elected to our board, four have been designated by Waitr, two have been designated by the Company and one has have been designated by Luxor. Please see the section entitled “Proposal No. 7 — The Director Election Proposal” for additional information.
The Charter Proposals
Upon the Closing and assuming the approval at the special meeting of each of the Charter Proposals, our charter will be amended promptly to reflect:

upon the completion of the business combination and the conversion of the Class F Common stock into Class A common stock, the increase of the authorized capital stock of the Company from 221,000,000 shares, consisting of 200,000,000 shares of Class A common stock, 20,000,000 shares of Class F common stock and 1,000,000 shares of preferred stock, to 250,000,000 shares, which would consist of 249,000,000 shares of common stock and 1,000,000 shares of preferred stock, by, on the effective date of the filing of the proposed charter: (i) reclassifying all Class A common stock as common stock; (ii) reclassifying all Class F common stock as common stock; and (iii) creating an additional 29,000,000 shares of common stock;

provisions providing that directors may only be removed by the affirmative vote of holders of at least seventy-five percent (75%) of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors;

provisions providing that (i) the affirmative vote of at least seventy-five percent (75%) of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors will be required for stockholders to adopt, amend, alter or repeal the Company’s bylaws and (ii) certain provisions of our charter may only be amended or repealed by the affirmative vote of at least seventy-five percent (75%) of the outstanding shares entitled to vote thereon; and

certain additional changes, including (i) changing the post-combination company’s corporate name from “Landcadia Holdings, Inc.” to “Waitr Holdings Inc.”, (ii) changing the purpose of the post-combination company to “any lawful act or activity for which corporations may be organized under the DGCL,” (iii) amending the provisions relating to the indemnification and advancement of expenses to directors and officers under certain circumstances, (iv) providing that the Court of Chancery of the State of Delaware and the United States District Court for the State of Delaware will be the sole and exclusive forums for stockholder actions and (v) eliminating certain provisions specific to our status as a blank check company, which our Board believes are necessary to adequately address the needs of the post-combination company.
Please see the sections entitled “Proposal No. 3 — Charter Proposal A,” “Proposal No. 4 — Charter Proposal B,” “Proposal No. 5 — Charter Proposal C” and “Proposal No. 6 — Charter Proposal D,” for more information for more information.
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Other Proposals
In addition, at the special meeting the stockholders of the Company will be asked to vote on:

A proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of the Company’s issued and outstanding common stock in connection with the business combination;

A proposal to elect, effective at the Closing, seven directors to serve staggered terms on our Board until the 2019, 2020 and 2021 annual meeting of stockholders, respectively, or until his successor is elected and qualified;

A proposal to approve the Incentive Plan, a copy of which is attached to this proxy statement as Annex C, including the authorization of the initial share reserve under the Incentive Plan and also for purposes of complying with Section 162(m) of the Internal Revenue Code of 1986, as amended; and

A proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals or the Incentive Plan Proposal. This proposal will only be presented at the special meeting if there are not sufficient votes to approve the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals or the Incentive Plan Proposal.
Please see the sections entitled “Proposal No. 2 — The Nasdaq Proposal,” “Proposal No. 7 — The Director Election Proposal,” “Proposal No. 8 — The Incentive Plan Proposal” and “Proposal No. 9 — The Adjournment Proposal” for more information.
Date, Time and Place of Special Meeting
The special meeting will be held on November 15, 2018, at 10:00 a.m., Eastern Time, at the offices of Winston & Strawn LLP, located at 200 Park Avenue, New York, NY 10166, or at such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.
Voting Power; Record Date
Only stockholders of record at the close of business on October 16, 2018, the record date for the special meeting, will be entitled to vote at the special meeting. You are entitled to one vote for each share of common stock that you owned as of the close of business on the record date. Pursuant to our charter, until the consummation of our initial business combination, only holders of our Class F common stock can elect or remove directors. Therefore, only holders of Class F common stock will vote on the election of directors at the special meeting.
If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 29,528,841 shares of common stock outstanding and entitled to vote, of which 23,278,841 are shares of Class A common stock and 6,250,000 are shares of Class F common stock held by our sponsors.
Accounting Treatment
The business combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, the Company will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the business combination will be treated as the equivalent of Waitr issuing stock for the net assets of the Company, accompanied by a recapitalization. The net assets of the Company will be stated at historical cost, with no goodwill or other intangible assets recorded.
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Appraisal Rights
Appraisal rights are not available to our stockholders in connection with the business combination.
Proxy Solicitation
Proxies may be solicited by mail. The Company has engaged Morrow to assist in the solicitation of proxies.
If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the special meeting. A stockholder may also change its vote by submitting a later-dated proxy, as described in the section entitled “Special Meeting of Stockholders — Revoking Your Proxy.”
Interests of Certain Persons in the Business Combination
In considering the recommendation of our Board to vote in favor of the business combination, stockholders should be aware that aside from their interests as stockholders, our sponsors and certain of their affiliates and certain members of our Board and officers have interests in the business combination that are different from, or in addition to, those of other stockholders generally. Our Board was aware of and considered these interests, among other matters, in evaluating and negotiating the business combination, and in recommending to stockholders that they approve the business combination. Stockholders should take these interests into account in deciding whether to approve the business combination.
These interests include, among other things:

the fact that our sponsors have agreed not to redeem any of the founder shares in connection with a stockholder vote to approve a proposed initial business combination;

the fact that our sponsors paid an aggregate of  $25,000 for the founder shares and such securities will have a significantly higher value at the time of the business combination, which if unrestricted and freely tradable would be valued at approximately $69,750,000 based on the closing price of our Class A common stock on Nasdaq on October 31, 2018, but, given the restrictions on such shares, we believe such shares have less value;

the fact that our sponsors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete an initial business combination by December 14, 2018;

the fact that our sponsors paid an aggregate of  $7,000,000 for their 14,000,000 private placement warrants to purchase shares of Class A common stock and that such private placement warrants will expire worthless if a business combination is not consummated by December 14, 2018;

the fact that on August 21, 2018, the Company issued a convertible promissory note to FEI Sponsor that provides for FEI Sponsor to advance to the Company, from time to time, up to $1,500,000 for ongoing expenses, and on August 22, 2018, the Company drew the full amount, which may be converted into warrants to purchase common stock of the post-combination company at the option of FEI Sponsor;

the fact that if the trust account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our sponsors have agreed that they will be jointly and severally liable to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which we have discussed entering into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such target business or vendor has not executed a waiver of any and all rights to seek access to the trust account;

the anticipated election of our Chief Executive Officer, Tilman J. Fertitta, and our Vice President, General Counsel and Secretary, Steven L. Scheinthal, as directors of the post-combination company;
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the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the business combination;

the fact that our sponsors, officers and directors may not participate in the formation of, or become a director or officer of, any other blank check company until we (i) have entered into a definitive agreement regarding an initial business combination or (ii) fail to complete an initial business combination by December 14, 2018; provided that, in the case of clause (i), such other blank check company does not consummate its initial public offering prior to the consummation of the business combination;

the fact that our sponsors, officers and directors will lose their entire investment in us and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by December 14, 2018;

the fact that at the Closing we will enter into the Registration Rights Agreement, which provides for registration rights to the sponsors, the Waitr securityholders and their permitted transferees;

the fact that, in connection with the Closing, JFG Sponsor will assign 10,000 founder shares to each of G. Michael Stevens, Mark Kelly and Michael Chadwick, the Company’s current independent directors; and

the fact that at Closing, Steven L. Scheinthal, our Vice President, General Counsel and Secretary, and Richard H. Liem, our Vice President and Chief Financial Officer, are expected to enter into the Consulting Agreements with the Company, pursuant to which each consultant will receive 150,000 restricted shares of common stock, which will vest after one year.
Certain Other Interests in the Business Combination
In addition to the interests of the Company’s directors and officers in the business combination, you should keep in mind that Jefferies has financial interests that are different from, or in addition to, the interests of our stockholders.
Jefferies was an underwriter in our initial public offering. Richard Handler, Chief Executive Officer and President of Jefferies, serves as Co-Chairman and President of the Company. Upon consummation of the business combination, the underwriters of the initial public offering are entitled to $8,750,000 of deferred underwriting commission, of which Jefferies is entitled to $3,718,750. The underwriters of the initial public offering have agreed to waive their rights to the deferred underwriting commission held in the trust account in the event the Company does not complete an initial business combination within 24 months of the closing of the initial public offering. Accordingly, if the business combination with Waitr, or any other initial business combination, is not consummated by that time and the Company is therefore required to be liquidated, the underwriters of the initial public offering, including Jefferies, will not receive any of the deferred underwriting commission and such funds will be returned to the Company’s public stockholders upon its liquidation.
Furthermore, Jefferies is engaged by the Company as financial and capital markets advisors to the Company. The Company decided to retain Jefferies as its financial and capital markets advisors based primarily on (i) Jefferies’ extensive knowledge, strong market position and positive reputation in equity capital markets, (ii) Jefferies’ experienced and capable investment banking team and (iii) Jefferies’ long-standing relationship with and affiliation with the Company and the Sponsors. The Company agreed to pay Jefferies an aggregate fee of  $4,500,000 in connection with its services as financial advisor, all of which will become payable, and is contingent, upon the consummation of the business combination. In addition, under the terms of Jefferies’ engagement, the Company agreed to reimburse Jefferies for its reasonable expenses, including fees, disbursements and other charges of counsel, and to indemnify Jefferies and related parties against liabilities, including liabilities under federal securities laws, relating to, or arising out of, its engagement.
Jefferies has also been engaged by the Company to act as its placement agent with respect to the Debt Financings. The Company has agreed to pay Jefferies a fee of  $1,700,000 at the Closing, reimburse all out-of-pocket expenses (including fees and expenses of its counsel, and the fees and expenses of any other independent experts retained by Jefferies) incurred by Jefferies and its designated affiliates, and to indemnify Jefferies and related parties against liabilities relating to or arising out of its engagement as placement agent.
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Jefferies therefore has a financial interest in the Company completing a business combination that will result in the payment of the deferred underwriting commission to the underwriters of the initial public offering, including Jefferies. In considering approval of the business combination, the Company’s stockholders should consider the roles of Jefferies in light of its financial interest in the business combination with Waitr being consummated.
Reasons for the Approval of the Business Combination
We were 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. We sought to do this by utilizing the networks and industry experience of our management team and our sponsors to identify, acquire and operate one or more businesses in the dining, hospitality, entertainment and gaming industries in the United States, although we were not limited to a particular industry or geographic region.
The Board considered a number of factors pertaining to the business combination as generally supporting its decision to enter into the Merger Agreement and the business combination, including but not limited to, the following material factors:

Business and Financial Condition and Prospects.   The knowledge and familiarity of the Board and the Company’s management with Waitr’s business, financial condition, results of operations.

Proven Management Team.   The Board considered the experience of Christopher Meaux, the founder of Waitr, in the technology industry, and the fact that the post-combination company will be led by Mr. Meaux. The Board further considered that Waitr was started “from scratch” by Mr. Meaux and that Mr. Meaux had already demonstrated a strong ability to grow revenues and surround himself with a capable management team.

Other Alternatives.   The Board’s belief, after a thorough review of other business combination opportunities reasonably available to the Company, that the business combination with Waitr was more beneficial than others because it presented the Company with a chance to enter an underpenetrated market and become part of an industry with rapid growth that was complementary to the skills and experience of its Sponsors. Furthermore, our Sponsors were already familiar with Waitr as it was already an online delivery partner for a number of FEI Sponsor’s restaurants.

Terms of the Merger Agreement.   The Board considered the terms and conditions of the Merger Agreement and the transactions contemplated thereby.
For more information about our decision-making process, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Our Board’s Reasons for the Approval of the Business Combination.”
Conditions to Closing of the Business Combination
The respective obligations of the Company and Waitr to consummate the business combination are subject to the satisfaction or written waiver by both the Company and Waitr, of each of the following conditions, among others:

No governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the business combination in force;

The approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals and the Incentive Plan Proposal at the special meeting; and

The approval by the holders of at least a majority of each of Waitr’s (i) common stock, (ii) Series AA preferred stock, (iii) Series Seed I preferred stock and (iv) Series Seed II preferred stock (the “Waitr Stockholder Approval”), which was received on May 18, 2018.
The obligations of the Company to affect the business combination are subject to fulfillment, on or prior to the Closing Date, of certain conditions (any or all of which may be waived in writing by the Company), including, among others:
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Waitr must have performed as of or prior to the Closing each of the covenants to be performed as of or prior to the Closing under the Merger Agreement in all material respects;

From the date of the Merger Agreement until the Closing Date, there must not have occurred and be continuing any change, event or effect that, individually or when taken together with all other changes, events or effect, constitutes a Waitr Material Adverse Effect (as defined herein);

Waitr must have delivered or caused to be delivered to the Company employment agreements (the “Employment Agreements”) duly executed by each of Christopher Meaux and David Pringle; and

Waitr must have delivered to the Company duly executed Lock-up Agreements from each Waitr securityholder receiving Stock Consideration under the Merger Agreement.
The obligations of Waitr to affect the business combination are subject to fulfillment, on or prior to the Closing Date, of certain conditions (any or all of which may be waived in writing by Waitr), including, among others:

Each of the covenants of the Company and Merger Sub to be performed as of or prior to the Closing must have been performed in all material respects;

Since the date of the Merger Agreement until the Closing Date, there must not have occurred and be continuing any change, event or effect that, individually or when taken together with all other changes, events or effect, constitutes a Landcadia Material Adverse Effect (as defined herein);

The Company must have delivered to Waitr duly executed lock-up agreements signed by the Company and its founders with respect to the private placement warrants that will provide for a six-month lock-up period on terms otherwise consistent with the Lock-up Agreements; and

The Company must have delivered or caused to be delivered to Waitr each of the Employment Agreements, duly executed by the Company.
Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Conditions to Closing of the Business Combination” for additional information.
Regulatory Matters
Under the HSR Act and the rules that have been promulgated thereunder by the U.S. Federal Trade Commission (“FTC”), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. On June 14, 2018, the Company and Waitr were notified that the business combination is not subject to these requirements and therefore is not subject to a 30-day waiting period following the filing of a Notification and Report Forms with the Antitrust Division
At any time before or after consummation of the business combination, the applicable competition authorities could take such action under applicable antitrust laws as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the business combination. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot assure you that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the business combination on antitrust grounds, and, if such a challenge is made, we cannot assure you as to its result. Neither the Company nor Waitr is aware of any material regulatory approvals or actions that are required for completion of the business combination other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.
Quorum and Required Vote for Proposals for the Special Meeting
A quorum of our stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting if a majority of the common stock outstanding and entitled to vote at the special meeting is represented in person or by proxy.
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Approval of the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal require the affirmative vote of holders of a majority of the votes cast by our stockholders present in person or represented by proxy at the special meeting and entitled to vote thereon. Approval of each of the Charter Proposals requires the affirmative vote of holders of a majority of our outstanding shares of common stock entitled to vote thereon at the special meeting.
Pursuant to our charter, until the consummation of our initial business combination, only holders of our Class F common stock can elect or remove directors. Therefore, only holders of Class F common stock will vote on the election of directors at the special meeting. The election of directors is decided by a plurality of the votes of the Class F common stock present in person or represented by proxy at the special meeting and entitled to vote on the election of directors. This means that each of the director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors.
A stockholder’s failure to vote by proxy or to vote in person at the special meeting will not be counted towards the number of shares of common stock required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on any of the proposals other than the Charter Proposals. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the vote on any of the proposals except for the Charter Proposals. Failure to vote by proxy or to vote in person or an abstention from voting on any of the Charter Proposals will have the same effective as a vote “AGAINST” such Charter Proposal.
The Closing is conditioned on, among other things, the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals and the Incentive Plan Proposal at the special meeting. Each of the proposals other than the Business Combination Proposal is conditioned on the approval of the Business Combination Proposal, other than the Adjournment Proposal, which is not conditioned on the approval of any other proposal set forth in this proxy statement. The Charter Proposals and the Incentive Plan Proposal are also conditioned on the approval of the Nasdaq Proposal. It is important for you to note that in the event that the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals or the Incentive Plan Proposal do not receive the requisite vote for approval, we will not consummate the business combination. If we do not consummate the business combination and fail to complete an initial business combination by December 14, 2018, we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to our public stockholders.
Recommendation to our Stockholders
Our Board believes that each of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposals, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal to be presented at the special meeting is in the best interests of the Company and our stockholders and unanimously recommends that its stockholders vote “FOR” each of the proposals.
When you consider the recommendation of our Board in favor of approval of the Business Combination Proposal, you should keep in mind that our sponsors and certain of their affiliates and certain members of our Board and officers have interests in the business combination that are different from or in addition to (or which may conflict with) your interests as a stockholder. Stockholders should take these interests into account in deciding whether to approve the business combination. These interests include, among other things:

the fact that our sponsors have agreed not to redeem any of the founder shares in connection with a stockholder vote to approve a proposed initial business combination;

the fact that our sponsors paid an aggregate of  $25,000 for the founder shares and such securities will have a significantly higher value at the time of the business combination, which if unrestricted and freely tradable would be valued at approximately $69,750,000 based on the closing price of our Class A common stock on Nasdaq on October 31, 2018, but, given the restrictions on such shares, we believe such shares have less value;
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the fact that our sponsors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete an initial business combination by December 14, 2018;

the fact that our sponsors paid an aggregate of  $7,000,000 for their 14,000,000 private placement warrants to purchase shares of Class A common stock and that such private placement warrants will expire worthless if a business combination is not consummated by December 14, 2018;

the fact that on August 21, 2018, the Company issued a convertible promissory note to FEI Sponsor that provides for FEI Sponsor to advance to the Company, from time to time, up to $1,500,000 for ongoing expenses, and on August 22, 2018, the Company drew the full amount, which may be converted into warrants to purchase common stock of the post-combination company at the option of FEI Sponsor;

the fact that if the trust account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our sponsors have agreed that they will be jointly and severally liable to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which we have discussed entering into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such target business or vendor has not executed a waiver of any and all rights to seek access to the trust account;

