0001615774-18-000221.txt : 20180109 0001615774-18-000221.hdr.sgml : 20180109 20180109164137 ACCESSION NUMBER: 0001615774-18-000221 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 38 CONFORMED PERIOD OF REPORT: 20170930 FILED AS OF DATE: 20180109 DATE AS OF CHANGE: 20180109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Leisure Acquisition Corp. CENTRAL INDEX KEY: 0001716947 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 822755287 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-38306 FILM NUMBER: 18519494 BUSINESS ADDRESS: STREET 1: 250 WEST 57TH ST. STREET 2: SUITE 2223 CITY: NEW YORK STATE: NY ZIP: 10107 BUSINESS PHONE: (646) 565-6940 MAIL ADDRESS: STREET 1: 250 WEST 57TH ST. STREET 2: SUITE 2223 CITY: NEW YORK STATE: NY ZIP: 10107 10-Q 1 s108631_10q.htm 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-38306

LEISURE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware

82-2755287

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

250 West 57^th Street, Suite 2223

New York, New York

10107

(Address of Principal Executive Offices)

(Zip Code)

(646) 565-6940

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐ Large accelerated filer	☐ Accelerated filer
☒ Non-accelerated filer	☐ Smaller reporting company
	☒ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of January 9, 2018, there were 25,750,000 shares of the Company’s common stock, par value $0.0001, issued and outstanding.

LEISURE ACQUISITION CORP.

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

		Page

PART 1 – FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Balance Sheet as of September 30, 2017 (unaudited)	1

	Condensed Statement of Operations for the Period from September 11, 2017 (inception) through September 30, 2017 (unaudited)	2

	Condensed Statement of Cash Flows for the Period from September 11, 2017 (inception) through September 30, 2017 (unaudited)	3

	Notes to Condensed Financial Statements (unaudited)	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	13

Item 4.	Control and Procedures	13

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	14

Item 1A.	Risk Factors	14

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14

Item 3.	Defaults Upon Senior Securities	15

Item 4.	Mine Safety Disclosures	15

Item 5.	Other Information	15

Item 6.	Exhibits	15

SIGNATURES		16

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.

LEISURE ACQUISITION CORP.

CONDENSED BALANCE SHEET

SEPTEMBER 30, 2017

(Unaudited)

ASSETS
Current asset – cash	$	340,000
Deferred offering costs		60,000
Total Assets	$	400,000

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accrued offering costs	$	5,000
Promissory notes - related parties		375,000
Total Current Liabilities		380,000

Commitments

Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding		—
Common stock, $0.0001 par value; 100,000,000 shares authorized; 7,187,500 shares issued and outstanding ⁽¹⁾		719
Additional paid-in capital		24,281
Accumulated deficit		(5,000	)
Total Stockholders’ Equity		20,000
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	400,000

(1)	Includes an aggregate of 937,500 shares held by the initial stockholders that were subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full (Notes 5 and 6).

The accompanying notes are an integral part of the unaudited condensed financial statements.

LEISURE ACQUISITION CORP.

CONDENSED STATEMENT OF OPERATIONS

FOR THE PERIOD FROM SEPTEMBER 11, 2017 (INCEPTION) THROUGH SEPTEMBER 30, 2017

(Unaudited)

Formation costs	$	5,000
Net Loss	$	(5,000	)

Weighted average shares outstanding, basic and diluted ⁽¹⁾		6,250,000

Basic and diluted net loss per common share	$	(0.00	)

(1)	Excludes an aggregate of 937,500 shares held by the initial stockholders that were subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full (Notes 5 and 6).

The accompanying notes are an integral part of the unaudited condensed financial statements.

LEISURE ACQUISITION CORP.

CONDENSED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM SEPTEMBER 11, 2017 (INCEPTION) THROUGH SEPTEMBER 30, 2017

(Unaudited)

Cash Flows from Operating Activities:
Net loss	$	(5,000	)
Net cash used in operating activities		(5,000	)

Cash Flows from Financing Activities:
Proceeds from issuance of common stock to initial stockholders		25,000
Proceeds from promissory notes - related parties		375,000
Payment of offering costs		(55,000	)
Net cash provided by financing activities		345,000

Net Change in Cash		340,000
Cash – Beginning		—
Cash – Ending	$	340,000

Non-Cash investing and financing activities:
Deferred offering costs included in accrued offering costs	$	5,000

The accompanying notes are an integral part of the unaudited condensed financial statements.

LEISURE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017

(Unaudited)

1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Leisure Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September 11, 2017. The Company was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization, exchangeable share transaction or other similar business transaction, one or more operating businesses or assets that the Company has not yet identified (a “Business Combination”).

At September 30, 2017, the Company had not yet commenced operations. All activity through September 30, 2017 relates to the Company’s formation and its initial public offering (“Initial Public Offering”), which is described below.

The registration statement for the Company’s Initial Public Offering was declared effective on December 1, 2017. On December 5, 2017, the Company consummated the Initial Public Offering of 20,000,000 units (“Units” and, with respect to the common stock included in the Units, the “Public Shares”), generating gross proceeds of $200,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,825,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per warrant in a private placement to Hydra LAC, LLC, an affiliate of Hydra Management, LLC (the “Hydra Sponsor”), MLCP GLL Funding LLC, an affiliate of Matthews Lane Capital Partners, LLC (the “Matthews Lane Sponsor,” and, together with the Hydra Sponsor, the “Sponsors”), HG Vora Special Opportunities Master Fund, Ltd. (“HG Vora”) and certain members of the Company’s management team, generating gross proceeds of $6,825,000, which is described in Note 4.

Following the closing of the Initial Public Offering on December 5, 2017, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below.

Transaction costs amounted to $11,548,735, consisting of $4,000,000 of underwriting fees, $7,000,000 of deferred underwriting fees (see Note 6) and $548,735 of Initial Public Offering costs. In addition, at December 5, 2017, $2,464,836 of cash was held outside of the Trust Account and is available for working capital purposes.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing of an agreement to enter into a Business Combination. In addition, the Company’s Business Combination must be approved by HG Vora as a condition to the Contingent Forward Purchase Contract (as described in Note 6). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes). The per share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (see Note 7).

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Second Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsors and the Company’s other initial stockholders (collectively, the “Initial Stockholders”) have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares held by them in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

LEISURE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017

(Unaudited)

Notwithstanding the foregoing, the Company’s Second Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to an aggregate of 20% or more of the common stock sold in the Initial Public Offering.

The Company will have until December 5, 2019 to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to pay franchise and income taxes (less up to $75,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be less than the $10.00 per Unit in the Initial Public Offering.

The Initial Stockholders have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination, (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete a Business Combination within the Combination Period and (iii) not to propose an amendment to the Company’s Second Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares in conjunction with any such amendment. However, the Initial Stockholders will be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business Combination or liquidates within the Combination Period.

In order to protect the amounts held in the Trust Account, the Sponsors have agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share or (ii) such lesser amount per share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsors will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

LEISURE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017

(Unaudited)

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on December 1, 2017, as well as the Company’s Current Report Form 8-K, as filed with the SEC on December 11, 2017. The interim results for the period from September 11, 2017 (inception) through September 30, 2017 are not necessarily indicative of the results to be expected for the period from September 11, 2017 (inception) through December 31, 2017 or for any future periods.

Emerging growth company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it 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 attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its 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.

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 election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s 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.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from the Company’s estimates.

Cash and cash equivalents

The Company considers all short-term investments with an original maturity of three months or less, when purchased, to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2017.

Deferred offering costs

Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $11,548,735 were charged to stockholders’ equity upon the completion of the Initial Public Offering.

Income taxes

The Company complies with the accounting and reporting requirements of Accounting Standards Codification (“ASC”) Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

LEISURE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017

(Unaudited)

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2017. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

There was no provision for income taxes for the period from September 11, 2017 (inception) through September 30, 2017.

Net loss per common share

The Company complies with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period, excluding shares of common stock subject to forfeiture by the Initial Stockholders. Weighted average shares were reduced for the effect of an aggregate of 937,500 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 7). At September 30, 2017, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the periods.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal depository insurance coverage of $250,000. At September 30, 2017, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair value of financial instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Recently issued accounting standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

3. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock, and one-half of one warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 (see Note 7).

4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, affiliates of the Hydra Sponsor and Matthews Lane Sponsor, HG Vora and certain members of management purchased an aggregate of 6,825,000 Private Placement Warrants at $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,825,000. Each Private Placement Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants.

LEISURE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017

(Unaudited)

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

5. RELATED PARTY TRANSACTIONS

Founder Shares

On September 11, 2017, the Company issued an aggregate of 7,187,500 shares of common stock to the Initial Stockholders (“Founder Shares”) for an aggregate purchase price of $25,000. On December 5, 2017, certain of the Initial Stockholders surrendered and returned to the Company, for nil consideration, an aggregate of 1,437,500 Founder Shares, which were cancelled, leaving an aggregate of 5,750,000 Founder Shares outstanding. The 5,750,000 Founder Shares include an aggregate of up to 750,000 shares subject to forfeiture by the Initial Stockholders to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Initial Stockholders will own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Initial Stockholders do not purchase any Public Shares in the Initial Public Offering).

The Initial Stockholders have agreed, subject to certain exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (i) one year after the date of the completion of a Business Combination, or (ii) the date on which the last sales price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing 150 days after a Business Combination, or earlier, in each case, if subsequent to a Business Combination, the Company completes a subsequent liquidation, merger, stock exchange, or other similar transaction which results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property.

Administrative Services Agreement

The Company entered into an agreement whereby, commencing on December 1, 2017 through the earlier of the completion of a Business Combination or the Company’s liquidation, the Company will pay the Hydra Sponsor, or its affiliates or assignees, a monthly fee of up to $10,000 for office space, utilities and secretarial and administrative support.

Promissory Notes — Related Parties

In September 2017, the Company entered into promissory notes with the Hydra Sponsor, an affiliate of the Matthews Lane Sponsor and HG Vora, whereby the Hydra Sponsor, an affiliate of the Matthews Lane Sponsor and HG Vora loaned the Company an aggregate of $375,000 (the “Promissory Notes”) in order to finance expenses related to the Initial Public Offering. The Promissory Notes were non-interest bearing and due on the earlier of (i) June 30, 2018 or (ii) the date on which the Company completed the Initial Public Offering. The Promissory Notes were repaid upon the consummation of the Initial Public Offering on December 5, 2017.

Related Party Loans

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Hydra Sponsor, an affiliate of the Matthews Lane Sponsor and HG Vora (the “Funding Parties”) have agreed to loan up to an aggregate of $1,000,000, in accordance with unsecured promissory notes to be issued to the Funding Parties, pursuant to an expense advance agreement dated December 1, 2017, to be provided to the Company and from which the Company may draw down from time to time in the event that funds held outside of the Trust Account are insufficient to fund the Company’s expenses and other working capital requirements after the Initial Public Offering and prior to a Business Combination and the Funding Parties may, but are not obligated to, loan the Company additional funds from time to time or at any time, as may be required (“Working Capital Loans”). The Working Capital Loans would either be paid upon completion of a Business Combination, without interest, or, at the holder’s discretion, up to $1,000,000 of the Working Capital Loans may be converted into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the working Capital Loans.