the anticipated election of our Chief Executive Officer, Tilman J. Fertitta, and our Vice President, General Counsel and Secretary, Steven L. Scheinthal, as directors of the post-combination company;

the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the business combination;

the fact that our sponsors, officers and directors may not participate in the formation of, or become a director or officer of, any other blank check company until we (i) have entered into a definitive agreement regarding an initial business combination or (ii) fail to complete an initial business combination by December 14, 2018; provided that, in the case of clause (i), such other blank check company does not consummate its initial public offering prior to the consummation of the business combination;

the fact that our sponsors, officers and directors will lose their entire investment in us and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by December 14, 2018;

the fact that that at the Closing we will enter into the Registration Rights Agreement, which provides for registration rights to the sponsors, the Waitr securityholders and their permitted transferees;

the fact that, in connection with the Closing, JFG Sponsor will assign 10,000 founder shares to each of G. Michael Stevens, Mark Kelly and Michael Chadwick, the Company’s current independent directors;

the fact that at Closing, Steven L. Scheinthal, our Vice President, General Counsel and Secretary, and Richard H. Liem, our Vice President and Chief Financial Officer, are expected to enter the Consulting Agreements with the Company, pursuant to which each consultant will receive 150,000 restricted shares of common stock, which will vest after one year; and

the fact that Jefferies will be entitled to receive deferred underwriting commission and a financial advisory fee upon completion of the business combination.
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Risk Factors
In evaluating the business combination and the proposals to be considered and voted on at the special meeting, you should carefully review and consider the risk factors set forth under the section entitled “Risk Factors” beginning on page 43 of this proxy statement. The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) the ability of the Company and Waitr to complete the business combination, and (ii) the business, cash flows, financial condition and results of operations of the Company following consummation of the business combination.
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SUMMARY HISTORICAL FINANCIAL INFORMATION OF THE COMPANY
The following table contains summary historical financial data as of and for the six months ended June 30, 2018 and 2017 and as of and for the years ended December 31, 2017, 2016, and 2015. The statements of operations data for the years ended December 31, 2017, 2016 and 2015, and the balance sheet data as of December 31, 2017 and 2016, are derived from the audited financial statements of the Company, which are included elsewhere in this proxy statement. The balance sheet data as of December 31, 2015 is derived from the audited financial statements of the Company, which are not included in this proxy statement. The statements of operations data for the six months ended June 30, 2018 and 2017, and the balance sheet data as of June 30, 2018 and 2017, are derived from our unaudited financial statements, which are included elsewhere in this proxy statement. The unaudited financial statements have been prepared in conformity with GAAP and are prepared on the same basis as the annual audited financial statements included elsewhere in this proxy statement. Results from interim periods are not necessarily indicative of results that may be expected for the entire year. The information below is only a summary and should be read in conjunction with the sections entitled “The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Information About the Company” and in our financial statements, and the notes and schedules related thereto, which are included elsewhere in this proxy statement.
Six Months ended
June 30,
Year ended
December 31,
(in thousands)
2018
2017
2017
2016
2015
Statement of Operations Data:
General and administrative expenses
$ 414 $ 290 $ 480 $ 261 $ 12
Net Income (loss)
942 230 870 (5) (12)
(Loss) per share – basic and diluted
$ (0.04) (0.03) (0.05) (0.03) (0.00)
Statement of Cash Flows:
Net cash used in operating activities
$ (787) $ (294) $ (492) $ (298) $ (0)
Net cash provided by (used in) investing activities
17,863 (250,000)
Net cash provided by (used in) financing activities
(17,420) 251,350 11
Balance Sheet Data:
Total cash
$ 228 $ 769 $ 572 $ 1,063 $ 11
Total assets
236,055 251,769 252,670 251,474 334
Total liabilities
9,074 8,949 9,211 8,884 335
Total stockholders’ equity (deficit)
5,000 5,000 5,000 5,000 (1)
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SUMMARY HISTORICAL FINANCIAL INFORMATION OF WAITR
The following table contains summary historical financial data for the six months ended June 30, 2018 and 2017, as of December 31, 2017 and 2016, and for the years ended December 31, 2017, 2016, and 2015. Such data for the years ended December 31, 2017, 2016 and 2015 have been derived from the audited financial statements of Waitr, which are included elsewhere in this proxy statement. Such data for the six months ended June 30, 2018 and 2017 have been derived from the unaudited financial statements of the Company included elsewhere in this proxy statement. Results from interim periods are not necessarily indicative of results that may be expected for the entire year. The information presented below should be read in conjunction with “Waitr Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Information about Waitr” and the financial statements and the notes related thereto, included elsewhere in this proxy statement.
Six Months ended
June 30,
Year ended
December 31,
(in thousands)
2018
2017
2017
2016
2015
Statement of Operations Data:
Total revenue
$ 28,569 $ 8,448 $ 22,911 $ 5,650 $ 340
Net (Loss)
(10,826) (7,258) (26,907) (8,722) (818)
(Loss) per share – basic and diluted
(0.97) (0.65) (2.42) (0.91) (0.09)
Statement of Cash Flows:
Net cash used in operating activities
$ (4,398) $ (5,748) $ (12,411) $ (4,497) $ (663)
Net cash used in investing activities
(1,124) (860) (1,874) (826) (203)
Net cash provided by financing activities
3,377 7,467 14,947 8,334 1,115
Balance Sheet Data:
Total cash
$ 1,802 N/A $ 3,947 $ 3,285 N/A
Total assets
14,617 N/A 11,407 7,815 N/A
Total liabilities
23,058 N/A 12,917 1,432 N/A
Total stockholders’ equity (deficit)
(8,441) N/A (1,510) 6,383 N/A
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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following summary unaudited pro forma condensed combined financial data (the “summary pro forma data”) gives effect to the transaction contemplated by the business combination and the Debt Financings. The business combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, the Company will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the business combination will be treated as the equivalent of Waitr issuing stock for the net assets of the Company, accompanied by a recapitalization. The net assets of the Company will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the business combination will be those of Waitr. The summary unaudited pro forma condensed combined balance sheet data as of June 30, 2018 gives effect to the business combination and Debt Financings as if it had occurred on June 30, 2018. The summary unaudited pro forma condensed combined statement of operations data for the six months ended June 30, 2018 and year ended December 31, 2017 gives effect to the business combination and Debt Financings as if it had occurred on January 1, 2017.
The summary pro forma data have been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information of the post-combination company appearing elsewhere in this proxy statement and the accompanying notes to the unaudited pro forma financial statements. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical consolidated financial statements and related notes of the Company and Waitr for the applicable periods included in this proxy statement. The summary pro forma data have been presented for informational purposes only and are not necessarily indicative of what the post-combination company’s financial position or results of operations actually would have been had the business combination been completed as of the dates indicated. In addition, the summary pro forma data do not purport to project the future financial position or operating results of the post-combination company.
The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of the Company’s common stock:

Assuming Minimum Redemptions: This presentation assumes that no additional public stockholders of the Company exercise redemption rights with respect to their public shares for a pro rata share of the funds in Landcadia Holdings’ trust account.

Assuming Maximum Redemptions: This presentation assumes that stockholders holding 16.9 million of the Company’s public shares exercise their redemption rights and that such shares are redeemed for their pro rata share ($10.13 per share) of the funds in the Company’s trust account. Per the Company’s IPO registration statement, a public stockholder, together with any affiliate of his or hers, or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking conversion rights with respect to 15% or more of the Class A shares of common stock sold in the IPO. Under the terms of the Merger Agreement, the consummation of the business combination is conditioned upon the Company delivering to Waitr evidence that, immediately after the Closing (and following any redemptions of public shares and payment of expenses related to the business combination), the post-combination company will have no less than an aggregate of  $75 million in cash or investments in government securities or money market funds that invest only in direct United States treasury obligations immediately after the Closing. Furthermore, the Company will only proceed with the business combination if it will have net tangible assets of at least $5,000,001 upon consummation of the business combination. This scenario gives effect to the Company’s public share redemptions of approximately 16.9 million shares for aggregate redemption payments of  $171.6 million. Aggregate redemption payments of  $171.6 million were calculated as $235.8 million of cash in the trust account per the unaudited pro forma condensed combined balance sheet, plus cash on the Waitr and Landcadia balance sheets and from the Debt Facility and Notes, less the Minimum Cash Consideration Amount, cash settlement of an outstanding loan of the Company, $75.0 million required available cash from the trust account, and $25.0 million for transaction related costs. Any proceeds from the Debt Financings not used to
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finance the business combination will be used for general corporate purposes. The public redemption shares of approximately 16.9 million shares is calculated as $171.6 million redemption payments divided by the estimated per share redemption value of  $10.13 ($235,813,316 in trust account per the unaudited pro forma condensed combined balance sheet divided by 23,278,841 Landcadia Holdings public shares as of June 30, 2018).
Assuming
Minimum
Redemptions
Assuming
Maximum
Redemptions
Selected Unaudited Pro Forma Condensed Combined Statement
of Operations Data
Six Months Ended June 30, 2018 (in thousands, except share and per share information)
Revenues
$ 28,569 $ 28,569
Net loss per share – basic and diluted
$ (0.24) $ (0.32)
Weighted-average shares outstanding – basic and diluted
53,703,841 39,264,721
Selected Unaudited Pro Forma Condensed Combined Statement
of Operations Data
Year Ended December 31, 2017 (in thousands, except share and per share information)
Revenues
$ 22,911 $ 22,911
Net loss per share – basic and diluted
$ (0.56) $ (0.77)
Weighted-average shares outstanding – basic and diluted
53,703,841 39,264,721
Selected Unaudited Pro Forma Condensed Combined Balance Sheet Data as of June 30, 2018 (in thousands)
Total assets
$ 235,672 $ 89,079
Total liabilities
$ 96,219 $ 96,219
Total stockholders’ equity
$ 139,453 $ (7,140)
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RISK FACTORS
You should carefully review and consider the following risk factors and the other information contained in this proxy statement, including the financial statements and notes to the financial statements included herein, in evaluating the business combination and the proposals to be voted on at the special meeting. The following risk factors apply to the business and operations of Waitr and its consolidated subsidiaries and will also apply to the business and operations of the post-combination company following the completion of the business combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the business combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of the post-combination company. You should carefully consider the following risk factors in addition to the other information included in this proxy statement, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.
Risks Related to Waitr Operations
Waitr’s industry is affected by general economic and business risks that are largely beyond its control.
Waitr’s industry is highly cyclical, and its business is dependent on a number of factors, many of which are beyond its control. Waitr believes that some of the most significant of these factors are economic changes that affect supply and demand in dining out in general, such as:

changes in diners’ dining habits and in the availability of disposable income for ordering food from restaurants;

excess restaurant capacity in comparison with food order demand;

downturns in restaurants’ business cycles; and

recessionary economic cycles.
The risks associated with these factors are heightened when the U.S. and/or global economy is weakened. Some of the principal risks during such times are as follows:

Waitr may experience low overall food and beverage order levels, which may impair its driver utilization, because its diners’ demand for its services generally correlate with the strength of the U.S. and, to a lesser extent, global economy;

certain of Waitr’s restaurants may face credit issues and cash flow problems, particularly if they encounter increased financing costs or decreased access to capital, which may decrease diner demand for restaurant prepared food, and such issues and problems may affect the number of orders that occur through the Waitr Platform;

food ordering and dining out patterns may change as food supply chains are redesigned and customer tastes change, resulting in an imbalance between Waitr’s restaurants’ available menu items and Active Diners’ demands; and

diners may select competitors that offer lower delivery charges, commission rates or other charges from among existing choices in an attempt to lower their costs, and Waitr might be forced to lower its rates or lose restaurants offering food or diners ordering food through the Waitr Platform.
Waitr also is subject to cost increases outside of its control that could materially reduce its profitability if it is unable to increase its rates sufficiently. Such cost increases include, but are not limited to, increases in fuel prices, driver wages, independent contractor driver rates, interest rates, taxes, tolls, license and registration fees, insurance, payment processing fees, and healthcare for its employees.
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Waitr’s restaurants’ business levels also may be negatively affected by adverse economic conditions or financial constraints, which could lead to disruptions in the availability of popular order items, reducing use of the Waitr Platform. A significant interruption in Waitr’s normal order levels could disrupt its operations, increase its costs and negatively impact its ability to serve its diners.
In addition, events outside Waitr’s control, such as strikes or other work stoppages at its facilities, among its drivers or at its restaurant diners’ locations, or actual or threatened armed conflicts or terrorist attacks, efforts to combat terrorism, military action against a foreign state or group located in a foreign state, or heightened security requirements could lead to reduced economic demand, reduced availability of credit or Platform ordering capabilities. Such events or enhanced security measures in connection with such events could impair Waitr’s operations and result in higher operating costs.
Waitr has limited operational history; Waitr is subject to developmental risks associated with the development of any new business.
Waitr lacks significant operational history by which future performance may be judged or compared. Any future success that Waitr may enjoy will depend upon many factors, several of which may be beyond its control, or which cannot be predicted at this time, and which could have a material adverse effect upon Waitr’s financial condition, business prospects and operations and the value of an investment in Waitr. As a result, Waitr’s past quarterly financial results do not necessarily indicate future performance. Investors should take into account the risks and uncertainties frequently encountered by companies in rapidly evolving markets. Investors should not rely upon Waitr’s past quarterly financial results as indicators of future performance. The numerous factors, which Waitr is unable to predict or are outside of Waitr’s control, include the following:

Waitr may not be able to accurately forecast revenues and plan operating expenses;

There may be an inability to scale Waitr’s technological and operational infrastructure to accommodate rapid growth in diners, orders or customer support needs;

Management of Waitr has had limited experience operating a public company and could be unable to transition from a developmental stage business to a larger organization;

Waitr’s growth may depend on acquisitions, and Waitr’s management team does not have significant experience managing acquisitions of other businesses;

The relatively quick transition to a public company could pose operational, financial and quality risks that Waitr is unable to manage effectively;

The development and introduction of new products or services by Waitr or its competitors is uncertain;

Competing with traditional ordering methods or delivery services provided directly by restaurants (or third parties) to consumers over the phone or through their own websites or other means could pose a risk to Waitr’s growth and financial performance;

Waitr’s ability to maintain and grow its number of Active Diners, Average Daily Orders, Gross Food Sales and order frequency is not guaranteed;

Waitr’s ability to attract and retain restaurants over long periods of time has not been tested in several markets;

Waitr’s ability to attract and retain key employees and personnel to support growth and revenue has not been tested in several markets;

Seasonal and weather-related fluctuations in spending by consumers relating to food delivery can be unpredictable;

The acceptable pricing of Waitr’s onboarding and services fees to restaurants and delivery fees to consumers and restaurants has not been tested widely;
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Waitr’s ability to increase onboarding, services, delivery fees and other revenue does not enjoy long historical data trends;

The diversification and growth of revenue sources beyond current onboarding, services and delivery fees has not been demonstrated;

Increases in marketing, sales, and other operating expenses that Waitr may incur to grow and expand Waitr’s operations and to remain competitive are unpredictable;

Waitr’s ability to maintain gross margins and operating margins can be difficult to predict and impacted by numerous factors beyond Waitr’s control (for example, due to transaction charge increases, technology cost increases, and other items);

Waitr may experience system failures or breaches of security and privacy that could pose a harm on its own and could affect consumers’ confidence in Waitr’s services;

Waitr may not be able to adequately manage key third party service providers;

Waitr may experience changes in diner or restaurant behavior or preferences;

Payment processing costs could increase, or Waitr could fail to implement its own payment processing solution;

Internal controls, especially in light of the accelerated process with respect to the business combination, may not keep pace with necessary requirements from a business, accounting or legal point of view; and

Waitr may experience casualties or safety hazards or issues with Waitr’s drivers or third parties that come into contact with Waitr’s drivers, all of which could be difficult to predict and which could impact its operating costs and diner or Restaurant Partner use of the Waitr Platform.
If Waitr fails to retain existing diners or add new diners, or if Waitr’s diners decrease their number of orders or order sizes on the Waitr Platform, Waitr’s revenue, financial results, and business may be significantly harmed.
The number of Waitr’s Active Diners and total Gross Food Sales are critical to Waitr’s success. Waitr’s financial performance has been and will continue to be significantly determined by Waitr’s success in adding, retaining, and engaging Active Diners who make orders for delivery using the Waitr Platform. Waitr anticipates that Waitr’s Active Diner growth rate will decline over time as the size of Waitr’s Active Diner base increases, and as Waitr achieves higher market penetration rates. To the extent Waitr’s Active Diner growth rate slows, Waitr’s business performance will become increasingly dependent on its ability to increase sizes and frequencies of orders in current and new markets. If diners do not perceive the Waitr Platform to be useful, reliable, and trustworthy, Waitr may not be able to attract or retain diners or otherwise maintain or increase the frequency and amount of their orders. A decrease in diner retention, growth, or order frequency (or overall order price) could render the Waitr Platform less attractive to restaurants, which may have a material and adverse impact on Waitr’s revenue, business, financial condition, and results of operations. Any number of factors could potentially negatively affect diner retention, growth, and engagement, thereby adversely affecting Waitr’s revenue, financial results, and future growth potential, including if:

diners increasingly order through competing products or services;

Waitr fails to introduce new and improved services or menu items or if Waitr introduces new services that are not favorably received;

Waitr is unable to successfully maintain its efforts to provide a satisfactory delivery and ordering experience;

Waitr is unable to continue to develop products for mobile devices that users find engaging, that work with a variety of mobile operating systems and networks, and that achieve a high level of market acceptance;
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there are changes in diner sentiment about the quality or usefulness of the Waitr Platform, delivery quality, food quality or other products or concerns related to privacy and sharing, safety, security, or other factors;

Waitr is unable to manage and prioritize information to ensure diners are presented with menu items that are interesting, useful, and relevant to them;

there are adverse changes in the Waitr Platform, delivery services or restaurant services or products that are mandated by legislation, regulatory authorities, or litigation, including settlements or consent decrees;

technical or other problems prevent Waitr from delivering food in a rapid and reliable manner or otherwise affect the user experience or enjoyment of food or beverages delivered;