LEISURE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017

(Unaudited)

6. COMMITMENTS

Registration Rights

Pursuant to a registration rights agreement entered into on December 1, 2017, the holders of the Founder Shares, Private Placement Warrants (and their underlying securities), Private Placement Units (and their underlying securities) (as defined below) and any warrants that may be issued upon conversion of the Working Capital Loans (and their underlying securities) are entitled to registration rights. The holders of these securities are entitled to make up to two demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriters Agreement

The Company granted the underwriters a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions.

The underwriters were paid a cash underwriting discount of two percent (2.0%) of the gross proceeds of the Initial Public Offering, or $4,000,000. In addition, the underwriters are entitled to a deferred fee of three and one-half percent (3.5%) of the gross proceeds of the Initial Public Offering, or $7,000,000 (or up to $8,050,000 if the underwriters’ over-allotment option is exercised in full). Up to $0.05 per Unit (or up to $1,000,000) of the deferred fee (or up to $1,150,000, depending upon the extent to which the underwriters’ over-allotment option is exercised) may be paid to third parties (who are members of FINRA) that assist the Company in consummating its initial Business Combination. The election to make such payments to third parties will be solely at the discretion of the Company’s management team, and such third parties will be selected by the management team in their sole and absolute discretion. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

Contingent Forward Purchase Contract

On December 1, 2017, the Company entered into a contingent forward purchase contract (the “Contingent Forward Purchase Contract”) with HG Vora to purchase, in a private placement for gross proceeds of $62,500,000 to occur concurrently with the consummation of the Business Combination, 6,250,000 Units on the same terms as the sale of the Units in the Initial Public Offering at $10.00 per Unit (“Private Placement Units”). The funds from the sale of the Private Placement Units will be used as part of the consideration to the sellers in the Business Combination; any excess funds from the Private Placement Units will be used for working capital in the post-transaction company. This commitment is independent of the percentage of stockholders electing to redeem their public shares. As a closing condition to the Contingent Forward Purchase Contract, the Company has agreed not to consummate a Business Combination without HG Vora’s consent; which approval can be withheld for any reason.

7. STOCKHOLDERS’ EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. As of September 30, 2017, there were no shares of preferred stock issued or outstanding.

Common Stock — The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share. At September 30, 2017, there were 7,187,500 shares of common stock issued and outstanding, of which 937,500 shares were subject to forfeiture. On December 5, 2017, the certain of the Initial Stockholders surrendered and returned to the Company, for nil consideration, an aggregate of 1,437,500 Founder Shares, which were cancelled, leaving an aggregate of 5,750,000 Founder Shares outstanding. The 5,750,000 Founder Shares include an aggregate of up to 750,000 shares subject to forfeiture by the Initial Stockholders to the extent that the underwriters’ over-allotment is not exercised in full or in part so that the Initial Stockholders will own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Initial Stockholders do not purchase any Public Shares in the Initial Public Offering).

LEISURE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017

(Unaudited)

Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. If any such registration statement has not been declared effective by the 60^thbusiness day following the closing of the Business Combination, holders of the Public Warrants shall have the right, during the period beginning on the 61st business day after the closing of the Business Combination and ending upon such registration statement being declared effective by the SEC, and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares of common stock issuable upon exercise of the Public Warrants, to exercise such Public Warrants on a “cashless basis.” Notwithstanding the above, if the Company’s common stock is at the time of any exercise of a Public 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, the Company may, at its 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 the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company may redeem the Public Warrants:

	●	in whole and not in part;
	●	at a price of $0.01 per warrant;
	●	at any time during the exercise period;
	●	upon a minimum of 30 days’ prior written notice of redemption;
	●	if, and only 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 prior to the date on which the Company sends the notice of redemption to the warrant holders; and
	●	if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

8. SUBSEQUENT EVENTS

The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements were issued. Other than as described in these financial statements in relation to the Company’s Initial Public Offering and related transactions, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Leisure Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, references to the “sponsors” refer, collectively, to Hydra Management, LLC (the “Hydra Sponsor”) and Matthews Lane Capital Partners LLC (the “Matthews Lane Sponsor”), and references to the “strategic investor” or “HG Vora” refer to HG Vora Special Opportunities Master Fund, Ltd. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated on September 11, 2017 in Delaware and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more target businesses. We intend to effectuate our Business Combination using cash from the proceeds of our Initial Public Offering and the sale of the Private Placement Warrants that occurred simultaneously with the completion of our Initial Public Offering, our capital stock, debt or a combination of cash, stock and debt.

The issuance of additional shares of our stock in a Business Combination:

●

may significantly dilute the equity interest of investors;

●

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

●

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

●

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

●

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

Similarly, if we issue debt securities, it could result in:

●

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

●

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

●

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

●

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

●

our inability to pay dividends on our common stock;

●

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

●

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

●

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

●

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

●

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

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception to September 30, 2017 were organizational activities and those necessary to prepare for the Initial Public Offering, described below. Following the Initial Public Offering, we do not expect to generate any operating revenues until after the completion of our Business Combination. We expect to generate non-operating income in the form of interest income on cash and marketable securities held after the Initial Public Offering. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a Business Combination.

For the period from September 11, 2017 (inception) through September 30, 2017, we had a net loss of $5,000 and incurred costs of $60,000 with regard to the Company’s Initial Public Offering, which were classified as deferred offering costs on the Company’s condensed balance sheet as of September 30, 2017.

The Company’s entire activity from September 11, 2017 (inception) through September 30, 2017 was in preparation for the Initial Public Offering, which was consummated on December 5, 2017.

Liquidity and Capital Resources

As of September 30, 2017, we had cash of $340,000. Until the consummation of the Initial Public Offering, the Company’s only source of liquidity was an initial purchase of common stock by the sponsors, affiliates of the sponsors and certain members of management and proceeds from promissory notes from related parties.

Subsequent to the quarterly period covered by this Quarterly Report, on December 5, 2017, we consummated the Initial Public Offering of 20,000,000 Units at a price of $10.00 per Unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 6,825,000 Private Placement Warrants to affiliates of our sponsors, our strategic investor and certain members of our management team a price of $1.00 per warrant, generating gross proceeds of $6,825,000.

Following the Initial Public Offering and the sale of the Private Placement Warrants, a total of $200,000,000 was placed in the Trust Account and we had $2,464,836 of cash held outside of the Trust Account, after payment of all costs related to the Initial Public Offering, and available for working capital purposes. We incurred $11,548,735 in Initial Public Offering related costs, including $4,000,000 of underwriting fees, $7,000,000 of deferred underwriting fees and $548,735 of other costs.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions) to complete our initial Business Combination. We may withdraw interest to pay franchise and income taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

HG Vora has entered into a contingent forward purchase contract to purchase, in a private placement for gross proceeds of $62,500,000 to occur concurrently with the consummation of our initial Business Combination, 6,250,000 Units on the same terms as the sale of Units in the Initial Public Offering at $10.00 per unit. The funds from the sale of the Private Placement Units may be used as part of the consideration to the sellers in the initial Business Combination; any excess funds from the Private Placement Units may be used for working capital in the post-transaction company. This commitment is independent of the percentage of stockholders electing to redeem their shares and provides us with an increased minimum funding level for the initial business combination. HG Vora’s obligation to purchase our Units under the contingent forward purchase contract is contingent upon, among other things, HG Vora approving the Business Combination, which approval can be withheld for any reason.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Hydra Sponsor, an affiliate of the Matthews Lane Sponsor and HG Vora (the “Funding Parties’) have committed an aggregate of $1,000,000, in accordance with the unsecured promissory notes we will issue to the Funding Parties, pursuant to the expense advance agreement between us and the Funding Parties, to be provided to us and from which we may draw down from time to time in the event that funds held outside of the trust are insufficient to fund our expenses after the Initial Public Offering and prior to our initial Business Combination (including investigating and selecting a target business and other working capital requirements) and the Funding Parties may, but are not obligated to, loan us additional funds as may be required. If we complete our initial Business Combination, we would repay such loaned amounts. In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,000,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amounts necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Off-balance sheet financing arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2017. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay our Hydra Sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative support provided to the Company. We began incurring these fees on December 1, 2017 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and the Company’s liquidation.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. The Company has not identified any critical accounting policies.

Recent accounting pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

All activity through September 30, 2017 relates to our formation and the preparation for our Initial Public Offering. We did not have any financial instruments that were exposed to market risks at September 30, 2017.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2017. Based upon their evaluation, our and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.

Changes in Internal Control Over Financial Reporting

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our final prospectus for our Initial Public Offering dated December 1, 2017 filed with the SEC. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our final prospectus for our Initial Public Offering dated December 1, 2017 filed with the SEC, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Unregistered Sales of Equity Securities

On September 11, 2017, we issued 7,187,500 shares of common stock to the Initial Stockholders in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act as the shares were sold to an accredited investor. The shares issued were sold for an aggregate offering price of $25,000 at an average purchase price of approximately $0.003 per share.

Use of Proceeds

Subsequent to the quarterly period covered by this report, on December 5, 2017, we consummated our Initial Public Offering of 20,000,000 units, with each unit consisting of one share of our common stock, and one-half (1/2) of one warrant, each whole warrant entitling the holder to purchase one share of common stock at a price of $11.50. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares of common stock to be issued to the warrant holder. Each warrant will become exercisable on the later of 30 days after the completion of our Business Combination or 12 months from the closing of the Initial Public Offering. However, if we do not complete a Business Combination within the period allotted to complete the Business Combination, the warrants will expire at the end of such period. If we are unable to deliver registered shares of common stock to the holder upon exercise of warrants issued in connection with the 20,000,000 units during the exercise period, there will be no net cash settlement of these warrants and the warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. The warrants will expire five years after the completion of our initial Business Combination or earlier upon redemption or liquidation. Once the warrants issued in connection with the Initial Public Offering become exercisable, we may redeem those outstanding warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, but if, and only if, the last sale price of our common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.

The units in the Initial Public Offering were sold at an offering price of $10.00 per unit, generating total gross proceeds of $200,000,000. Morgan Stanley & Co., LLC acted as the book running manager and EarlyBirdCapital, Inc. acted as lead manager of the offering. The securities sold in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-221330). The SEC declared the registration statement effective on December 1, 2017.

Simultaneously with the consummation of the Initial Public Offering on December 5, 2017, we consummated a private placement of 6,825,000 Private Placement Warrants at a price of $1.00 per warrant, to affiliates of our sponsors, HG Vora and certain members of our management team (the “Purchasers”), generating total proceeds of $6,825,000. The Private Placement Warrants are the same as the warrants sold in the Initial Public Offering, except that the Private Placement Warrants (i) will be non-redeemable so long as they are held by the Purchasers or their permitted transferees and (ii) may be exercisable on a cashless basis. In addition, the Private Placement Warrants and their underlying securities will not be transferable, assignable or salable until 30 days after the consummation of the Business Combination. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The Purchasers are accredited investor for purposes of Rule 501 of Regulation D.