Waitr adopts policies or procedures related to delivery, ordering or user data that are perceived negatively by Waitr’s diners or the general public;

Waitr fails to provide adequate customer service to restaurants, diners, drivers, or advertisers;

Waitr, its drivers, Restaurant Partners, or other companies in the mobile food delivery or ordering industry are the subject of adverse media reports or other negative publicity;

restaurants develop direct-to-consumer applications or online ordering and delivery services;

Waitr could experience significant losses associated with litigation or claims for which insurance is inadequate;

Waitr could be affected by changes to U.S. generally accepted accounting principles;

Waitr could experience fluctuations based on macroeconomic conditions; or

Waitr is unable to maintain and increase its Active Diner base and order frequency or its Average Daily Orders, Gross Food Sales.
Waitr generates a substantial amount of its revenue from restaurants viewed positively by diners. The loss of restaurants to the Waitr Platform could seriously harm Waitr’s business.
Substantially all of Waitr’s revenue derives from items offered by Restaurant Partners to diners on the Waitr Platform. The number of Active Diners, Average Daily Orders and Gross Food Sales depends on the availability of quality items available on the Platfrom from restaurants viewed positively by diners. In addition, Waitr generates a significant portion of revenue from onboarding fees and sales commissions from having Restaurant Partners actively participating on the Waitr Platform. As is typical in Waitr’s industry, Restaurant Partners do not agree to long-term contracts with Waitr, and they are generally free to leave the Waitr Platform with thirty (30) days’ written notice. While no single Restaurant Partner accounts for more than 10% of Waitr’s revenue, many of Waitr’s Restaurant Partners only recently started providing menu items on the Waitr Platform, and they spend a relatively small portion of their overall budget with Waitr. In addition, some Restaurant Partners may view Waitr’s Platform as experimental and unproven. Restaurants will not continue to do business with Waitr if it does not increase revenues for them or provide delivery or take-out ordering for diners in an effective manner, or if they do not believe that their investment in onboarding for the Waitr Platform will generate a competitive return relative to other alternatives, including from Waitr’s competitors.
Moreover, Waitr relies heavily on its ability to collect and disclose data and metrics to and for Restaurant Partners to attract new restaurants and retain existing restaurants. For example, Waitr presents historical data about sales to demonstrate its value to attract new Restaurant Partners to the Waitr Platform. Any restriction, whether by law, regulation, policy, or other reason, on Waitr’s ability to collect and disclose data that Restaurant Partners find useful would impede Waitr’s ability to attract and retain restaurants.
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Waitr cannot assure that its growth of Restaurant Partner acquisitions will continue at historical rates, and the addition of new restaurants to the Waitr Platform and retention of existing restaurants on the Waitr Platform could decline due to a number of factors. First, the cost of acquiring new Restaurant Partners or retaining existing Restaurant Partners could increase substantially. Competition to advertise Waitr’s services to restaurants will likely increase as a result of increasing competition among similar companies for a finite pool of restaurants. In addition, the number of options available to restaurants may result in downward pressure on the prices that restaurants are willing to pay for Waitr’s services. As more choices become available for diners to order delivery or take-out from restaurants, the number and frequency of Waitr’s word-of-mouth and/or organic referrals may decline. Waitr’s efforts to attract and retain new restaurants in new geographical areas as a result of its current expansion efforts are unproven and may not be successful.
If Waitr fails to attract new restaurants or retain existing restaurants, especially those restaurants that are most popular with diners, its financial results could materially suffer.
If Waitr’s delivery service levels decline or if restaurants do not see increases in business, restaurants could leave the Waitr Platform, reducing revenue and significantly harming Waitr’s business.
Restaurants will not continue to do business with Waitr or will be unwilling to pay onboarding or other services fees if Waitr does not deliver food and beverages in a timely, professional and friendly manner or if they do not believe that their investment in the Waitr Platform will produce an increase in revenue from delivery or take-out orders. Waitr’s service fee and commission revenue and the availability of restaurants on Waitr’s Platform could be negatively impacted by the following factors, among others:

Decreases in the number of Active Diners or Average Daily Orders on the Waitr Platform;

Loss of online or mobile food delivery market share to competitors;

Inability to professionally and accurately display menu items to consumers on the Waitr Platform;

Adverse media reports or other negative publicity involving Waitr, its drivers, its restaurants or other companies in Waitr’s industry; and

The impact of macroeconomic conditions and conditions in the restaurant industry in general.
If Waitr is not able to maintain and enhance its brand, or if events occur that damage its reputation and brand, its ability to expand its base of diners and restaurants may be impaired, and its business and financial results may be harmed. Unfavorable media coverage could seriously harm Waitr’s business.
The Waitr brand has significantly contributed to the success of Waitr’s business. Waitr also believes that maintaining and enhancing its brand is critical to expanding its base of diners and restaurants. Many of Waitr’s new diners are referred by existing diners, and, therefore, Waitr strives to ensure that its diners remain favorably inclined towards the Waitr Platform and the online ordering service. Maintaining and enhancing Waitr’s brand will depend largely on its ability to continue to provide useful, reliable, trustworthy, and innovative services, which Waitr may not do successfully. Waitr may introduce new services, products or terms of service that diners do not like, which may negatively affect Waitr’s brand.
Additionally, the actions of Waitr’s Restaurant Partners (or their food quality or safety), delivery driver employees and independent contractors and others may affect Waitr’s brand if consumers do not have a positive experience interacting with those parties after using the Waitr Platform. Waitr has in the past experienced negative press relating to failure to meet delivery demand in certain markets. In the future, Waitr may experience media, legislative, or regulatory scrutiny of its delivery and food safety record, its delivery experience, privacy matters or other issues, which may adversely affect its reputation and brand. Waitr also may fail to provide adequate customer service, which could erode confidence in Waitr’s brand. Waitr’s brand may also be negatively affected by the actions of restaurants that are deemed to be negative, such as providing food that is of low quality or unsafe. Maintaining and enhancing Waitr’s brand may require it to make substantial investments and these investments may not be successful. Waitr faces the potential loss of its trade name due to certain litigation, as disclosed in “Information About Waitr —  Litigation Proceedings.” If Waitr fails to successfully promote and maintain the Waitr brand or if Waitr incurs excessive expenses in this effort, its business and financial results may be adversely affected.
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Waitr relies on restaurants in its network for many aspects of its business, and any failure by them to maintain their service levels could harm Waitr’s business.
Diners demand quality food at reasonable prices. Diners’ ability to obtain such quality food from restaurants they like on a timely basis through the Waitr Platform drives the primary value of Waitr’s Platform. Waitr’s ability to provide diners with a high-quality and compelling food ordering experience depends, in part, on diners’ receiving competitive prices, convenience, customer service and responsiveness from restaurants from whom they order. If these restaurants do not meet or exceed diner expectations with competitive levels of convenience, customer service, price and responsiveness, the value of Waitr’s brand may be harmed, its ability to attract new diners to the Waitr Platform may be limited and the number of diners placing orders through the Waitr Platform may decline, which could have a material adverse effect on Waitr’s business, financial condition and results of operations. Likewise, if restaurants face challenges or difficulties set forth elsewhere in these Risk Factors, the number of restaurants on the Waitr Platform could decline, the price of food could increase or customer service levels could suffer, all of which could harm Waitr’s business and results of operations.
Seasonality and the impact of inclement weather adversely affect Waitr’s operations and profitability.
Waitr observes that diner behavior patterns generally fluctuate during the year. Order frequency and Gross Food Sales tend to increase from September to May and a relative decrease in diner activity from June to August as a result of summer breaks and other vacation periods. In addition, orders in cities or towns with college campuses tend to fluctuate with the start and end of the school year, which can comprise a large part of Waitr’s overall revenue in certain locations. Waitr’s revenues fluctuate according to these patterns and result in quarterly fluctuations. In addition, other seasonality trends may develop and the existing seasonality and diner behavior that Waitr experiences may change or become more extreme.
Waitr sometimes experiences large influxes of orders during inclement weather when consumers do not wish to leave their homes to eat restaurant food. Such inclement weather events are unpredictable in many cases. In such events, the availability of drivers could be limited due to unsafe driving conditions or the refusal or unwillingness of drivers to work during such weather events. This can result in substantially delayed delivery times and diner frustration with Waitr’s services, reducing the willingness of consumers to order using Waitr in the future. Waitr has in the past experienced increased order volume during certain holidays, while facing a simultaneous shortage in drivers, which can also result in substantial delivery delays and diner frustration. In addition, the likelihood of accidents may increase during inclement weather events, thereby increasing the costs to Waitr of each delivery, exposing Waitr to potential litigation or accident claims and reducing overall driver efficiency. Any of these events could substantially impact Waitr’s ability to grow and operate its business.
Waitr may not continue to grow at historical growth rates or achieve profitability in the future.
Waitr’s revenue has grown substantially in recent periods, and this growth rate may not be sustainable. Waitr believes that its rates of Active Diner and Gross Food Sales will decline over time. Historically, Waitr’s diner growth has been a primary driver of growth in its revenue. Waitr expects that its diner growth, new Restaurant Partner growth and revenue growth rates will decline as the size of its Active Diner base increases and as Waitr achieves higher market penetration rates. As Waitr’s growth rates decline, investors’ perceptions of its business may be adversely affected and the market price of its common stock could decline. Waitr may not realize sufficient revenue to achieve profitability and may incur losses in the future for several reasons, including insufficient growth in new menu items, declining Active Diners or orders, increasing competition, costs to scale its business and technology and other risks described elsewhere in this proxy statement.
Waitr’s inability to manage growth and meet demand could harm its operations and brand.
Occasions have arisen in the past in which Waitr was not able to adequately meet surges in orders and consumer demand. Although Waitr has added additional employees and resources to manage growth, most of these employees have been with the company only a very short period of time. Waitr has and intends to continue to make substantial investments in technology, customer service, sales and marketing infrastructure. As Waitr continues to grow, it must effectively integrate, develop and motivate a large
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number of new employees, while maintaining the beneficial aspects of its company culture. Waitr may not be able to manage growth effectively. If Waitr does not manage the growth of its business and operations effectively, the quality of the Waitr Platform and efficiency of its operations could suffer, which could harm Waitr’s brand, business and results of operations.
Waitr’s business depends on discretionary spending patterns in the areas in which its Restaurant Partners’ food and beverage operations are located and in the economy at large, and economic downturns could materially adversely affect Waitr’s results of operations.
Purchases at restaurants and food and beverage hospitality services locations are discretionary for consumers and Waitr is therefore susceptible to changes in discretionary patterns or economic slowdowns in the geographic areas in which Restaurant Partners are located and in the economy at large. Waitr believes that consumers generally are more willing to make discretionary purchases, including delivery or take-out of restaurant meals, during favorable economic conditions. Disruptions in the overall economy, including high unemployment, financial market volatility and unpredictability, and the related reduction in consumer confidence could negatively affect food and beverage sales throughout the restaurant industry, including orders through the Waitr Platform. In addition, Waitr believes that a proportion of its weekday revenues, particularly during the lunch hour, are derived from business customers using expense accounts. Waitr’s business therefore may be affected by reduced expense account or other business-related dining by business clientele. There is also a risk that if uncertain economic conditions persist for an extended period of time or worsen, consumers might make long-lasting changes to their discretionary spending behavior, including ordering food or take-out less frequently. The ability of the U.S. economy to handle this uncertainty is likely to be affected by many national and international factors that are beyond Waitr’s control. These factors, including national, regional and local politics and economic conditions, disposable consumer income and consumer confidence, also affect discretionary consumer spending. If any of these factors cause restaurants to cease operations or cease using the Waitr Platform, it could also significantly harm Waitr’s financial results, for the reasons set forth elsewhere in these Risk Factors. Continued uncertainty in or a worsening of the economy, generally or in a number of Waitr’s markets, and diners’ reactions to these trends could adversely affect Waitr’s business and cause Waitr to, among other things, reduce the number and frequency of new market openings or cease operations in existing markets.
Waitr prioritizes the experience of restaurants and diners over short-term profitability at times, which may cause Waitr to forego short-term opportunities and could impact Waitr’s profitability.
Waitr’s culture prioritizes its long-term diner and Restaurant Partner experience and loyalty over short-term financial condition or results of operations. Waitr frequently makes decisions that may reduce Waitr’s short-term revenue or profitability if it believes that the decisions benefit the aggregate diner and Restaurant Partner experience and will thereby improve its financial performance over the long term. For example, Waitr monitors how restaurant responsiveness to orders affects diners’ experiences to ensure long delivery times are not perceived as a problem for hungry diners, and Waitr may decide to remove certain restaurant offerings on the Waitr Platform to ensure its diners’ satisfaction in the overall delivery experience. In addition, Waitr may make changes to the Waitr Platform or offerings on the Waitr Platform based on feedback provided by Waitr diners and Restaurant Partners. These decisions may not produce the long-term benefits that Waitr expects, in which case Waitr’s growth and engagement, its relationships with diners and Restaurant Partners, and its business could be seriously harmed.
If use of the Internet via websites, mobile devices and other platforms, particularly with respect to online food ordering, does not continue to increase as rapidly as Waitr anticipates, its business and growth prospects will be harmed.
Waitr’s business and growth prospects substantially depend upon the continued and increasing use of the Internet and mobile telecommunications as an effective medium of transactions by diners. Orders on the Waitr Platform are conducted using the Internet and/or mobile networks. Historical rate of growth and adoption in Internet and mobile wireless communications may not predict future rates of growth or adoption. Diners or Waitr’s Restaurant Partners may not continue to use the Internet or mobile networking services to order their food at current or increased growth rates or at all. Consumers in Waitr’s industry (and in others) may reject the use of the Internet and mobile applications as a viable platform or resource for a number of reasons in the future, including:
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actual or perceived lack of security of information or privacy protection;

possible disruptions, computer viruses or other damage to Internet servers, users’ computers or mobile applications;