We paid a total of $4,000,000 in underwriting discounts and commissions and approximately $548,735 for other costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed to defer $7,000,000 in underwriting discounts and commissions, and up to this amount will be payable upon consummation of the Business Combination. After deducting the underwriting discounts and commissions (excluding the deferred portion of $7,000,000 in underwriting discounts and commissions, which will be released from the Trust Account upon consummation of the Business Combination, if consummated) and the estimated offering expenses, the total net proceeds from our Initial Public Offering and the private placement was $202,276,265, of which $200,000,000 (or $10.00 per unit sold in the Initial Public Offering) was placed in the Trust Account.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
3.1		Second Amended and Restated Certificate of Incorporation (1)
4.1		Warrant Agreement, dated December 1, 2017, between the Company and Continental Stock Transfer & Trust Company (1)
10.1		Investment Management Trust Agreement, dated December 1, 2017, between the Company and Continental Stock Transfer & Trust Company (1)
10.2		Registration Rights Agreement, dated December 1, 2017, among the Company and certain security holders (1)
10.3		Warrant Purchase Agreement, dated December 1, 2017, between the Company and certain security holders (1)
10.4		Administrative Services Agreement, dated December 1, 2017, between the Company and Hydra Management, LLC (1)
10.5		Expense Advancement Agreement, dated December 1, 2017, between the Company, HG Vora Special Opportunities Master Fund, Ltd., Hydra Management, LLC and Matthews Lane Capital Partners LLC (1)
10.6		Letter Agreement, dated December 1, 2017, among the Company, its officers, directors and security holders (1)
10.7		Contingent Forward Purchase Contract, dated December 1, 2017, between the Company and HG Vora Special Opportunities Master Fund, Ltd (1)
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

** Furnished.

(1) Previously filed as an exhibit to our Current Report on Form 8-K filed on December 5, 2017 and incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LEISURE ACQUISTION CORP.

Date: January 9, 2018		/s/ Daniel B. Silvers
	Name:	Daniel B. Silvers
	Title:	Chief Executive Officer (Principal Executive Officer)

Date: January 9, 2018		/s/ George Peng
	Name:	George Peng
	Title:	Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer)

EX-31.1 2 s108631_ex31-1.htm EXHIBIT 31.1

Exhibit 31.1

CERTIFICATIONS

I, Daniel B. Silvers, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Leisure Acquisition Corp.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 9, 2018

By:

/s/ Daniel B. Silvers

Daniel B. Silvers

Chief Executive Officer

(Principal Executive Officer)

EX-31.2 3 s108631_ex31-2.htm EXHIBIT 31.2

Exhibit 31.2

CERTIFICATIONS

I, George Peng, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Leisure Acquisition Corp.;

(Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 9, 2018

By:

/s/ George Peng

George Peng

Chief Financial Officer

(Principal Financial and Accounting Officer)

EX-32.1 4 s108631_ex32-1.htm EXHIBIT 32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADDED BY

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Leisure Acquisition Corp. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2017, as filed with the Securities and Exchange Commission (the “Report”), I, Daniel B. Silvers, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date: January 9, 2018

By:

/s/ Daniel B. Silvers

Daniel B. Silvers

Chief Executive Officer

(Principal Executive Officer)

EX-32.2 5 s108631_ex32-2.htm EXHIBIT 32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADDED BY

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Leisure Acquisition Corp. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2017, as filed with the Securities and Exchange Commission (the “Report”), I, George Peng, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

Date: January 9, 2018

By:

/s/ George Peng

George Peng

Chief Financial Officer

(Principal Financial and Accounting Officer)

EX-101.INS 6 lacqu-20170930.xml XBRL INSTANCE FILE 0001716947 2017-09-12 2017-09-30 0001716947 2017-09-30 0001716947 us-gaap:IPOMember us-gaap:SubsequentEventMember 2017-12-04 2017-12-05 0001716947 us-gaap:IPOMember us-gaap:SubsequentEventMember 2017-12-05 0001716947 us-gaap:PrivatePlacementMember us-gaap:WarrantMember lacqu:SponsorsMember us-gaap:SubsequentEventMember 2017-12-04 2017-12-05 0001716947 us-gaap:PrivatePlacementMember us-gaap:WarrantMember lacqu:SponsorsMember us-gaap:SubsequentEventMember 2017-12-05 0001716947 2017-12-04 2017-12-05 0001716947 2017-12-05 0001716947 us-gaap:IPOMember 2017-09-30 0001716947 us-gaap:WarrantMember 2017-12-04 2017-12-05 0001716947 us-gaap:CommonStockMember 2017-12-04 2017-12-05 0001716947 us-gaap:PrivatePlacementMember us-gaap:SubsequentEventMember us-gaap:WarrantMember 2017-12-04 2017-12-05 0001716947 us-gaap:PrivatePlacementMember us-gaap:SubsequentEventMember us-gaap:WarrantMember 2017-12-05 0001716947 lacqu:InitialStockholdersMember lacqu:SponsorsMember 2017-09-10 2017-09-11 0001716947 lacqu:AdministrativeServicesAgreementMember 2017-11-30 2017-12-01 0001716947 lacqu:PromissoryNotesMember lacqu:SponsorsMember 2017-09-30 0001716947 lacqu:UnsecuredPromissoryNotesMember lacqu:SponsorsMember 2017-11-30 2017-12-01 0001716947 lacqu:PromissoryNotesMember lacqu:SponsorsMember 2017-09-01 2017-09-30 0001716947 lacqu:UnsecuredPromissoryNotesMember lacqu:SponsorsMember us-gaap:WarrantMember 2017-11-30 2017-12-01 0001716947 lacqu:UnsecuredPromissoryNotesMember lacqu:SponsorsMember us-gaap:WarrantMember 2017-12-01 0001716947 lacqu:InitialStockholdersMember lacqu:SponsorsMember us-gaap:SubsequentEventMember 2017-12-04 2017-12-05 0001716947 lacqu:FounderSharesMember 2017-09-30 0001716947 us-gaap:OverAllotmentOptionMember lacqu:UnderwritersMember 2017-09-30 0001716947 lacqu:FounderSharesMember 2017-09-12 2017-09-30 0001716947 us-gaap:OverAllotmentOptionMember lacqu:UnderwritersMember 2017-09-12 2017-09-30 0001716947 us-gaap:WarrantMember 2017-09-12 2017-09-30 0001716947 us-gaap:WarrantMember 2017-09-30 0001716947 us-gaap:OverAllotmentOptionMember lacqu:UnderwritersAgreementMember 2017-09-12 2017-09-30 0001716947 us-gaap:OverAllotmentOptionMember lacqu:UnderwritersAgreementMember lacqu:UnderwritersMember 2017-09-12 2017-09-30 0001716947 us-gaap:OverAllotmentOptionMember lacqu:UnderwritersAgreementMember us-gaap:MaximumMember 2017-09-12 2017-09-30 0001716947 2017-09-11 0001716947 us-gaap:SubsequentEventMember 2017-12-04 2017-12-05 0001716947 us-gaap:SubsequentEventMember us-gaap:PrivatePlacementMember lacqu:HGVoraMember 2017-11-30 2017-12-01 0001716947 us-gaap:IPOMember 2017-09-12 2017-09-30 0001716947 us-gaap:SubsequentEventMember us-gaap:PrivatePlacementMember lacqu:HGVoraMember 2017-12-01 0001716947 2018-01-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure Leisure Acquisition Corp. 0001716947 10-Q 2017-09-30 false --12-31 No No No Non-accelerated Filer Q3 2017

60000

11548735

400000

5000

375000

380000

24281

-5000

20000

400000

0.0001

1000000

0.0001

100000000

7187500

5750000

5000

-5000

6250000

-0.00

-5000

25000

375000

55000

345000

340000

5000

1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS   Leisure Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September 11, 2017. The Company was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization, exchangeable share transaction or other similar business transaction, one or more operating businesses or assets that the Company has not yet identified (a “Business Combination”).   At September 30, 2017, the Company had not yet commenced operations. All activity through September 30, 2017 relates to the Company’s formation and its initial public offering (“Initial Public Offering”), which is described below.   The registration statement for the Company’s Initial Public Offering was declared effective on December 1, 2017. On December 5, 2017, the Company consummated the Initial Public Offering of 20,000,000 units (“Units” and, with respect to the common stock included in the Units, the “Public Shares”), generating gross proceeds of $200,000,000, which is described in Note 3.   Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,825,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per warrant in a private placement to Hydra LAC, LLC, an affiliate of Hydra Management, LLC (the “Hydra Sponsor”), MLCP GLL Funding LLC, an affiliate of Matthews Lane Capital Partners, LLC (the “Matthews Lane Sponsor,” and, together with the Hydra Sponsor, the “Sponsors”), HG Vora Special Opportunities Master Fund, Ltd. (“HG Vora”) and certain members of the Company’s management team, generating gross proceeds of $6,825,000, which is described in Note 4.   Following the closing of the Initial Public Offering on December 5, 2017, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below.   Transaction costs amounted to $11,548,735, consisting of $4,000,000 of underwriting fees, $7,000,000 of deferred underwriting fees (see Note 6) and $548,735 of Initial Public Offering costs. In addition, at December 5, 2017, $2,464,836 of cash was held outside of the Trust Account and is available for working capital purposes.   The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing of an agreement to enter into a Business Combination. In addition, the Company’s Business Combination must be approved by HG Vora as a condition to the Contingent Forward Purchase Contract (as described in Note 6). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.   The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes). The per share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (see Note 7).   The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Second Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsors and the Company’s other initial stockholders (collectively, the “Initial Stockholders”) have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares held by them in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.   Notwithstanding the foregoing, the Company’s Second Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to an aggregate of 20% or more of the common stock sold in the Initial Public Offering.   The Company will have until December 5, 2019 to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to pay franchise and income taxes (less up to $75,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be less than the $10.00 per Unit in the Initial Public Offering.   The Initial Stockholders have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination, (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete a Business Combination within the Combination Period and (iii) not to propose an amendment to the Company’s Second Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares in conjunction with any such amendment. However, the Initial Stockholders will be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business Combination or liquidates within the Combination Period.   In order to protect the amounts held in the Trust Account, the Sponsors have agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share or (ii) such lesser amount per share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsors will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Basis of presentation   The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.   The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on December 1, 2017, as well as the Company’s Current Report Form 8-K, as filed with the SEC on December 11, 2017. The interim results for the period from September 11, 2017 (inception) through September 30, 2017 are not necessarily indicative of the results to be expected for the period from September 11, 2017 (inception) through December 31, 2017 or for any future periods.   Emerging growth company   The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it 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 attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its 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.   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 election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s 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.   Use of estimates   The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.   Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from the Company’s estimates.   Cash and cash equivalents   The Company considers all short-term investments with an original maturity of three months or less, when purchased, to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2017.   Deferred offering costs   Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $11,548,735 were charged to stockholders’ equity upon the completion of the Initial Public Offering.   Income taxes   The Company complies with the accounting and reporting requirements of Accounting Standards Codification (“ASC”) Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.    ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2017. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.   The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.   There was no provision for income taxes for the period from September 11, 2017 (inception) through September 30, 2017.   Net loss per common share   The Company complies with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period, excluding shares of common stock subject to forfeiture by the Initial Stockholders. Weighted average shares were reduced for the effect of an aggregate of 937,500 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 7). At September 30, 2017, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the periods.   Concentration of credit risk   Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal depository insurance coverage of $250,000. At September 30, 2017, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.   Fair value of financial instruments   The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.   Recently issued accounting standards   Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