excessive governmental regulation; and

unacceptable delays due to actual or perceived limitations of wireless networks.
Waitr’s operations depend on mobile operating systems, hardware, networks and standards that Waitr does not control. Changes in Waitr products or to those operating systems, hardware, networks or standards may seriously harm Waitr’s Active Diner growth, retention, and engagement.
A large percentage of Waitr’s revenues and growth occur on mobile devices using the Waitr App. Because the Waitr App is used primarily on mobile devices, the Waitr App must remain interoperable with popular mobile operating systems, Android and iOS, and related hardware, including but not limited to mobile devices. Waitr has no control over these operating systems or hardware, and any changes to these systems or hardware that degrade Waitr’s products’ functionality, or give preferential treatment to competitive products, could seriously harm the Waitr App’s usage on mobile devices. Waitr’s competitors could attempt to make arrangements with Apple or Google to make interoperability of Waitr’s products with those mobile operating systems more difficult or display their competitive offerings more prominently than Waitr’s. Similarly, Waitr’s competitors could enter into other arrangements with mobile device manufacturers, wireless network carriers or Internet service providers that diminish the Waitr App’s functionality. Waitr plans to continue to introduce new products regularly and has experienced that it takes time to optimize such products to function with these operating systems and hardware, impacting the popularity of such products, and Waitr expects this trend to continue.
The majority of Waitr’s diner engagement is on smartphones with iOS operating systems. As a result, although Waitr’s products work with Android mobile devices, Waitr has prioritized development of the Waitr App to operate with iOS operating systems rather than smartphones with Android operating systems. To continue growth in user engagement, Waitr will need to prioritize development of its products to operate on smartphones with Android operating systems. If Waitr is unable to improve operability of its products on smartphones with Android operating systems, and those smartphones become more popular and fewer people use smartphones with iOS operating systems, Waitr’s business could be seriously harmed.
The nature of Waitr’s business and content on the Waitr Platform exposes Waitr and its business to potential liability and expenses for legal claims that could materially affect Waitr’s results of operations and business..
Waitr faces potential liability, expenses for legal claims and harm to its business relating to the nature of the takeout food business, including potential claims related to food offerings, delivery and quality. For example, third parties could assert legal claims against Waitr in connection with personal injuries related to food poisoning or tampering or accidents caused by the delivery drivers in Waitr’s network. Alternatively, Waitr could be subject to legal claims relating to the sale of alcoholic beverages by its restaurants to underage diners.
Reports of food-borne illnesses, whether true or not, could adversely impact the results of Waitr’s operations regardless of whether Waitr’s diners actually suffer such illnesses from orders on the Waitr Platform. Food-borne illnesses and other food safety issues have occurred in the food industry in the past, and could occur in the future. In addition, consumer preferences could be affected by health concerns about the consumption of foods provided on the Waitr Platform, even if those concerns do not directly relate to food items available on the Waitr Platform. A negative report or negative publicity, whether related to one of Waitr’s Restaurant Partners or to a competitor in the industry, may have an adverse impact on demand for Waitr’s Restaurant Partners’ food and could result in decreased diner orders on the Waitr Platform. A decrease in orders or Active Diners as a result of these health concerns or negative publicity could materially harm Waitr’s brand, business, financial condition and results of operations.
Furthermore, Waitr’s reliance on third-party food suppliers and distributors increases the risk that food-borne illness incidents could be caused by factors outside of Waitr’s control and that multiple markets for its services would be affected rather than a single market. Waitr cannot assure that all food items will be
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properly maintained during delivery to diners or that Waitr’s employees or contractors will identify food that is problematic upon pickup. If diners become ill from food-borne illnesses, Waitr and/or its Restaurant Partners could be forced to temporarily suspend service. Furthermore, any instances of food contamination, whether or not they are related to Waitr, could subject Waitr or its Restaurant Partners to regulation by applicable governmental authorities.
Waitr faces the prospect of liabilities and expenses relating to the content and other information that it publishes on the Waitr Platform, third party sites and/or relating to its marketing efforts. Waitr could face claims based on the violation of intellectual property rights, such as copyright infringement claims based on the unauthorized use of menu content or other items. Although Waitr typically obtains its Restaurant Partners’ consent to publish their menu items prior to posting them on the Waitr Platform, Waitr may not always be successful in obtaining such consent. Waitr could incur significant costs investigating and defending such claims and, if Waitr is found liable, significant damages. If any of these events occur, Waitr’s business and financial results could be adversely affected.
Many of Waitr’s drivers are employees, and the remainder are independent contractors. Almost all of Waitr’s orders are delivered by drivers of motor vehicles. Waitr drivers have been parties to motor vehicle accidents in the past, and it is almost certain that Waitr employees will be in motor vehicle accidents in the future. Although Waitr maintains insurance policies in an attempt to cover the risks associated with a motor vehicle delivery business, Waitr makes no assurances that it will be able to maintain sufficient coverage of all claims relating to such injuries or accidents that foreseeably arise in this line of business. Furthermore, Waitr has in the past and could in the future receive denial of coverage for particular insurance claims relating to injuries, accidents or violations.
Waitr has incurred and expects to continue to incur expenses relating to legal claims. The frequency of such claims could increase proportionally to growth in the number of restaurants and diners on the Waitr Platform and the number of drivers on the road. Waitr has experienced diversion of attention by management to address these claims, and such claims can result in significant costs to investigate and defend, regardless of the merits of such claims. The potentially significant number and amount of claims could materially affect the results of operations and harm Waitr’s business.
Waitr’s business is dependent on its ability to maintain and scale its technical infrastructure, and any significant disruption in Waitr’s service could damage its reputation, result in a potential loss of diners and engagement, or adversely affect Waitr’s financial results.
Waitr’s reputation and ability to attract, retain, and serve its diners, drivers and restaurants depends upon the reliable performance of Waitr’s Platform and its underlying technical infrastructure. Waitr has experienced service disruptions, and it may experience future disruptions, outages or other performance problems due to a variety of factors. As Waitr’s Platform grows more complex, stores more information and services higher numbers of diners, its technical infrastructure could suffer. Waitr may not be able to identify causes of performance issues or service disruptions.
Waitr’s systems may not be adequately designed with the necessary reliability and redundancy to avoid performance delays or outages that could be harmful to Waitr’s business. If the Waitr Platform is unavailable when diners, drivers or restaurants attempt to access it, or if it does not load as quickly as they expect, these key users may not return to the Waitr Platform as often in the future, or at all. As Waitr’s Active Diners and restaurants and the amount and types of information shared on the Waitr Platform continue to grow, Waitr will need an increasing amount of technical infrastructure, including network capacity, and computing power, to continue to satisfy the needs of Waitr’s diners, drivers and Restaurant Partners. It is possible that Waitr may fail to effectively scale and grow its technical infrastructure to accommodate these increased demands. In addition, Waitr’s business is subject to interruptions, delays, or failures resulting from earthquakes, other natural disasters, terrorism, or other catastrophic events.
A substantial portion of Waitr’s network infrastructure is provided by third parties. Substantially all of the communications, network and computer hardware used to operate the Waitr’s websites and mobile applications are located in the United States in Amazon Web Services and Google Cloud Platform data centers. Waitr does not own or control the operation of these facilities. In addition, Waitr may not have sufficient protection or recovery plans in certain circumstances. Waitr may not always maintain redundancy
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for certain hardware. Any disruption or failure in the services Waitr receives from these providers could harm its ability to handle existing or increased traffic and could significantly harm Waitr’s business. Any financial or other difficulties these providers face may adversely affect Waitr’s business, and Waitr exercises little control over these providers, which increases its vulnerability to problems with the services they provide.
Waitr expects to continue to make significant investments to maintain and improve the availability of the Waitr Platform and to enable rapid releases of new features and products. To the extent that Waitr does not effectively address capacity constraints, respond adequately to service disruptions, upgrade its systems as needed or continually develop its technology and network architecture to accommodate actual and anticipated changes in technology, Waitr’s business and results of operations would be harmed.
Waitr has spent and expects to continue to spend substantial amounts on technology infrastructure and services to handle the traffic on its websites and mobile applications and to help shorten the length of or prevent system interruptions. The operation of these systems is expensive and complex and Waitr could experience operational failures.
Although Waitr carries business interruption insurance, it may not be sufficient to compensate it for the potentially significant losses, including the potential harm to the future growth of its business that may result from interruptions in Waitr’s service as a result of system failures.
Personal data, internet security breaches or loss of data provided by Waitr diners, drivers or restaurants could violate applicable law and contracts with key service providers and could result in liability to Waitr, damage to its reputation and brand and harm to its business.
Mobile malware, viruses, hacking, and phishing attacks have become more prevalent in Waitr’s industry and may occur on its systems in the future. Although it is difficult to determine what, if any, harm may directly result from an interruption or attack, any failure to maintain performance, reliability, security, and availability of Waitr’s products and technical infrastructure to the satisfaction of Restaurant Partners, drivers or diners may seriously harm Waitr’s reputation and Waitr’s ability to retain and attract new Active Diners, drivers and Restaurant Partners.
Waitr relies on third-party billing and payment processing providers, many of whom may collect and store sensitive data, including legally-protected personal information. Examples include diner order payment processing third parties, payroll and service payment processing third parties and other payment and other service provers who collect and store diner, restaurant or employee information. Waitr may also process and store and use additional third-parties to process and store sensitive intellectual property and other proprietary business information, including that of Waitr’s Restaurant Partners. While Waitr intends to maintain data privacy and security measures that are compliant with applicable privacy laws and regulations, future security breaches could subject Waitr and/or these third-party service providers to liability for violations of various laws, rules or regulations, civil liability, government-imposed fines, orders requiring that Waitr or these third parties change Waitr’s or their practices, or criminal charges, which could adversely affect Waitr’s business. Complying with these various laws could cause Waitr to incur substantial costs or require Waitr to change its business practices, systems and compliance procedures in a manner adverse to Waitr’s business.
Waitr may become a payment processor at some point in the future and may be unable to comply with applicable law or standards, resulting in harm to its business.
Although Waitr currently does not directly store or process payments on behalf of restaurants or diners and uses third parties to do so, it may choose to do so in the future. Waitr would need to comply with Payment Card Industry (“PCI”) and Data Security Standard (the “Standard”) if it chooses to pursue this possibility. The Standard is a comprehensive set of requirements for enhancing payment account data security that was developed by the PCI Security Standards Council to help facilitate the broad adoption of consistent data security measures. Payment card network rules would require Waitr to comply with the Standard, and its failure to do so may result in fines or restrictions on its ability to accept payment cards if Waitr elected to become a payment processor. Under certain circumstances specified in the payment card network rules, Waitr could be required in the future to submit to periodic audits, self-assessments or other
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assessments of its compliance with the Standard. Such activities may reveal that Waitr had failed to comply with the Standard. If an audit, self-assessment or other test determines that Waitr needs to take steps to remediate any deficiencies, such remediation efforts may distract Waitr’s management team and require Waitr to undertake costly and time consuming remediation efforts. In addition, even if Waitr complies with the Standard, there is no assurance that Waitr will be protected from a security breach. Payment processing businesses involve complex financial, cybersecurity and other factors that may be difficult to Waitr. Waitr cannot ensure that the cost savings or additional revenue from becoming a payment processor would exceed the significant costs associated with that decision.
Waitr is subject to a number of risks related to the credit card and debit card payments it accepts.
Waitr accepts payments through credit and debit card transactions. For credit and debit card payments, Waitr pays interchange and other fees, which may increase over time. An increase in those fees may require Waitr to increase the prices it charges and would increase its operating expenses, either of which could harm Waitr’s business, financial condition and results of operations.
Waitr currently relies exclusively on one third-party vendor to provide payment processing services, including the processing of payments from credit cards and debit cards, and its business would be disrupted if this vendor becomes unwilling or unable to provide these services to Waitr and it is unable to find a suitable replacement on a timely basis. If Waitr or its processing vendor fails to maintain adequate systems for the authorization and processing of credit card transactions, it could cause one or more of the major credit card companies to disallow Waitr’s continued use of their payment products. In addition, if these systems fail to work properly and, as a result, Waitr does not charge its customers’ credit cards on a timely basis or at all, its business, revenue, results of operations and financial condition could be harmed.
The payment methods that Waitr offers also subject it to potential fraud and theft by criminals, who are becoming increasingly more sophisticated, seeking to obtain unauthorized access to or exploit weaknesses that may exist in the payment systems. If Waitr fails to comply with applicable rules or requirements for the payment methods it or its Restaurant Partners accept, or if payment-related data are compromised due to a breach of data, Waitr may be liable for significant costs incurred by payment card issuing banks and other third parties or subject to fines and higher transaction fees, or Waitr’s ability to accept or facilitate certain types of payments may be impaired. In addition, Waitr’s customers could lose confidence in certain payment types, which may result in a shift to other payment types or potential changes to Waitr’s payment systems that may result in higher costs. If Waitr fails to adequately control fraudulent credit card transactions, it may face civil liability, diminished public perception of Waitr’s security measures, and significantly higher credit card-related costs, each of which could harm Wair’s business, results of operations and financial condition.
Waitr is also subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make it more difficult for it to comply. Waitr is required to comply with payment card industry security standards. Failing to comply with those standards may violate payment card association operating rules, federal and state laws and regulations, and the terms of its contracts with payment processors. Any failure to comply fully also may subject Waitr to fines, penalties, damages and civil liability, and may result in the loss of its ability to accept credit and debit card payments. Further, there is no guarantee that such compliance will prevent illegal or improper use of Waitr’s payment systems or the theft, loss or misuse of data pertaining to credit and debit cards, card holders and transactions.
If Waitr fails to maintain its chargeback rate or refund rates at acceptable levels, Waitr’s processing vendor may increase its transaction fees or terminate its relationship with Waitr. Any increases in applicable credit and debit card fees could harm Waitr’s results of operations, particularly if it elects not to raise its rates for its service to offset the increase. The termination of Waitr’s ability to process payments on any major credit or debit card would significantly impair its ability to operate Waitr’s business.
Waitr relies on third-party vendors to provide products and services, and it could be adversely impacted if they fail to fulfill their obligations.
Waitr depends on third-party vendors and partners to provide it with certain products and services, including components of Waitr’s computer systems, software, data centers, payment processors and
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telecommunications networks, to conduct its business. For example, Waitr relies on third parties for services such as organizing and accumulating certain daily transaction data on orders. Waitr also relies on third parties for specific software and hardware used in providing its products and services. Some of these organizations and service providers may provide similar services and technology to Waitr’s competitors, and Waitr does not have long-term or exclusive contracts with them.
Waitr’s systems and operations or those of its third-party vendors and partners could be exposed to damage or interruption from, among other things, fire, natural disaster, power loss, telecommunications failure, unauthorized entry, computer viruses, denial-of-service attacks, acts of terrorism, human error, vandalism or sabotage, financial insolvency, bankruptcy and similar events. In addition, Waitr may be unable to renew its existing contracts with its most significant vendors and partners or its vendors and partners may stop providing or otherwise supporting the products and services Waitr obtains from them, and Waitr may not be able to obtain these or similar products or services on the same or similar terms as its existing arrangements, if at all. The failure of Waitr’s vendors and partners to perform their obligations and provide the products and services Waitr obtains from them in a timely manner for any reason could adversely affect Waitr’s operations and profitability.
Waitr’s industry is highly competitive and fragmented, and its business and results of operations may suffer if it is unable to adequately address downward pricing and other competitive pressures.
Waitr competes with many traditional and online and mobile app food ordering and general delivery companies of varying sizes, including some that may have greater access to restaurants, a wider range of services, a wider range of menu or delivery items, greater capital resources, or other competitive advantages. Traditional food ordering techniques involve advertising by restaurants in low cost paper publications, through traditional online and offline media channels, with consumers simply calling restaurants or delivery services to place orders. Traditional take-out or delivery services are often lower cost than Waitr’s Platform and are difficult to disrupt. Waitr also competes with smaller, regional and local companies that cover specific locations with specific restaurants or that offer niche services. Waitr also competes, to a lesser extent, with restaurants that hire their own delivery drivers for online, mobile application or telephone orders. Numerous competitive factors could impair Waitr’s ability to maintain or improve its profitability. These factors include the following:

Many of Waitr’s competitors’ periodically reduce or eliminate their delivery charges to consumers or commissions that they charge to restaurants to gain business, especially during times of increased competition or reduced growth in the economy, which may limit Waitr’s ability to maintain or increase its order commissions and delivery charges, may require Waitr to reduce its order commissions and delivery charges or may limit its ability to maintain or expand its business;

Some restaurants have reduced or may reduce the number of mobile app or online ordering and delivery services and technologies that they use by selecting a single core company or a limited number of providers as approved service providers, and in some instances Waitr may not be selected;

Restaurants could solicit bids from multiple service providers for their mobile application or online food ordering and delivery needs, which may depress onboarding fees, service fees, take rates or result in a loss of business to competitors;

The continuing trend toward consolidation in the online and mobile app ordering and delivery industry may result in more large companies with greater financial resources and other competitive advantages, and Waitr may have difficulty competing with them;

Advances in technology may require Waitr to increase investments in order to remain competitive, and its restaurant diners and consumers may not be willing to accept higher onboarding fees, service fees, take rates or delivery charges to cover the cost of these investments;

Higher fuel prices and, in turn, higher fuel surcharges to Waitr’s drivers may cause some of its drivers to demand higher wages or otherwise result in additional expense to Waitr for reimbursement of mileage to drivers;
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Competition from “gig economy” companies in general may negatively impact Waitr’s driver, restaurant customer and/or consumer relationships and service rates;

Waitr may have higher exposure to litigation risks as compared to other providers of delivery services; and

Restaurants could develop their own online or mobile app food ordering and delivery technology and hire their own drivers to make their own deliveries, which could reduce demand for Waitr’s services to restaurants and limit choices for consumers, reducing the number and frequency of orders using Waitr’s technology.
Waitr faces substantial competition in technology innovation and distribution. If it is unable to continue to innovate and provide technology desirable to diners and restaurants, its business operations could materially suffer.
Waitr faces significant competition in almost every aspect of its business. Waitr must continuously innovate to improve its existing Platform technology and ensure that its products and services are well received. Mobile applications, internet enabled technology and online e-commerce are constantly changing. Waitr faces competition from larger and more established companies such as Uber, GrubHub, Door Dash and others. Smaller companies also provide similar services and technology. Furthermore, larger companies such as Facebook, Google, Apple and others could choose to offer similar services or technology at comparatively little additional costs to themselves. Waitr’s competitors may also develop products, features, or services that are similar to Waitrs or that achieve greater market acceptance. These products, features, and services may undertake more far-reaching and successful product development efforts or marketing campaigns, or may adopt more aggressive pricing policies.
Waitr’s ability to compete effectively in the deployment of innovative products depends on factors outside of its control, including the following:

Usefulness, ease of use, performance and reliability of Waitr’s products compared to those of its competitors;

Size and composition of base of Active Diners;

Engagement of Active Diners with the Waitr Platform;

The timing and market acceptance of products, including developments and enhancements to Waitr’s Platform or its competitors’ products;

Customer service and support efforts;

Acquisitions or consolidation within Waitr’s industry, which may result in more formidable competitors; and

Waitr’s ability to attract, retain, and motivate talented employees, particularly software engineers.
Developing the Waitr Platform, which includes the Waitr App, websites and other technologies entails significant technical and business risks. Waitr may use new technologies ineffectively, or it may fail to adapt to emerging industry standards. If Waitr faces material delays in introducing new or enhanced products or if its recently introduced products do not perform in accordance with its expectations, the restaurants and diners in the Waitr network may forego the use of its products in favor of those of Waitr’s competitors.
Waitr depends on search engines, display advertising, social media, email, content-based online advertising and other online sources to attract diners to its Platform, and if Waitr is unable to attract diners and convert them into Active Diners making orders in a cost-effective manner, Waitr’s business and financial results may be harmed.
Waitr’s success depends on its ability to attract online diners to its Platform and convert them into orders in a cost-effective manner. Waitr depends, in part, on search engines, display advertising, social media, email, content-based online advertising and other online sources to generate traffic to Waitr’s
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websites and downloads of the Waitr App. Waitr is included in search results as a result of both paid search listings, where Waitr purchases specific search terms that result in the inclusion of its advertisement, and, separately, organic searches that depend upon the content on websites owned and maintained by Waitr.
Search engines, social media platforms and other online sources often revise their algorithms and introduce new advertising products. If one or more of the search engines or other online sources on which Waitr relies for website traffic were to modify its general methodology for how it displays Waitr’s advertisements, resulting in fewer consumers clicking through to its websites, Waitr’s business could suffer. In addition, if Waitr’s online display advertisements are no longer effective or are not able to reach certain diners due to diners’ use of ad-blocking software, Waitr’s business could suffer.
If one or more of the search engines or other online sources on which Waitr relies for purchased listings modifies or terminates its relationship with Waitr, Waitr’s expenses could rise, Waitr could lose consumers and traffic to its websites could decrease, any of which could have a material adverse effect on Waitr’s business, financial condition and results of operations.
The loss of senior management or key operating personnel could adversely affect operations. Waitr depends on skilled personnel to grow and operate its business, and Waitr’s failure to hire, retain or attract key personnel could adversely affect its business.
Waitr’s success to date has depended, and will continue to depend, largely on the skills, efforts and motivation of Chris Meaux, its Chairman, President and Chief Executive Officer, and Dave Pringle, its Chief Financial Officer, and on the other members of its senior management team, who generally have significant experience with the company and within the transportation industry. Mr. Meaux, age 50, has been Waitr’s President and Chief Executive Officer since its formation. Mr. Pringle, age 53, has been Waitr’s Chief Financial Officer since 2016. Waitr also depends on the continued service of key operating personnel. Waitr also relies on its Chief Architect, Manuel Rivero, and Director of Engineering, Travis Boudreaux, for overseeing the company’s core technology development. Waitr also anticipates growth in diners and restaurants due to having the benefit of a relationship with Tilman J. Fertitta, Steven L. Scheinthal, Fertitta Entertainment, Inc., Landry’s and other entities or businesses associated with Messrs. Fertitta or Scheinthal. Although Waitr anticipates a great deal of support and benefit from relationships with these individuals or entities, Waitr’s results of operations could suffer if contractual relationships fail to materialize from these associations, such relationships are terminated or the combined company loses either individual as a director. If for any reason the services of its key personnel, particularly Messrs. Meaux, Pringle, Rivero or Boudreaux were to become unavailable, there could be a material adverse effect on its business, financial condition, results of operations, cash flows and prospects.
As Waitr continues to grow, it cannot guarantee that it will continue to attract the personnel it needs to maintain its competitive position. In particular, Waitr intends to hire a significant number of engineering, customer support, driver and sales personnel in the coming year. Waitr expects to face significant competition from other companies in hiring such personnel, particularly in larger markets to which it expands. As Waitr matures, the incentives to attract, retain, and motivate employees provided by equity awards or by future arrangements, such as through cash bonuses, may not be as effective as in the past. Additionally, Waitr has a number of current employees whose equity ownership in its company gives them a substantial amount of personal wealth, particularly after the business combination. Likewise, Waitr has a number of current employees whose equity awards are fully vested and shortly after the completion of the business combination will be entitled to receive substantial amounts of its capital stock. As a result, it may be difficult for Waitr to continue to retain and motivate these employees, and this wealth could affect their decisions about whether or not they continue to work for Waitr. If Waitr does not succeed in attracting, hiring, and integrating excellent personnel, or retaining and motivating existing personnel, Waitr may be unable to grow effectively.
Waitr plans to continue to base a substantial amount of its operations in Lake Charles and Lafayette, Louisiana. It could become difficult to continue to attract or retain to these locations key engineering, sales and other talent required to compete with larger competitors whose operations are based in larger cities, where such talent historically may be easier to find. In addition, demographic trends favoring population growth in larger cities and away from smaller cities may make this increasingly difficult. Retaining and
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attracting key talent is extremely competitive in the high technology industry, particularly in the areas of mobile applications and Internet technology. If Waitr is unable to retain or attract key talent or personnel, its operations could suffer, thereby materially harming Waitr’s business.
Driver shortages and increases in driver compensation could adversely affect Waitr’s profitability and ability to maintain or grow its business.
Driver shortages could require Waitr to spend more to attract and retain employee and independent contractor drivers. Waitr could face a challenge with attracting and retaining qualified drivers primarily due to intense market competition, which may subject it to increased payments for driver compensation and independent contractor driver rates. Also, because of the intense competition for drivers, Waitr may face difficulty maintaining or increasing its number of employee and independent contractor drivers. Further, with respect to independent contractor drivers, shortages can result from contractual terms or company policies that make contracting with Waitr less desirable to certain independent contractor drivers. In addition, the “on-call” or “on-demand” nature of the way that Waitr asks independent contractor drivers to pick up shifts during busy times may result in difficulties procuring such independent contractor drivers when Waitr needs that labor most. Such a shortage could result in material harm to Waitr’s business or reputation. Due to the absence of long-term contracts, independent contractors can quickly terminate their relationships with Waitr. If Waitr is unable to continue to attract and retain a sufficient number of employee and independent contractor drivers, it could face difficulty meeting consumer order demands or be forced to forego business that would otherwise be available to it, which could adversely affect its profitability and ability to maintain or grow its business.
Major earthquakes, hurricanes, tropical cyclones, and other instances of severe weather or other natural phenomena would cause significant losses.
Waitr’s services and operations are subject to interruption, decreases in consumer entertainment spending and damage and destruction to company property as a result of severe local weather conditions or other natural phenomena. Waitr’s headquarters are located in areas that have historically been and could, in the future, be materially and adversely affected by damage resulting from a major earthquake, tropical cyclone, significant rain event, a hurricane, or other severe weather phenomena. In addition, Waitr relies on third parties for critical infrastructure and services. Any of these third parties could be subject to disruptions due to similar major weather events, which could adversely affect Waitr’s business and financial results.
Waitr also may suffer from weather-related or other events, such as tornadoes, hurricanes, blizzards, ice storms, floods, fires, earthquakes, widespread computer viruses, terrorist attacks, acts of war and explosions, which may disrupt fuel supplies, increase fuel costs, disrupt freight shipments or routes, affect regional economies, destroy its assets or the assets of its customers or otherwise adversely affect the business or financial condition of its customers (both restaurant and diner), any of which could adversely affect its results or make its results more volatile. In addition, third parties that provide critical technology, services and infrastructure, such as data centers, telecommunications networks and the like remain vulnerable to these types of events, all of which could disrupt critical services for Waitr, adversely affecting its financial results and operations.
Such adverse weather occurrences could materially impact orders on the Waitr Platform and Waitr’s delivery capabilities, thus severely decreasing Waitr’s revenue and increasing costs. Further, in the event of any such weather occurrence, Waitr’s insurance may not be sufficient to cover the costs of repairing or replacing damaged equipment and Waitr may suffer a significant decline in revenues if any of the restaurants on the Waitr Platform are closed for an extended period of time or these events result in significant disruption to telecommunications systems, including the Internet or mobile phone services. Any such events could materially and adversely affect Waitr’s business and the results of its operations.
Increases in food, labor, fuel and other costs could adversely affect Waitr’s business.
Changes in food and supply costs are a part of Waitr’s Restaurant Partners’ business. The prices of food, labor, fuel or energy could continue to increase in the near future. Waitr’s Restaurant Partners may be unable absorb higher costs without raising prices or ceasing operations. Restaurant profitability is
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dependent, among other things, a restaurant’s ability to anticipate and react to changes in the costs of key operating resources, including food and other raw materials, labor, energy and other supplies and services. Substantial increases in costs and expenses could impact operating results of Restaurant Partners to the extent that such increases cannot be passed along to diners using the Waitr Platform (or otherwise). The impact of inflation on food, labor, and energy costs can significantly affect the profitability of Waitr if such inflation results in fewer Restaurant Partners, diners or orders that occur on the Waitr Platform.
Any significant increase in energy costs could adversely affect Waitr’s business through higher rates and the imposition of fuel surcharges, which could affect its drivers’ costs and the amount that Waitr must reimburse such drivers for services. Because most of the restaurants on the Waitr Platform sell moderately priced food, Waitr may choose not to, or be unable to, pass along commodity price increases to diners on the Waitr Platform. Additionally, significant increases in gasoline prices could result in a decrease of deliveries or the available driver labor pool. If delivery time slows as a result, Waitr’s reputation could be harmed, and the number of diners or orders could decline, harming Waitr’s business.
The restaurant business is affected by changes in international, national, regional, and local economic conditions, consumer preferences and spending patterns, demographic trends, energy costs, consumer perceptions of food safety, weather, traffic patterns, the type, number and location of competing restaurants, and the effects of war or terrorist activities and any governmental responses thereto. Factors such as inflation, higher costs for each of food, labor, benefits and utilities, the availability and cost of suitable sites, fluctuating insurance rates, state and local regulations and licensing requirements, legal claims, and the availability of an adequate number of qualified management and hourly employees also affect restaurant operations and administrative expenses. If Waitr’s Restaurant Partners cannot adequately pass costs along to diners or otherwise finance or pay for these higher costs, they may cease operations, reduce offerings on the Waitr Platform or otherwise demand lower commissions or delivery fees from Waitr, thereby reducing revenue and harming Waitr’s business.
Waitr plans to continue to make acquisitions, which could require significant management attention, disrupt Waitr’s business, dilute Waitr’s stockholders, and seriously harm its business.
As part of Waitr’s business strategy, Waitr has made and intends to make acquisitions to add specialized employees and complementary companies, products, and technologies. Waitr’s ability to acquire and successfully integrate larger or more complex companies, products, and technologies is unproven. In the future, Waitr may not be able to find other suitable acquisition candidates, and Waitr may not be able to complete acquisitions on favorable terms, if at all. Waitr’s competitors have large cash reserves and aggressive acquisition strategies, and Waitr may not be able to successfully attract acquisition targets to the same degree as its competitors. Waitr’s previous and future acquisitions may not achieve its goals, and any future acquisitions Waitr completes could be viewed negatively by diners, Restaurant Partners, drivers or investors. In addition, if Waitr fails to successfully close transactions or integrate new teams, or integrate the products and technologies associated with these acquisitions into Waitr’s company and culture, its business could be seriously harmed. Any integration process may require significant time and resources, and Waitr may not be able to manage the process successfully. Waitr may not successfully evaluate or use the acquired products, technology, and personnel, or accurately forecast the financial impact of an acquisition transaction, including accounting charges. Waitr may also incur unanticipated liabilities that Waitr assumes as a result of acquiring companies. Waitr may have to pay cash, incur debt, or issue equity securities to pay for any acquisition, any of which could seriously harm Waitr’s business. Selling equity to finance any such acquisitions would also dilute Waitr’s stockholders. Incurring debt would increase Waitr’s fixed obligations and could also include covenants or other restrictions that would impede Waitr’s operations.
Waitr’s storage, processing and use of data, some of which contains personal information, subjects it to complex and evolving federal, state, and foreign laws and regulations regarding privacy, data protection, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in investigations, claims, changes to Waitr’s business practices, increased cost of operations, and declines in user growth, retention, or engagement, any of which could seriously harm its business.
Waitr is subject to a variety of laws and regulations in the United States and other countries that involve matters central to its business, including user privacy, sweepstakes, rewards or coupons, rights of publicity, data protection, content, intellectual property, distribution, electronic contracts and other
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communications, e-commerce, competition, protection of minors, consumer protection, taxation, libel, defamation, internet or data usage, and online-payment services. Both in the United States and abroad, these laws and regulations constantly evolve and remain subject to significant change. In addition, the application and interpretation of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which Waitr operates. Because Waitr stores, processes, and uses data, some of which contains personal information, Waitr is subject to complex and evolving federal, state, and foreign laws and regulations regarding privacy, data protection, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in investigations, claims, changes to Waitr’s business practices, increased cost of operations, and declines in diner and restaurant growth, orders, retention, or engagement, any of which could seriously harm Waitr’s business.
If Waitr cannot protect its intellectual property, the value of the Waitr brand and other intangible assets may be diminished, and its business may be adversely affected.
Waitr relies and expects to continue to rely on a combination of confidentiality and license agreements with Waitr’s employees, consultants, and third parties with whom Waitr has relationships, as well as trademark, copyright, patent, trade secret, and domain name protection laws, to protect its proprietary rights. In the United States and internationally, Waitr has filed various applications for protection of certain aspects of Waitr’s intellectual property. Waitr does not currently hold any issued patents. In the future, Waitr may acquire patents or patent portfolios, which could require significant cash expenditures. However, third parties may knowingly or unknowingly infringe Waitr’s proprietary rights, third parties may challenge proprietary rights held by Waitr, and pending and future trademark and patent applications may not be approved. In addition, effective intellectual property protection may not be available in every country in which Waitr operates or intends to operate its business. In any or all of these cases, Waitr may be required to expend significant time and expense in order to prevent infringement or to enforce its rights. Although Waitr has taken measures to protect its proprietary rights, there can be no assurance that others will not offer products or concepts that are substantially similar to those of Waitr and compete with its business.
Waitr has registered the trademark “Waitr,” along with its stylized logo, with the U.S. Patent & Trademark Office. Waitr has also registered the trademark “Waigo.” Waiter.com, Inc. sued Waitr in 2016 in the United States District Court for the Western District of Louisiana alleging, among other things, trademark infringement based on the use of the name “Waitr.” See the section titled “Information About Waitr — Legal Proceedings” for a further discussion of this litigation. Although Waitr believes that Waiter.com, Inc.’s lawsuit is baseless, there is a risk that the court could find that Waitr’s use of its name infringes the rights of Waiter.com, Inc. In such event, the court could award Waiter.com, Inc. significant damages and/or order that Waitr discontinue its use of the name “Waitr.” Any such adverse ruling or finding could substantially harm Waitr’s financial results and operations. Having to use a different name could confuse Restaurant Partners and/or diners, resulting in fewer orders.
Waitr is currently, and expects to be in the future, party to patent lawsuits and other intellectual property rights claims that are expensive and time consuming, and, if resolved adversely, could have a significant impact on Waitr’s business, financial condition, or results of operations.
Companies in the Internet, technology, and mobile application industries own large numbers of patents, copyrights, trademarks, and trade secrets, and frequently enter into litigation based on allegations of infringement, misappropriation, or other violations of intellectual property or other rights. In addition, various “non-practicing entities” that own patents and other intellectual property rights often attempt to aggressively assert their rights in order to extract value from technology companies. Furthermore, from time to time Waitr may introduce new products, including in areas where it currently does not compete, which could increase Waitr’s exposure to patent and other intellectual property claims from competitors and non-practicing entities.
As a public company, Waitr may receive letters demanding that it cease and desist using certain intellectual property. Some of these may result in litigation against Waitr. Defending patent and other intellectual property litigation costs large amounts of money and time and can impose a significant burden on management and employees. Favorable final outcomes do not occur in all cases. In addition, plaintiffs may seek, and Waitr may become subject to, preliminary or provisional rulings in the course of any such
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litigation, including potential preliminary injunctions requiring Waitr to cease some or all of its operations. For example, a ruling in the lawsuit filed by Waiter.com, Inc. could require that Waitr stop using its name. Waitr may decide to settle such lawsuits and disputes on terms that are unfavorable to it. Similarly, if any litigation to which Waitr is a party is resolved adversely, Waitr may be subject to an unfavorable judgment that may not be reversed upon appeal. The terms of such a settlement or judgment may require Waitr to cease some or all of its operations or pay substantial amounts to the other party. In addition, Waitr may have to seek a license to continue practices found to be in violation of a third party’s rights, which may not be available on reasonable terms, or at all, and may significantly increase Waitr’s operating costs and expenses. As a result, Waitr may also be required to develop alternative non-infringing technology, names or practices or discontinue the practices.
The development of alternative non-infringing technology, names or practices could require significant effort and expense or may not be feasible. Waitr’s business, financial condition, or results of operations could be adversely affected as a result of an unfavorable resolution of the disputes and litigation referred to above.
Waitr’s use of open source software could expose it to “copyleft” claims or otherwise subject it to business or legal risk.
Waitr uses open source software in its products. Waitr’s use of open source software in its products may require it to license innovations that are material to Waitr’s business and may also expose Waitr to increased litigation risk. If the protection of Waitr’s proprietary rights is inadequate to prevent unauthorized use or appropriation by third parties, the value of Waitr’s brand and other intangible assets may be diminished and competitors may be able to more effectively mimic Waitr’s service and methods of operations. Any of these events could have an adverse effect on Waitr’s business and financial results.
Waitr may require additional capital to pursue its business objectives and respond to business opportunities, challenges or unforeseen circumstances. Insufficient capital can harm Waitr’s operating, business and financial results.
Waitr intends to continue to make investments to support its growth and may require additional capital to pursue its business objectives and respond to business opportunities, challenges or unforeseen circumstances, including to increase Waitr’s marketing expenditures to improve brand awareness, develop new product and service offerings or further improve the Waitr Platform and existing product and service offerings, enhance Waitr’s operating infrastructure and acquire complementary businesses and technologies. Accordingly, Waitr may need to engage in equity or debt financings to secure additional funds. However, additional funds may not be available when Waitr needs them, on terms that are acceptable to Waitr, or at all. Volatility in the credit markets also may have an adverse effect on Waitr’s ability to obtain debt financing.
If Waitr raises additional funds through further issuances of equity or convertible debt securities, Waitr’s existing stockholders could suffer significant dilution, and any new equity securities Waitr issues could have rights, preferences and privileges superior to those of holders of its common stock. If Waitr is unable to obtain adequate financing or financing on terms satisfactory to Waitr, when Waitr requires it, Waitr’s ability to continue to pursue its business objectives and to respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and Waitr’s business, operating results, financial condition and prospects could be materially adversely affected.
If Waitr’s employees were to unionize, Waitr’s operating costs could increase and its ability to compete could be impaired.
None of Waitr’s employees are currently represented under a collective bargaining agreement; however, Waitr always faces the risk that its employees will try to unionize, and if its independent contractors were ever re-classified as employees, the magnitude of this risk would increase. Further, Congress or one or more states could approve legislation and/or the National Labor Relations Board (the “NLRB”) could render decisions or implement rule changes that could significantly affect Waitr’s business and its relationship with employees, including actions that could substantially liberalize the procedures for union organization. For example, in December 2014, the NLRB implemented a final rule amending the agency’s representation-case
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proceedings that govern the procedures for union representation. Pursuant to this amendment, union elections can now be held within 10 to 21 days after the union requests a vote, which makes it easier for unions to successfully organize all employers, in all industries. In addition, Waitr can offer no assurance that the Department of Labor will not adopt new regulations or interpret existing regulations in a manner that would favor the agenda of unions.
Any attempt to organize by Waitr’s employees could result in increased legal and other associated costs and divert management attention, and if Waitr entered into a collective bargaining agreement, the terms could negatively affect its costs, efficiency and ability to generate acceptable returns on the affected operations. In particular, the unionization of Waitr’s employees could have a material adverse effect on its business, financial condition, results of operations, cash flows and prospects because:

restrictive work rules could hamper Waitr’s efforts to improve and sustain operating efficiency and could impair Waitr’s service reputation and limit Waitr’s ability to provide next-day services;

a strike or work stoppage could negatively impact Waitr’s profitability and could damage customer and employee relationships, and some shippers may limit their use of unionized trucking companies because of the threat of strikes and other work stoppages; and