4. PRIVATE PLACEMENT   Simultaneously with the closing of the Initial Public Offering, affiliates of the Hydra Sponsor and Matthews Lane Sponsor, HG Vora and certain members of management purchased an aggregate of 6,825,000 Private Placement Warrants at $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,825,000. Each Private Placement Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants.   The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

5. RELATED PARTY TRANSACTIONS   Founder Shares   On September 11, 2017, the Company issued an aggregate of 7,187,500 shares of common stock to the Initial Stockholders (“Founder Shares”) for an aggregate purchase price of $25,000. On December 5, 2017, certain of the Initial Stockholders surrendered and returned to the Company, for nil consideration, an aggregate of 1,437,500 Founder Shares, which were cancelled, leaving an aggregate of 5,750,000 Founder Shares outstanding. The 5,750,000 Founder Shares include an aggregate of up to 750,000 shares subject to forfeiture by the Initial Stockholders to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Initial Stockholders will own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Initial Stockholders do not purchase any Public Shares in the Initial Public Offering).   The Initial Stockholders have agreed, subject to certain exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (i) one year after the date of the completion of a Business Combination, or (ii) the date on which the last sales price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing 150 days after a Business Combination, or earlier, in each case, if subsequent to a Business Combination, the Company completes a subsequent liquidation, merger, stock exchange, or other similar transaction which results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property.   Administrative Services Agreement   The Company entered into an agreement whereby, commencing on December 1, 2017 through the earlier of the completion of a Business Combination or the Company’s liquidation, the Company will pay the Hydra Sponsor, or its affiliates or assignees, a monthly fee of up to $10,000 for office space, utilities and secretarial and administrative support.   Promissory Notes — Related Parties   In September 2017, the Company entered into promissory notes with the Hydra Sponsor, an affiliate of the Matthews Lane Sponsor and HG Vora, whereby the Hydra Sponsor, an affiliate of the Matthews Lane Sponsor and HG Vora loaned the Company an aggregate of $375,000 (the “Promissory Notes”) in order to finance expenses related to the Initial Public Offering. The Promissory Notes were non-interest bearing and due on the earlier of (i) June 30, 2018 or (ii) the date on which the Company completed the Initial Public Offering. The Promissory Notes were repaid upon the consummation of the Initial Public Offering on December 5, 2017.   Related Party Loans   In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Hydra Sponsor, an affiliate of the Matthews Lane Sponsor and HG Vora (the “Funding Parties”) have agreed to loan up to an aggregate of $1,000,000, in accordance with unsecured promissory notes to be issued to the Funding Parties, pursuant to an expense advance agreement dated December 1, 2017, to be provided to the Company and from which the Company may draw down from time to time in the event that funds held outside of the Trust Account are insufficient to fund the Company’s expenses and other working capital requirements after the Initial Public Offering and prior to a Business Combination and the Funding Parties may, but are not obligated to, loan the Company additional funds from time to time or at any time, as may be required (“Working Capital Loans”). The Working Capital Loans would either be paid upon completion of a Business Combination, without interest, or, at the holder’s discretion, up to $1,000,000 of the Working Capital Loans may be converted into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the working Capital Loans.

6. COMMITMENTS   Registration Rights   Pursuant to a registration rights agreement entered into on December 1, 2017, the holders of the Founder Shares, Private Placement Warrants (and their underlying securities), Private Placement Units (and their underlying securities) (as defined below) and any warrants that may be issued upon conversion of the Working Capital Loans (and their underlying securities) are entitled to registration rights. The holders of these securities are entitled to make up to two demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.   Underwriters Agreement   The Company granted the underwriters a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions.   The underwriters were paid a cash underwriting discount of two percent (2.0%) of the gross proceeds of the Initial Public Offering, or $4,000,000. In addition, the underwriters are entitled to a deferred fee of three and one-half percent (3.5%) of the gross proceeds of the Initial Public Offering, or $7,000,000 (or up to $8,050,000 if the underwriters’ over-allotment option is exercised in full). Up to $0.05 per Unit (or up to $1,000,000) of the deferred fee (or up to $1,150,000, depending upon the extent to which the underwriters’ over-allotment option is exercised) may be paid to third parties (who are members of FINRA) that assist the Company in consummating its initial Business Combination. The election to make such payments to third parties will be solely at the discretion of the Company’s management team, and such third parties will be selected by the management team in their sole and absolute discretion. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.   Contingent Forward Purchase Contract   On December 1, 2017, the Company entered into a contingent forward purchase contract (the “Contingent Forward Purchase Contract”) with HG Vora to purchase, in a private placement for gross proceeds of $62,500,000 to occur concurrently with the consummation of the Business Combination, 6,250,000 Units on the same terms as the sale of the Units in the Initial Public Offering at $10.00 per Unit (“Private Placement Units”). The funds from the sale of the Private Placement Units will be used as part of the consideration to the sellers in the Business Combination; any excess funds from the Private Placement Units will be used for working capital in the post-transaction company. This commitment is independent of the percentage of stockholders electing to redeem their public shares. As a closing condition to the Contingent Forward Purchase Contract, the Company has agreed not to consummate a Business Combination without HG Vora’s consent; which approval can be withheld for any reason.