an election and bargaining process could divert management’s time and attention from Waitr’s overall objectives and impose significant expenses.
If Waitr’s independent contractor drivers fail to meet Waitr’s contractual obligations or otherwise fail to perform in a manner consistent with Waitr’s requirements, Waitr may be required to utilize alternative service providers at potentially higher prices or with some degree of disruption of the services that Waitr provides to diners. If Waitr fails to deliver on time, if its delivery obligations are not otherwise met, or if the costs of its services increase, then Waitr’s profitability and restaurant relationships could be harmed.
Waitr currently relies upon a small portion of independent contractor drivers to perform the services for which it contracts with its Restaurant Partners. Waitr’s reliance on independent contractor drivers, even if small by comparison to its use of employee drivers, creates numerous risks for Waitr’s business. This increases the risk of driver shortages at critical times, such as peak order times.
The financial condition and operating costs of Waitr’s independent contractor drivers are affected by conditions and events that are beyond Waitr’s control and may also be beyond their control. Adverse changes in the financial condition of Waitr’s independent contractor drivers or increases in their car ownership or operating costs could cause them to seek higher revenues or to cease their business relationships with Waitr. The prices that Waitr charges its diners could be impacted by such issues, which may in turn limit pricing flexibility with diners, resulting in fewer delivery orders and decreasing Waitr’s revenues.
Independent contractor drivers typically utilize shirts and food carrier equipment bearing Waitr’s trade names and trademarks. If one of Waitr’s independent contractor drivers is subject to negative publicity, it could negatively reflect on Waitr and have a material and adverse effect on Waitr’s business, brand and financial performance. Under certain laws, Waitr could also be subject to allegations of liability for the activities of its independent contractor drivers.
Independent contractor drivers are third-party service providers, as compared to company drivers who are employed by Waitr. As independent business owners, Waitr’s independent contractor drivers may make business or personal decisions that conflict with Waitr’s best interests. For example, if an order is unprofitable, route distance is further than desired or personal scheduling conflicts arise, an independent contractor driver may deny orders from time to time. In these circumstances, Waitr must be able to timely deliver food orders to maintain relationships with diners and Restaurant Partners. The unwillingness of independent contractor drivers to perform their services when and where they are needed could adversely harm Waitr’s financial performance and operating results.
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If Waitr’s independent contractors are deemed by regulators or judicial process to be employees of Waitr, then Waitr’s business and results of operations could be adversely affected.
Tax and other regulatory authorities have in the past sought to assert that independent contractors in certain types of food delivery and/or driving positions are employees of the company for which they are delivering or driving, rather than independent contractors. Taxing and other regulatory authorities and courts apply a variety of standards in their determination of independent contractor status. If Waitr’s independent contractor drivers are determined to be its employees, Waitr would incur additional exposure under federal and state tax, workers’ compensation, unemployment benefits, labor, employment, and tort laws, including for prior periods, as well as potential liability for employee benefits and tax withholdings.
The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act, may strain Waitr’s resources, increase Waitr’s costs and distract management.
As a public company, Waitr will need to comply with new laws, regulations and requirements, certain corporate governance provisions of the Sarbanes-Oxley Act of 2002, related regulations of the SEC and the requirements of Nasdaq, with which Waitr is not required to comply as a private company. For example, Waitr will need to:

institute a more comprehensive compliance function;

comply with rules promulgated by Nasdaq;

prepare and distribute periodic public reports in compliance with obligations under the federal securities laws;

establish new internal policies, such as those relating to insider trading; and

involve and retain to a greater degree outside counsel and accountants in the above activities.
Complying with statutes, regulations and requirements relating to public companies will occupy a significant amount of time of management and will significantly increase Waitr’s costs and expenses, which could have a material adverse effect on Waitr’s business, financial condition, results of operations and cash flows. Furthermore, Waitr’s management may not be able to implement programs and policies to comply with such statutes, regulations and requirements in an effective and timely manner.
Risks Related to the Company and the Business Combination
Our sponsors have agreed to vote in favor of the business combination, regardless of how our public stockholders vote.
Unlike many other blank check companies in which the founders agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, our sponsors have agreed to vote any shares of common stock owned by them in favor the business combination. As of the date hereof, our sponsors beneficially own shares equal to 23% of our issued and outstanding shares of common stock. Accordingly, it is more likely that the necessary stockholder approval will be received for the business combination than would be the case if our sponsors agreed to vote any shares of common stock owned by them in accordance with the majority of the votes cast by our public stockholders.
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Our sponsors, certain members of our Board and our officers have interests in the business combination that are different from or are in addition to other stockholders in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement.
When considering our Board’s recommendation that our stockholders vote in favor of the approval of the Business Combination Proposal, our stockholders should be aware that the directors and officers of the Company have interests in the business combination that may be different from, or in addition to, the interests of our stockholders. These interests include:

the fact that our sponsors have agreed not to redeem any of the founder shares in connection with a stockholder vote to approve a proposed initial business combination;

the fact that our sponsors paid an aggregate of  $25,000 for the founder shares and such securities will have a significantly higher value at the time of the business combination, which if unrestricted and freely tradable would be valued at approximately $69,750,000 based on the closing price of our Class A common stock on Nasdaq on October 31, 2018, but, given the restrictions on such shares, we believe such shares have less value;

the fact that our sponsors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete an initial business combination by December 14, 2018;

the fact that our sponsors paid an aggregate of  $7,000,000 for their 14,000,000 private placement warrants to purchase shares of Class A common stock and that such private placement warrants will expire worthless if a business combination is not consummated by December 14, 2018;

the fact that on August 21, 2018, the Company issued a convertible promissory note to FEI Sponsor that provides for FEI Sponsor to advance to the Company, from time to time, up to $1,500,000 for ongoing expenses, and on August 22, 2018, the Company drew the full amount, which may be converted into warrants to purchase common stock of the post-combination company at the option of FEI Sponsor;

the fact that if the trust account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our sponsors have agreed that they will be jointly and severally liable to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which we have discussed entering into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such target business or vendor has not executed a waiver of any and all rights to seek access to the trust account;

the anticipated election of our Chief Executive Officer, Tilman J. Fertitta, and our Vice President, General Counsel and Secretary, Steven L. Scheinthal, as directors of the post-combination company;

the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the business combination;

the fact that our sponsors, officers and directors may not participate in the formation of, or become a director or officer of, any other blank check company until we (i) have entered into a definitive agreement regarding an initial business combination or (ii) fail to complete an initial business combination by December 14, 2018; provided that, in the case of clause (i), such other blank check company does not consummate its initial public offering prior to the consummation of the business combination;

the fact that our sponsors, officers and directors will lose their entire investment in us and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by December 14, 2018;
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the fact that that at the Closing we will enter into the Registration Rights Agreement, which provides for registration rights to the sponsors, the Waitr securityholders and their permitted transferees;

the fact that, in connection with the Closing, JFG Sponsor will assign 10,000 founder shares to each of G. Michael Stevens, Mark Kelly and Michael Chadwick, the Company’s current independent directors; and

the fact that at Closing, Steven L. Scheinthal, our Vice President, General Counsel and Secretary, and Richard H. Liem, our Vice President and Chief Financial Officer, are expected to enter the Consulting Agreements with the Company, pursuant to which each consultant will receive 150,000 restricted shares of common stock, which will vest after one year.
Jefferies has a potential conflict of interest regarding the merger.
Jefferies was an underwriter in our initial public offering. Richard Handler, Chief Executive Officer and President of Jefferies, serves as Co-Chairman and President of the Company. Upon consummation of the business combination, the underwriters of the initial public offering are entitled to $8,750,000 of deferred underwriting commission, of which Jefferies is entitled to $3,718,750. The underwriters of the initial public offering have agreed to waive their rights to the deferred underwriting commission held in the trust account in the event the Company does not complete an initial business combination within 24 months of the closing of the initial public offering. Accordingly, if the business combination with Waitr, or any other initial business combination, is not consummated by that time and the Company is therefore required to be liquidated, the underwriters of the initial public offering, including Jefferies, will not receive any of the deferred underwriting commission and such funds will be returned to the Company’s public stockholders upon its liquidation.
Furthermore, Jefferies is engaged by the Company as financial and capital markets advisors to the Company. The Company decided to retain Jefferies as its financial and capital markets advisors based primarily on (i) Jefferies’ extensive knowledge, strong market position and positive reputation in equity capital markets, (ii) Jefferies’ experienced and capable investment banking team and (iii) Jefferies’ long-standing relationship with and affiliation with the Company and the Sponsors. The Company agreed to pay Jefferies an aggregate fee of  $4,500,000 in connection with its services as financial advisor, all of which will become payable, and is contingent, upon the consummation of the business combination. In addition, under the terms of Jefferies’ engagement, the Company agreed to reimburse Jefferies for its reasonable expenses, including fees, disbursements and other charges of counsel, and to indemnify Jefferies and related parties against liabilities, including liabilities under federal securities laws, relating to, or arising out of, its engagement.
Jefferies has also been engaged by the Company to act as its placement agent with respect to the Debt Financings. The Company has agreed to pay Jefferies a fee of  $1,700,000 at the Closing, reimburse all out-of-pocket expenses (including fees and expenses of its counsel, and the fees and expenses of any other independent experts retained by Jefferies) incurred by Jefferies and its designated affiliates, and to indemnify Jefferies and related parties against liabilities relating to or arising out of its engagement as placement agent.
Jefferies therefore has a financial interest in the Company completing a business combination that will result in the payment of the deferred underwriting commission to the underwriters of the initial public offering, including Jefferies. In considering approval of the business combination, the Company’s stockholders should consider the roles of Jefferies in light of its financial interest in the business combination with Waitr being consummated.
Our sponsors hold a significant number of shares of our common stock. They will lose their entire investment in us if a business combination is not completed.
Our sponsors beneficially own 23% of the Company’s issued and outstanding shares, including 6,250,000 founder shares. The founder shares will be worthless if we do not complete a business combination by December 14, 2018. In addition, our sponsor holds an aggregate of 14,000,000 private placement warrants that will also be worthless if we do not complete a business combination by
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December 14, 2018. In connection with the Debt Financings, FEI Sponsor and JFG Sponsor agreed to exchange the 14,000,000 warrants purchased by them in connection with the Company’s initial public offering for 1,600,000 shares of the Company’s common stock.
The founder shares are identical to the shares of Class A common stock included in the units, except that (i) the founder shares are subject to certain transfer restrictions, (ii) our sponsors, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (a) to waive their redemption rights with respect to their founder shares and public shares owned in connection with the completion of our business combination, (b) to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our business combination by December 14, 2018 (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our business combination by December 14, 2018) and (iii) the founder shares are automatically convertible into shares of our Class A common stock at the time of our business combination, as described herein.
The personal and financial interests of our officers and directors may have influenced their motivation in identifying and selecting Waitr, completing a business combination with Waitr and may influence their operation of the post-combination company following the business combination.
Our sponsors, officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if a business combination is not completed.
At the closing of a business combination (including this business combination), our sponsors, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on our behalf. These financial interests of our sponsors, officers and directors may influence their motivation in identifying and selecting a target business combination and completing our business combination.
Our sponsors, directors or officers or their affiliates may elect to purchase shares from public stockholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A common stock.
Our sponsors or the Company’s or Waitr’s directors, officers or advisors, or any of their respective affiliates, may purchase public shares in privately negotiated transactions or in the open market prior to the special meeting, although they are under no obligation to do so. Any such purchases that are completed after the record date for the special meeting may include an agreement with a selling stockholder that such stockholder, for so long as it remains the record holder of the shares in question, will vote in favor of the Business Combination Proposals and/or will not exercise its redemption rights with respect to the shares so purchased. The purpose of such share purchases and other transactions would be to increase the likelihood that the proposals to be voted upon at the special meeting are approved by the requisite number of votes. In the event that such purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the Business Combination Proposal and elected to redeem their shares for a portion of the trust account. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the trust account. Any public shares held by or subsequently purchased by our affiliates may be voted in favor of the Business Combination Proposal. This may result in the completion of our business combination that may not otherwise have been possible.
In addition, if such purchases are made, the public “float” of our Class A common stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on the Nasdaq or another national securities exchange or reducing the liquidity of the trading market for our Class A common stock.
Our public stockholders may experience dilution as a consequence of the issuance of Class A common stock as consideration in the business combination. Having a minority share position may reduce the influence that our current stockholders have on the management of the post-combination company.
It is anticipated that, upon completion of the business combination, assuming no redemptions: (i) the Company’s public stockholders will retain an ownership interest of approximately 42% in the
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post-combination company (not including shares beneficially owned by our sponsors); (ii) our sponsors will own approximately 16% of the post-combination company; and (iii) the Waitr securityholders will own approximately 42% of the post-combination company. These levels of ownership interest assume that no shares are elected to be redeemed and that our sponsors have not exercised any of the private placement warrants. The ownership percentage with respect to the post-combination company following the business combination does not take into account (a) warrants to purchase common stock that will remain outstanding immediately following the business combination; (b) approximately 507,000 stock options that will be issued to former holders of Waitr stock options that are unvested, outstanding and unexercised as of immediately prior to the Effective Time; or (c) the issuance of any shares upon completion of the business combination under the Incentive Plan, a copy of which is attached to this proxy statement as Annex C, but does include founder shares, which will be converted into shares of common stock at the Closing on a one-for-one basis. Please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for further information. To the extent that any shares of Class A common stock are issued upon exercise of the public warrants or the private placement warrants or the Incentive Plan, current stockholders may experience substantial dilution. Such dilution could, among other things, limit the ability of our current stockholders to influence management of the post-combination company through the election of directors following the business combination. Depending on the number of public shares redeemed, our current stockholders could own a majority of the voting rights in the post-combination company, but would not have effective control over the post-combination company.
There can be no assurance that our Class A common stock that will be issued in connection with the business combination will be approved for listing on Nasdaq following the Closing, or that we will be able to comply with the continued listing standards of Nasdaq.
Our Class A common stock, units and public warrants are currently listed on Nasdaq. Our continued eligibility for listing may depend on, among other things, the number of our shares that are redeemed. If, after the business combination, Nasdaq delists our Class A common stock from trading on its exchange for failure to meet the listing standards, we and our stockholders could face significant material adverse consequences including:

a limited availability of market quotations for our securities;

reduced liquidity for our securities;

a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

a limited amount of news and analyst coverage; and

a decreased ability to issue additional securities or obtain additional financing in the future.
The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our Class A common stock, units and public warrants are listed on Nasdaq, they are covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state, other than the state of Idaho, having used these powers to prohibit or restrict the sale of securities issued by blank check companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities.
Resales of the shares of common stock included in the Stock Consideration could depress the market price of our common stock.
There may be a large number of shares of common stock sold in the market following the completion of the business combination or shortly thereafter. The shares held by the Company’s public stockholders
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will be freely tradeable, and the shares held by the Waitr securityholders will be freely tradeable (i) following the registration of the resale thereof pursuant to a registration statement that we have agreed to file within 120 days after the completion of the business combination and (ii) the expiration of the lock-up period beginning on the date of the Closing and expiring one (1) year after the date of the Closing or earlier if, subsequent to the Closing, (i) the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty- (30) trading day period commencing at least one hundred fifty (150) days after the Closing or (ii) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Assuming no redemptions, we will have approximately 53,703,841 shares of common stock outstanding after the business combination. We also intend to register all shares of common stock that we may issue under the Incentive Plan. Once we register these shares, they can be freely sold in the public market upon issuance, subject to volume limitations applicable to affiliates.
Such sales of shares of common stock or the perception of such sales may depress the market price of our common stock.
We have no operating history and are subject to a mandatory liquidation and subsequent dissolution requirement. As such, there is a risk that we will be unable to continue as a going concern if we do not consummate an initial business combination by December 14, 2018. If we are unable to effect a business combination by December 14, 2018, we will be forced to liquidate and our warrants will expire worthless.
We are a blank check company, and as we have no operating history and are subject to a mandatory liquidation and subsequent dissolution requirement, there is a risk that we will be unable to continue as a going concern if we do not consummate an initial business combination by December 14, 2018. Unless we amend our charter to extend the life of the Company and certain other agreements into which we have entered, if we do not complete an initial business combination by December 14, 2018, we will: (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 not released to the Company to pay franchise and income taxes (less up to $50,000 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 liquidation 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, dissolve and liquidate, subject in each case to our obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including trust account assets) will be less than the initial public offering price per unit in the IPO. In addition, if we fail to complete an initial business combination by December 14, 2018, there will be no redemption rights or liquidating distributions with respect to our public warrants or the private placement warrants, which will expire worthless, unless we amend our charter to extend the life of the Company and certain other agreements into which we have entered.
Even if we consummate the business combination, there is no guarantee that the public warrants will ever be in the money, and they may expire worthless and the terms of our warrants may be amended.
The exercise price for our warrants is $5.75 per one-half share ($11.50 per whole share) of Class A common stock. There is no guarantee that the public warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.
Our ability to successfully effect the business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, including the key personnel of Waitr whom we expect to stay with Waitr following the business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business and its financial condition could suffer as a result.
Our ability to successfully effect our business combination is dependent upon the efforts of our key personnel, including the key personnel of Waitr. Although some of our key personnel may remain with the
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Company in senior management or advisory positions following our business combination, it is possible that we will lose some key personnel, the loss of which could negatively impact the operations and profitability of our post-combination business. We anticipate that some or all of the management of Waitr will remain in place.
Waitr’s success depends to a significant degree upon the continued contributions of senior management, certain of whom would be difficult to replace. Departure by certain of Waitr’s officers could have a material adverse effect on Waitr’s business, financial condition, or operating results. Waitr does not maintain key-man life insurance on any of its officers. The services of such personnel may not continue to be available to Waitr.
The Company and Waitr will be subject to business uncertainties and contractual restrictions while the business combination is pending.
Uncertainty about the effect of the business combination on employees and third parties may have an adverse effect on the Company and Waitr. These uncertainties may impair our or Waitr’s ability to retain and motivate key personnel and could cause third parties that deal with any of us or them to defer entering into contracts or making other decisions or seek to change existing business relationships. If key employees depart because of uncertainty about their future roles and the potential complexities of the business combination, our or Waitr’s business could be harmed.
We may waive one or more of the conditions to the business combination.
We may agree to waive, in whole or in part, one or more of the conditions to our obligations to complete the business combination, to the extent permitted by our charter and bylaws and applicable laws. We may not waive the condition that our stockholders approve the business combination. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement —  Conditions to Closing of the Business Combination” for additional information.
The exercise of discretion by our directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Merger Agreement may result in a conflict of interest when determining whether such changes to the terms of the Merger Agreement or waivers of conditions are appropriate and in the best interests of our stockholders.
In the period leading up to the Closing, other events may occur that, pursuant to the Merger Agreement, would require the Company to agree to amend the Merger Agreement, to consent to certain actions or to waive rights that we are entitled to under those agreements. Such events could arise because of changes in the course of Waitr’s business, a request by Waitr to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on Waitr’s business and would entitle the Company to terminate the Merger Agreement. In any of such circumstances, it would be in the discretion of the Company, acting through its Board, to grant its consent or waive its rights. The existence of the financial and personal interests of the directors described elsewhere in this proxy statement may result in a conflict of interest on the part of one or more of the directors between what he may believe is best for the Company and our stockholders and what he may believe is best for himself or his affiliates in determining whether or not to take the requested action. As of the date of this proxy statement, we do not believe there will be any changes or waivers that our directors and officers would be likely to make after stockholder approval of the business combination has been obtained. While certain changes could be made without further stockholder approval, if there is a change to the terms of the business combination that would have a material impact on the stockholders, we will be required to circulate a new or amended proxy statement or supplement thereto and resolicit the vote of our stockholders with respect to the Business Combination Proposal.
We are not required to obtain and have not obtained an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance from an independent source that the terms of the Business Combination are fair to our company from a financial point of view.
We are not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm that the price we are paying is fair to the Company from a financial point of view. Our Board did not obtain a fairness opinion in connection with
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their determination to approve the Business Combination. In analyzing the Business Combination, our Board and our management conducted due diligence on Waitr and researched the industry in which Waitr operates and concluded that the Business Combination was in the best interest of our stockholders. Accordingly, our stockholders will be relying solely on the judgment of our Board in determining the value of the Business Combination, and our Board may not have properly valued such business. The lack of third-party fairness opinion may also lead to an increased number of stockholders to vote against the Business Combination or demand redemption of their shares, which could potentially impact our ability to consummate the Business Combination. For more information about our decision-making process, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Our Board’s Reasons for the Approval of the Business Combination.”
We will incur significant transaction and transition costs in connection with the business combination.
We have incurred and expect to incur significant, non-recurring costs in connection with consummating the business combination and operating as a public company following the consummation of the business combination. We may incur additional costs to retain key employees. All expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby (including the business combination), including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses and costs.
The Company’s transaction expenses as a result of the business combination are currently estimated at approximately $25,000,000, including $8,750,000 in deferred underwriting commissions to the underwriters of our IPO.
If we are unable to complete an initial business combination, our public stockholders may receive only approximately $10.00 per share on the liquidation of the trust account (or less than $10.00 per share in certain circumstances where a third party brings a claim against us that our sponsors are unable to indemnify), and our warrants will expire worthless.
If we are unable to complete an initial business combination by December 14, 2018, our public stockholders may receive only approximately $10.00 per share on the liquidation of the trust account (or less than $10.00 per share in certain circumstances where a third-party brings a claim against us that our sponsors are unable to indemnify (as described herein)) and our warrants will expire worthless.
If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share.
Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although 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 funds held in the trust account for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the funds held in the trust account, 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.
Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. 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. Upon redemption of our public shares, if we are unable to complete our
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business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per share initially held in the trust account, due to claims of such creditors. Our sponsors have agreed that they will be jointly and severally liable to us if and to the extent any claims by a vendor 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 and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, in each case net of the interest which may be withdrawn to pay taxes, 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 the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, 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. However, we have not asked our sponsors to reserve for such indemnification obligations, nor have we independently verified whether our sponsors have sufficient funds to satisfy their indemnity obligations. Therefore, we cannot assure you that our sponsors would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
Our directors may decide not to enforce the indemnification obligations of our sponsors, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.
In the event that the proceeds in the trust account are reduced below the lesser of  (i) $10.00 per public share and (ii) the actual amount per share held in the trust account as of the date of the liquidation of the trust account, in each case net of the interest which may be withdrawn to pay taxes, and one of our sponsors asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against such sponsor 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 their indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public stockholders may be reduced below $10.00 per public share.
If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.
If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.
Following the consummation of the business combination, our only significant asset will be our ownership interest in Waitr and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our common stock or satisfy our other financial obligations.
Following the consummation of the business combination, we will have no direct operations and no significant assets other than our ownership interest in Waitr. We will depend on Waitr for distributions, loans and other payments to generate the funds necessary to meet our financial obligations, including our expenses as a publicly traded company and to pay any dividends with respect to our common stock. The
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financial condition and operating requirements of Waitr may limit our ability to obtain cash from Waitr. The earnings from, or other available assets of, Waitr may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our common stock or satisfy our other financial obligations.
Subsequent to our completion of our business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment.
Although we have conducted due diligence on Waitr, we cannot assure you that this diligence will surface all material issues that may be present in Waitr’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Waitr’s and our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about the post-combination company or its securities. Accordingly, any stockholders who choose to remain stockholders following the business combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the tender offer materials or proxy statement relating to the business combination contained an actionable material misstatement or material omission.
We have no operating or financial history and our results of operations may differ significantly from the unaudited pro forma financial data included in this proxy statement.
We are a blank check company and we have no operating history and no revenues. This proxy statement includes unaudited pro forma condensed combined financial statements for the post-combination company. The unaudited pro forma condensed combined statement of operations of the post-combination company combines the historical audited results of operations of the Company for the year ended December 31, 2017 and the unaudited results of the Company for the quarter ended June 30, 2018, with the historical audited results of operations of Waitr for the year ended December 31, 2017 and the unaudited results of Waitr for the quarter ended June 30, 2018, respectively, and gives pro forma effect to the business combination as if it had been consummated on January 1, 2017. The unaudited pro forma condensed combined balance sheet of the post-combination company combines the historical balance sheets of the Company as of June 30, 2018 and of Waitr as of June 30, 2018 and gives pro forma effect to the business combination as if it had been consummated on June 30, 2018 2018.
The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation and reflect limited historical financial data. Therefore, the unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations and financial position that would have been achieved had the business combination been consummated on the dates indicated above, or the future consolidated results of operations or financial position of the post-combination company. Accordingly, the post-combination company’s business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial statements included in this document. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”
Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.
We will be subject to income taxes in the United States, and our domestic tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:
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changes in the valuation of our deferred tax assets and liabilities;

expected timing and amount of the release of any tax valuation allowances;

tax effects of stock-based compensation;

costs related to intercompany restructurings;

changes in tax laws, regulations or interpretations thereof; and

lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.
In addition, we may be subject to audits of our income, sales and other transaction taxes by U.S. federal and state authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.
A market for our securities may not continue, which would adversely affect the liquidity and price of our securities.
Following the business combination, the price of our securities may fluctuate significantly due to the market’s reaction to the business combination and general market and economic conditions. An active trading market for our securities following the business combination may never develop or, if developed, it may not be sustained. In addition, the price of our securities after the business combination can vary due to general economic conditions and forecasts, our general business condition and the release of our financial reports. Additionally, if our securities are not listed on, or become delisted from, Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more limited than if we were quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.
If the business combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of our securities may decline.
If the benefits of the business combination do not meet the expectations of investors or securities analysts, the market price of the Company’s securities prior to the Closing may decline. The market values of our securities at the time of the business combination may vary significantly from their prices on the date the Merger Agreement was executed, the date of this proxy statement, or the date on which our stockholders vote on the business combination.
In addition, following the business combination, fluctuations in the price of our securities could contribute to the loss of all or part of your investment. Immediately prior to the business combination, there has not been a public market for Waitr’s stock and trading in the shares of our Class A common stock has not been active. Accordingly, the valuation ascribed to Waitr and our Class A common stock in the business combination may not be indicative of the price that will prevail in the trading market following the business combination. If an active market for our securities develops and continues, the trading price of our securities following the business combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.
Factors affecting the trading price of the post-combination company’s securities following the business combination may include:

actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

changes in the market’s expectations about our operating results;

the public’s reaction to our press releases, our other public announcements and our filings with the SEC;
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speculation in the press or investment community;

success of competitors;

our operating results failing to meet the expectation of securities analysts or investors in a particular period;

changes in financial estimates and recommendations by securities analysts concerning the post-combination company or the market in general;

operating and stock price performance of other companies that investors deem comparable to the post-combination company;

our ability to market new and enhanced products on a timely basis;

changes in laws and regulations affecting our business;

commencement of, or involvement in, litigation involving the post-combination company;

changes in the post-combination company’s capital structure, such as future issuances of securities or the incurrence of additional debt;

the volume of shares of our common stock available for public sale;

any major change in our Board or management;

sales of substantial amounts of common stock by our directors, officers or significant stockholders or the perception that such sales could occur; and

general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.
Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general and Nasdaq have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies that investors perceive to be similar to the post-combination company could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.
In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources, and could also require us to make substantial payments to satisfy judgments or to settle litigation.
A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our Class A common stock to drop significantly, even if our business is doing well.
Sales of a substantial number of shares of Class A common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our Class A common stock. After the business combination, assuming no redemptions, our sponsors will beneficially own approximately 13% of our common stock. Our sponsors entered into a letter agreement with us, pursuant to which have agreed not to transfer, assign or sell any of their founder shares (except to certain permitted transferees) until one year after the completion of the business combination or earlier if subsequent to the business combination, (i) the closing price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (ii) we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property.
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Our quarterly operating results may fluctuate significantly and could fall below the expectations of securities analysts and investors due to seasonality and other factors, some of which are beyond our control, resulting in a decline in our stock price.
Our quarterly operating results may fluctuate significantly because of several factors, including:

labor availability and costs for hourly and management personnel;

profitability of our products, especially in new markets and due to seasonal fluctuations;

changes in interest rates;

impairment of long-lived assets;

macroeconomic conditions, both nationally and locally;

negative publicity relating to products we serve;

changes in consumer preferences and competitive conditions;

expansion to new markets; and

fluctuations in commodity prices.
If, following the business combination, securities or industry analysts do not publish or cease publishing research or reports about the post-combination company, its business, or its market, or if they change their recommendations regarding our common stock adversely, then the price and trading volume of our common stock could decline.
The trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. Securities and industry analysts do not currently, and may never, publish research on the Company or the post-combination company. If no securities or industry analysts commence coverage of the post-combination company, our stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover the post-combination company change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, the price of our common stock would likely decline. If any analyst who may cover the Company were to cease coverage of the post-combination company or fail to regularly publish reports on it, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.
We may be unable to obtain additional financing to fund the operations and growth of the post-combination company.
We may require additional financing to fund the operations or growth of the post-combination company. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the post-combination company. None of our officers, directors or stockholders is required to provide any financing to us in connection with or after our business combination.
Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect our business, investments and results of operations.
We are subject to laws, regulations and rules enacted by national, regional and local governments and Nasdaq. In particular, we are required to comply with certain SEC, Nasdaq and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations or rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could have a material adverse effect on our business and results of operations.
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Our sponsors will have significant influence over us after completion of the business combination.
Upon completion of the business combination, assuming no redemptions, our sponsors will beneficially own approximately 13% of our common stock. As long as our sponsors own or control a significant percentage of our outstanding voting power, they will have the ability to significantly influence all corporate actions requiring stockholder approval, including the election and removal of directors and the size of our Board, any amendment to our certificate of incorporation or bylaws, or the approval of any merger or other significant corporate transaction, including a sale of substantially all of our assets.
Our sponsors’ interests may not align with the interests of our other stockholders. Our sponsors are all in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with us. Our sponsors may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us.
Only holders of Class F common stock are entitled to elect or remove directors prior to the consummation of the business combination.
Pursuant to our charter, until the consummation of our initial business combination, only holders of our Class F common stock can elect or remove directors. Therefore, at the special meeting, only our sponsors will be entitled to vote on the election of each of the seven directors that will serve on our Board upon consummation of the business combination. As a result, holders of our public shares will not have the ability to vote on the election of the directors who will comprise our board of directors upon the closing of the business combination. Our sponsors’ interests may not align with the interests of our other stockholders.
We have not registered the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.
We have not registered the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed to use our best efforts to file a registration statement under the Securities Act covering such shares and maintain a current prospectus relating to the Class A common stock issuable upon exercise of the warrants. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, unless an exemption is available. Notwithstanding the above, if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the shares under blue sky laws, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under the blue sky laws of the state of residence in those states in which the warrants were initially offered by us in the IPO. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of Class A common stock included in the units. If and when the warrants become redeemable by us, we may exercise our redemption right even if the issuance of shares of
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Class A common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws and we are unable to effect such registration or qualification, subject to our obligation in such case to use our best efforts to register or qualify the shares of Class A common stock under the blue sky laws of the state of residence in those states in which the warrants were initially offered by us in the IPO.
We may amend the terms of the warrants in a manner that may be adverse to holders with the approval by the holders of at least 65% of the then-outstanding warrants.
Our warrants have been issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the warrants with the consent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of shares of our common stock purchasable upon exercise of a warrant.
We may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless.
We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of  $0.01 per warrant, provided that the closing price of our Class A 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 proper notice of such redemption provided that on the date we give notice of redemption. If and when the warrants become redeemable by us, we may exercise our redemption right even if the issuance of shares of Class A common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws and we are unable to effect such registration or qualification, subject to our obligation in such case to use our best efforts to register or qualify the shares of Class A common stock under the blue sky laws of the state of residence in those states in which the warrants were initially offered by us in the IPO. Redemption of the outstanding warrants could force our public stockholders (i) to exercise their warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so, (ii) to sell their warrants at the then-current market price when they might otherwise wish to hold their warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of their warrants. None of the private placement warrants will be redeemable by us so long as they are held by their initial purchasers or their permitted transferees.
Because each warrant is exercisable for only one-half of one share of our Class A common stock, the units may be worth less than units of other blank check companies.
Each warrant is exercisable for one-half of one share of Class A common stock. Warrants may be exercised only for a whole number of shares of Class A common stock. 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 Class A common stock to be issued to the warrant holder. As a result, warrant holders not purchasing an even number of warrants must sell any odd number of warrants in order to obtain full value from the fractional interest that will not be issued. This is different from other offerings similar to ours whose units include one share of Class A common stock and one warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for half of the number of shares compared to units that each contain a warrant to purchase one whole share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if it included a warrant to purchase one whole share.
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Warrants will become exercisable for our common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.
We issued warrants to purchase 12,500,000 shares of Class A common stock as part of our IPO and concurrently with our IPO, we issued private placement warrants to our sponsors to purchase 7,000,000 shares of our Class A common stock, in each case at $11.50 per share. In addition, prior to consummating an initial business combination, nothing prevents us from issuing additional securities in a private placement so long as they do not participate in any manner in the trust account or vote as a class with the common stock on a business combination. Assuming no redemptions, we expect to issue approximately 22,500,000 shares of our common stock to the Waitr securityholders upon consummation of the business combination. In addition, we expect to issue approximately 1,675,000 shares of common stock to the Sponsors in exchange for their private placement warrants and upon repayment of working capital loans made by them to the Company. The shares of common stock issued to the Waitr securityholders and additional shares of our common stock issued upon exercise of our warrants will result in dilution to the then existing holders of common stock of the Company and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our common stock.
The private placement warrants are identical to the warrants sold as part of the units issued in our IPO except that, so long as they are held by our sponsors or their permitted transferees, (i) they will not be redeemable by us, (ii) they (including the common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsors until 30 days after the completion of the business combination and (iii) they may be exercised by the holders on a cashless basis.
Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 24 months from the closing of the IPO may be considered a liquidation distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought 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. However, it is our intention to redeem our public shares as soon as reasonably possible following December 14, 2018 in the event we do not complete our business combination and, therefore, we do not intend to comply with those procedures.
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 10 years following our dissolution. Because we are a blank check company, rather than an operating company, and our operations are 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. If our plan of distribution complies with Section 281(b) of the DGCL, 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 likely be barred after the third anniversary of the dissolution.
We cannot assure you that we will properly assess all claims that may be potentially brought against us. 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 beyond the third anniversary of such date. Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination
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by December 14, 2018 is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distribution.
If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our Board may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our Board and us to claims of punitive damages.
If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary 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.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. In addition, our Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.
Anti-takeover provisions contained in our proposed charter and proposed bylaws, as well as provisions of Delaware law, could impair a takeover attempt.
Our charter currently contains and, assuming the approval of the Charter Proposals, the post-combination company’s charter will contain, provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together, these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. Assuming the approval of the Charter Proposals, these provisions will include:

a staggered Board providing for three classes of directors, which limits the ability of a stockholder or group to gain control of our Board;

the ability of the Board to issue preferred stock, which could contain features that delay or prevent a change of control;

no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

the right of our Board to elect a director to fill a vacancy created by the expansion of our Board or the resignation, death or removal of a director in certain circumstances, which prevents stockholders from being able to fill vacancies on our Board;

a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

a prohibition on stockholders calling a special meeting and the requirement that a meeting of stockholders may only be called by members of our Board, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;

the requirement that the removal of directors by the stockholders be approved by the affirmative vote of holders of at least seventy-five percent (75%) of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors, which limits the ability of stockholders to remove directors;

the requirement that the adoption, amendment, alteration or repeal of the bylaws by stockholders be approved the affirmative vote of at least seventy-five percent (75%) of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors and
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the requirement that the amendment or repeal of certain provisions of our certificate of incorporation be approved by the affirmative vote of at least seventy-five percent (75%) of the outstanding shares entitled to vote thereon, which limit the ability of stockholders to effect corporate governance changes; and

advance notice procedures that stockholders must comply with in order to nominate candidates to our Board or to propose matters to be acted upon at a meeting of stockholders, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of the Company.
The proposed charter designates the Court of Chancery of the State of Delaware and federal court within the State of Delaware as the exclusive forum for certain types of actions and proceedings that the Company’s stockholders may initiate, which could limit a stockholder’s ability to obtain a favorable judicial forum for disputes with the Company or its directors, officers or employees.
The proposed charter provides that, subject to limited exceptions, the Court of Chancery of the State of Delaware and federal court within the State of Delaware will be exclusive forums for any:

derivative action or proceeding brought on the Company’s behalf;

action asserting a claim of breach of a fiduciary duty owed by any of the Company’s directors, officers or other employees to the Company or its stockholders;

action asserting a claim against the Company arising pursuant to any provision of the DGCL, the Company’s charter or bylaws; or

other action asserting a claim against the Company that is governed by the internal affairs doctrine.
Any person or entity purchasing or otherwise acquiring any interest in shares of the Company’s capital stock shall be deemed to have notice of and to have consented to the provisions of the Company’s charter described above. These choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company or its directors, officers or other employees, which may discourage such lawsuits against the Company and its directors, officers and employees. Alternatively, if a court were to find these provisions of its charter inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, the Company may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect the Company’s business and financial condition.
We are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
We are an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we may 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 internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including but not limited to, if the market value of our common stock held by non-affiliates exceeds $700,000,000 as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.
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Further, 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 Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) 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. We have 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, we, 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 our 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 accounting standards used.
Risks Related to the Redemption
We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of our stockholders do not agree.
Our charter does not provide a specified maximum redemption threshold, except that we will not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (such that we are not subject to the SEC’s “penny stock” rules). However, the Merger Agreement provides that Waitr’s obligation to consummate the business combination is conditioned on the Company delivering evidence that the Company will have no less than an aggregate amount of  $75,000,000 in cash or investments in government securities or money market funds that invest only in direct United States treasury obligations immediately after the Closing (and following any redemptions of public shares and payment of expenses related to the business combination). As a result, we may be able to complete our business combination even though a substantial portion of our public stockholders do not agree with the transaction and have redeemed their shares or have entered into privately negotiated agreements to sell their shares to our sponsors or our or Waitr’s directors, officers or advisors, or any of their respective affiliates. As of the date of this proxy statement, no agreements with respect to the private purchase of public shares by the Company or the persons described above have been entered into with any such investor or holder. We will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or other proposals (as described in this proxy statement) at the special meeting.
In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Merger Agreement exceeds the aggregate amount of cash available to us, we may not complete the business combination or redeem any shares, all shares of Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.
If you or a “group” of stockholders of which you are a part are deemed to hold an aggregate of more than fifteen percent (15%) of our Class A common stock issued in the IPO, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of our Class A common stock issued in the IPO.
Our charter provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the shares of Class A common stock included in the units sold in our IPO (the “excess shares”). In order to determine whether a stockholder is acting in concert or as a group with another stockholder, the Company will require each public stockholder seeking to exercise redemption rights to certify to the Company whether such stockholder is acting in concert or as a group
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with any other stockholder. Such certifications, together with other public information relating to stock ownership available to the Company at that time, such as Section 13D, Section 13G and Section 16 filings under the Exchange Act, will be the sole basis on which the Company makes the above-referenced determination. Your inability to redeem any such excess shares will reduce your influence over our ability to consummate the business combination and you could suffer a material loss on your investment in us if you sell such excess shares in open market transactions. Additionally, you will not receive redemption distributions with respect to such excess shares if we consummate the business combination. As a result, you will continue to hold that number of shares aggregating to more than 15% of the shares sold in our IPO and, in order to dispose of such excess shares, would be required to sell your stock in open market transactions, potentially at a loss. We cannot assure you that the value of such excess shares will appreciate over time following the business combination or that the market price of our Class A common stock will exceed the per-share redemption price. Notwithstanding the foregoing, stockholders may challenge the Company’s determination as to whether a stockholder is acting in concert or as a group with another stockholder in a court of competent jurisdiction.
However, our stockholders’ ability to vote all of their shares (including such excess shares) for or against the business combination is not restricted by this limitation on redemption.
There is no guarantee that a stockholder’s decision whether to redeem its shares for a pro rata portion of the trust account will put the stockholder in a better future economic position.
We can give no assurance as to the price at which a stockholder may be able to sell its public shares in the future following the completion of the business combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the business combination, may cause an increase in our share price, and may result in a lower value realized now than a stockholder of the Company might realize in the future had the stockholder not redeemed its shares. Similarly, if a stockholder does not redeem its shares, the stockholder will bear the risk of ownership of the public shares after the consummation of any initial business combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement. A stockholder should consult the stockholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.
Stockholders of the Company who wish to redeem their shares for a pro rata portion of the trust account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline. If stockholders fail to comply with the redemption requirements specified in this proxy statement, they will not be entitled to redeem their shares of our Class A common stock for a pro rata portion of the funds held in our trust account.
Public stockholders who wish to redeem their shares for a pro rata portion of the trust account must, among other things (i) submit a request in writing and (ii) tender their certificates to our Transfer Agent or deliver their shares to the Transfer Agent electronically through the DWAC system at least two business days prior to the special meeting. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and our Transfer Agent will need to act to facilitate this request. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, because we do not have any control over this process or over the brokers, it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, stockholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.
Stockholders electing to redeem their shares will receive their pro rata portion of the trust account less franchise and income taxes payable, calculated as of two business days prior to the anticipated consummation of the business combination. Please see the section entitled “Special Meeting of Stockholders — Redemption Rights” for additional information on how to exercise your redemption rights.
If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
If, despite our compliance with the proxy rules, a stockholder fails to receive our proxy materials, such stockholder may not become aware of the opportunity to redeem its public shares. In addition, the proxy
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materials that we are furnishing to holders of our public shares in connection with our business combination describes the various procedures that must be complied with in order to validly redeem public shares. In the event that a stockholder fails to comply with these procedures, its shares may not be redeemed.
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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Introduction
The Company is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the business combination. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.
The Company is a blank check company whose purpose is to acquire, through a merger, share exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. The Company was incorporated in Delaware on November 19, 2008, as Leucadia Development Corporation and changed its name to Landcadia Holdings, Inc. on September 15, 2015. On June 1, 2016, Landcadia Holdings consummated its IPO. Upon the closing of the IPO, $250.0 million from the net proceeds thereof was placed in a trust account and invested in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days 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. As of June 30, 2018, there was $235.8 million held in the trust account. The Company executed the Debt Commitment Letter on October 2, 2018 to obtain the Debt Facility in the amount of  $25.0 million and issue the Notes in the amount of  $60.0 million.
Waitr is a restaurant platform for online food ordering and delivery services in the Southeastern United States. Waitr was incorporated on December 5, 2013 and is headquartered in Lake Charles, Louisiana. Waitr partners with independent local restaurants and regional and national chains in small and mid-size markets (herein referred to as “Restaurant Partners”). Waitr provides its Restaurant Partners with technology and logistical support to streamline their workflow, increase carryout sales, and expand their business in the delivery market. Waitr also provides its Restaurant Partners with high-quality, professional photographs of their menu offerings as part of its overall services. In exchange for its services, Waitr earns a fee from the restaurant for each order. Use of the Waitr’s restaurant platform benefits end customers by providing a single location to browse local restaurants and menus, track order and delivery status, and securely store previous orders and payment information for ease of use and convenience. End customers are charged a flat fee for delivery orders.
The following unaudited pro forma condensed combined balance sheet as of June 30, 2018 assumes that the business combination and Debt financings have occurred on June 30, 2018. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2018 and year ended December 31, 2017 present pro forma effect to the business combination and Debt Financings if they had been completed on January 1, 2017.
The pro forma combined financial statements do not necessarily reflect what the post-combination company’s financial condition or results of operations would have been had the acquisition occurred on the dates indicated. The pro forma combined financial information also may not be useful in predicting the future financial condition and results of operations of the post-combination company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
The historical financial information of the Company was derived from the unaudited and audited financial statements of Landcadia Holdings as of and for the six months ended June 30, 2018 and for the year ended December 31, 2017, included elsewhere in this proxy statement. The historical financial information of Waitr was derived from the unaudited and audited consolidated financial statements of Waitr as of and for the six months ended June 30, 2018 and for the year ended December 31, 2017, included elsewhere in this proxy statement. This information should be read together with the Company’s and Waitr’s unaudited and audited financial statements and related notes, the sections titled “The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Waitr Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement.
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The business combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, the Company will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the business combination will be treated as the equivalent of Waitr issuing stock for the net assets of the Company, accompanied by a recapitalization. The net assets of the Company will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the business combination will be those of Waitr.
Waitr has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances under both the minimum and maximum redemptions scenarios:

The post-combination company’s board of directors will consist of seven directors. Waitr has control of the Chairmanship and the ability to appoint five of the seven Board members;

Waitr will hold C-suite management roles for the post-combination company;

From a revenue and business operation standpoint, Waitr is the larger entity in terms of relative size;

The Waitr stockholder group will have the greatest voting interest in the combined entity under the maximum redemption scenario;

Waitr’s current Lake Charles, LA headquarters will be the headquarters of the post-combination company;

The post-combination company will assume Waitr’s name;

The Company intends to apply to continue the listing of its common stock and warrants on Nasdaq under the symbols “WTRH” and “WTRHW”, respectively;

The intended strategy of the post-combination entity will continue Waitr’s current strategy of partnering with local independent restaurants and regional and national chains in underserved markets.
Other factors were considered, including the fact that under the minimum redemption scenario, the Landcadia stockholder group will have the greatest voting interest. However, Waitr holding the C-suite management roles for the post-combination company in addition to its ability to appoint five of the seven Board members significantly decreases the ability of the Landcadia stockholders to control on voting interest alone. Additionally, under the minimum redemption scenario, the Landcadia stockholder group will hold only a slight majority with 58.1% of the voting interest. Considering all of these factors noted above, the preponderance of evidence in both minimum and maximum redemption scenarios is indicative that Waitr is the accounting acquirer in the business combination.
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Description of the business combination
The aggregate consideration for the business combination will be $300.0 million, payable in the form of cash and shares of the Company’s common stock valued at $10.00 per share, plus up to $8.0 million payable in the form of Company stock options to be issued to holders of options to purchase Waitr shares that are unvested, outstanding and unexercised as of immediately prior to the business combination. The cash portion of the consideration will be an aggregate amount equal to the sum of  (i) approximately $50,000,000 plus (ii) the Additional Cash Amount, if any, of up to $25,000,000. The remainder of  $300,000,000 less the Cash Consideration will be paid in the form of shares of the Company’s common stock valued at $10.00 per share. In addition, all options to purchase Waitr shares that are unvested, outstanding and unexercised as of immediately prior to the Effective Time, valued at approximately $8,000,000 as of the Merger Agreement’s execution, will be assumed by the Company. The following represents the aggregate consideration:
Assuming
Minimum
Redemptions
Assuming
Maximum
Redemptions
(in thousands)
Six Months
ended
June 30, 2018
Six Months
ended
June 30, 2018
Shares transferred at Closing(1)
22,500 25,000
Value per share(1)
$ 10.00 $ 10.00
Total Share Consideration
$ 225,000 $ 250,000
Plus: Cash Transferred(1)
75,000 50,000
Total Cash and Share Consideration – at Closing
$ 300,000 $ 300,000
Plus: Potential consideration for outstanding incentive stock options(2)
$ 8,000 $ 8,000
Total Potential Consideration
$ 308,000 $ 308,000
(1)
Values and scenarios obtained from the Merger Agreement.
(2)
Upon finalization of the equity incentive plan for the post-combination company, further analysis will be performed to determine the portion of the total indicated amount that may be deemed as consideration compared to post-combination expense in order for the related pro-forma adjustment to be factually supportable in the Pro Forma Condensed Combined Financial Information.
The value of equity consideration issuable at closing of the business combination is assumed to be $10.00. A sensitivity analysis on the consideration transferred has been performed to assess the effect that a hypothetical 10% change in Landcadia common stock trading price would have on the business combination. A 10% change in Landcadia common stock trading price would cause a corresponding increase or decrease to total consideration by approximately $22.5 million and $25 million, for the minimum and maximum redemption scenarios, respectively. The actual value of Landcadia common stock as of October 1, 2018 was $10.95.
The Company is currently finalizing certain employment agreements for the post close entity. Based on the preliminary terms and estimated stock price, these agreements would result in an increase in compensation cost of approximately $1.6 million for the year ended December 31, 2017 and $0.8 million for the six months ended June 30, 2018 on a pro forma basis. These amounts may differ based on the final terms and share prices at the time of equity issuances. However, as these employment agreements are preliminary and not yet executed, the Company has not included a pro forma adjustment because such amounts were not deemed factually supportable.
The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of the Company’s common stock:

Assuming Minimum Redemptions: This presentation assumes that no additional public stockholders of the Company exercise redemption rights with respect to their public shares for a pro rata share of the funds in Landcadia Holdings’ trust account.
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Assuming Maximum Redemptions: This presentation assumes that stockholders holding 16.9 million of the Company’s public shares exercise their redemption rights and that such shares are redeemed for their pro rata share ($10.13 per share) of the funds in the Company’s trust account. Per the Company’s IPO registration statement, a public stockholder, together with any affiliate of his or hers, or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking conversion rights with respect to 15% or more of the Class A shares of common stock sold in the IPO. Under the terms of the Merger Agreement, the consummation of the business combination is conditioned upon the Company delivering to Waitr evidence that, immediately after the Closing (and following any redemptions of public shares and payment of expenses related to the business combination), the post-combination company will have no less than an aggregate of  $75 million in cash or investments in government securities or money market funds that invest only in direct United States treasury obligations immediately after the Closing. Furthermore, the Company will only proceed with the business combination if it will have net tangible assets of at least $5,000,001 upon consummation of the business combination. This scenario gives effect to the Company’s public share redemptions of approximately 16.9 million shares for aggregate redemption payments of  $171.6 million. Aggregate redemption payments of  $171.6 million were calculated as $235.8 million of cash in the trust account per the unaudited pro forma condensed combined balance sheet, plus cash on the Waitr and Landcadia balance sheets and from the Debt Facility and Notes, less the Minimum Cash Consideration Amount, cash settlement of an outstanding loan of the Company, $75.0 million required available cash from the trust account, and $25.0 million for transaction related costs. The public redemption shares of approximately 16.9 million shares is calculated as $171.6 million redemption payments divided by the estimated per share redemption value of  $10.13 ($235,813,316 in trust account per the unaudited pro forma condensed combined balance sheet divided by 23,278,841 Landcadia Holdings public shares as of June 30, 2018).
The following summarizes the pro forma common stock shares outstanding under the two scenarios:
The following summarizes the pro forma common stock shares outstanding under the two scenarios:
Assuming
Minimum
Redemptions
(Shares)
%
Assuming
Maximum
Redemptions
(Shares)
%
LCA Merger Consideration shares(1)
22,500,000 25,000,000
Total Waitr shares
22,500,000 42% 25,000,000 64%
Shares issued to Founders in connection with the Debt Financings
1,675,000 1,675,000
Common shares held by current LCA stockholders
23,278,841 23,278,841
Less: public shares redeemed(2)
(16,939,120)
Total LCA shares
24,953,841 46% 8,014,721 20%
Founder shares
6,250,000 12% 6,250,000 16%
Pro Forma Common Stock at June 30, 2018
53,703,841 100% 39,264,721 100%
(1)
Refer to the Consideration Shares table herein.
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(2)
Public shares estimated to be redeemed calculated as $171.6 million ($235.8 million of cash in the trust account per the pro forma condensed combined balance sheet, plus cash on the Waitr and Landcadia balance sheets and from the Debt Facility and Notes, less the Minimum Cash Consideration Amount, cash settlement of an outstanding loan of the Company, $75.0 million required available cash from the trust account, and $25.0 million for transaction related costs) divided by $10.13 redemption value per share per the Landcadia Holdings June 30, 2018 public filing. Any proceeds from the Debt Financings not used to finance the business combination will be used for general corporate purposes.
The following unaudited pro forma condensed combined balance sheet as of June 30, 2018 and the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2018 and the year ended December 31, 2017 are based on the historical financial statements of the Company and Waitr. The unaudited pro forma adjustments are based on information currently available, assumptions, and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.
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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
(in thousands)
As of
June 30, 2018
Pro Forma
Adjustments
(Assuming
Minimum
Redemptions)
Debt
Financings
Adjustments
As of
June 30, 2018
Additional Pro
Forma
Adjustments
(Assuming
Maximum
Redemptions)
As of
June 30, 2018
Waitr
(Historical)
Landcadia
(Historical)
Pro Forma
Combined
Assuming
Minimum
Redemptions
Pro Forma
Combined
(Assuming
Maximum
Redemptions)
ASSETS
Current assets:
Cash and cash equivalents
$ 1,802 $ 228 $ 235,813(A) $ 82,050(K) $ 221,593 $ (171,593)(I) $ 75,000
(75,000)(B) 25,000(J)
(8,750)(D)
(14,550)(E)
Restricted Cash
1,250(K) 1,250 1,250
Accounts receivable, net
2,777 2,777 2,777
Capitalized contract costs, current
1,364 1,364 1,364
Services receivable
813 813 813
Other current assets
2,845 14 2,859 2,859
Total current assets
9,601 242 137,513 83,300 230,656 (146,593) 84,063
Cash and cash equivalents held in trust
235,813 (235,813)(A)
Property and equipment, net
2,602 2,602 2,602
Capitalized contract costs, current
643 643 643
Goodwill
1,408 1,408 1,408
Intangible assets, net
327 327 327
Other noncurrent assets
36 36 36
Total assets
14,617 236,055 (98,300) 83,300 235,672 (146,593) 89,079
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable
1,076 53 1,129 1,129
Gratuities payable
612 612 612
Deferred revenue, current
2,536 2,536 2,536
Income tax payable
9 271 280 280
Accrued payroll
1,077 1,077 1,077
Accrued interest
475 (475)(G)
Accrued professional fees
3,054 3,054 3,054
Short-term loan
1,957 1,957 1,957
Other current liabilities
1,275 1,275 1,275
Total current liabilities
12,071 324 (475) 11,920 11,920
Long-term liabilities
Term loan
24,066(K) 24,066 24,066
Convertible notes, net
8,504 (8,504)(G) 57,760(K) 57,760 57,760
Bifurcated embedded derivative on convertible notes
10