7. STOCKHOLDERS’ EQUITY   Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. As of September 30, 2017, there were no shares of preferred stock issued or outstanding.   Common Stock — The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share. At September 30, 2017, there were 7,187,500 shares of common stock issued and outstanding, of which 937,500 shares were subject to forfeiture. On December 5, 2017, the certain of the Initial Stockholders surrendered and returned to the Company, for nil consideration, an aggregate of 1,437,500 Founder Shares, which were cancelled, leaving an aggregate of 5,750,000 Founder Shares outstanding. The 5,750,000 Founder Shares include an aggregate of up to 750,000 shares subject to forfeiture by the Initial Stockholders to the extent that the underwriters’ over-allotment is not exercised in full or in part so that the Initial Stockholders will own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Initial Stockholders do not purchase any Public Shares in the Initial Public Offering).   Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. If any such registration statement has not been declared effective by the 60th business day following the closing of the Business Combination, holders of the Public Warrants shall have the right, during the period beginning on the 61st business day after the closing of the Business Combination and ending upon such registration statement being declared effective by the SEC, and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares of common stock issuable upon exercise of the Public Warrants, to exercise such Public Warrants on a “cashless basis.” Notwithstanding the above, if the Company’s common stock is at the time of any exercise of a Public 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, the Company may, at its 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 the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.   The Company may redeem the Public Warrants:   <table cellspacing="0" cellpadding="0" style="width: 100%; border-collapse: collapse; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: top"> <td style="width: 8%"> </td> <td style="width: 2%">●</td> <td style="width: 90%; text-align: justify">in whole and not in part;</td></tr> <tr style="vertical-align: top"> <td> </td> <td>●</td> <td style="text-align: justify">at a price of $0.01 per warrant;</td></tr> <tr style="vertical-align: top"> <td> </td> <td>●</td> <td style="text-align: justify">at any time during the exercise period;</td></tr> <tr style="vertical-align: top"> <td> </td> <td>●</td> <td style="text-align: justify">upon a minimum of 30 days’ prior written notice of redemption;</td></tr> <tr style="vertical-align: top"> <td> </td> <td>●</td> <td style="text-align: justify">if, and only 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 prior to the date on which the Company sends the notice of redemption to the warrant holders; and</td></tr> <tr style="vertical-align: top"> <td> </td> <td>●</td> <td style="text-align: justify">if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.</td></tr> </table>   If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.   The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

8. SUBSEQUENT EVENTS    The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements were issued. Other than as described in these financial statements in relation to the Company’s Initial Public Offering and related transactions, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Basis of presentation   The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.   The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on December 1, 2017, as well as the Company’s Current Report Form 8-K, as filed with the SEC on December 11, 2017. The interim results for the period from September 11, 2017 (inception) through September 30, 2017 are not necessarily indicative of the results to be expected for the period from September 11, 2017 (inception) through December 31, 2017 or for any future periods.

Emerging growth company   The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it 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 attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its 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.   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 election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s 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.

Use of estimates   The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.   Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from the Company’s estimates.

Cash and cash equivalents   The Company considers all short-term investments with an original maturity of three months or less, when purchased, to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2017.

Deferred offering costs   Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $11,548,735 were charged to stockholders’ equity upon the completion of the Initial Public Offering.

Income taxes   The Company complies with the accounting and reporting requirements of Accounting Standards Codification (“ASC”) Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.   ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2017. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.   The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.   There was no provision for income taxes for the period from September 11, 2017 (inception) through September 30, 2017.

Net loss per common share   The Company complies with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period, excluding shares of common stock subject to forfeiture by the Initial Stockholders. Weighted average shares were reduced for the effect of an aggregate of 937,500 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 7). At September 30, 2017, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the periods.

Concentration of credit risk   Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal depository insurance coverage of $250,000. At September 30, 2017, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair value of financial instruments   The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Recently issued accounting standards   Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

LACQU

200000000

20000000

6825000

7187500

3000000

6250000

6825000

62500000

1.00

200000000

11548735

7000000

4000000

2464836

0.20

0.80

0.50

5000001 75000 1.00

11.50

0.01

10.00

1.00

10.00

0.5

25000

10000

1000000

<table border="0" cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; width: 100%">The Promissory Notes were non-interest bearing and due on the earlier of (i) June 30, 2018 or (ii) the date on which the Company completed the Initial Public Offering. The Promissory Notes were repaid upon the consummation of the Initial Public Offering on December 5, 2017.</td></tr> </table>

375000

1.00

<table border="0" cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="font: 10pt Arial, Helvetica, Sans-Serif; width: 100%">(i) Cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to pay franchise and income taxes (less up to $75,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law.</td></tr> </table>

1437500 0.20 5750000 5750000 <table border="0" cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; width: 100%">(i) One year after the date of the completion of a Business Combination, or (ii) the date on which the last sales price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing 150 days after a Business Combination, or earlier, in each case, if subsequent to a Business Combination, the Company completes a subsequent liquidation, merger, stock exchange, or other similar transaction which results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property.</td></tr> </table>

937500

1437500

750000

937500

Holders of the Company’s common stock are entitled to one vote for each share.

P5Y if, and only 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 prior to the date on which the Company sends the notice of redemption to the warrant holders. 0.02 4000000 0.035 7000000 8050000 The underwriters were paid a cash underwriting discount of two percent (2.0%) of the gross proceeds of the Initial Public Offering, or $4,000,000. In addition, the underwriters are entitled to a deferred fee of three and one-half percent (3.5%) of the gross proceeds of the Initial Public Offering, or $7,000,000 (or up to $8,050,000 if the underwriters’ over-allotment option is exercised in full). Up to $0.05 per Unit (or up to $1,000,000) of the deferred fee (or up to $1,150,000, depending upon the extent to which the underwriters’ over-allotment option is exercised) may be paid to third parties (who are members of FINRA) that assist the Company in consummating its initial Business Combination.

340000

3. INITIAL PUBLIC OFFERING   Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock, and one-half of one warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 (see Note 7). 548735

250000

937500

719

25750000 Excludes an aggregate of 937,500 shares held by the initial stockholders that were subject to forfeiture to the extent that the underwriters' over-allotment was not exercised in full (Notes 5 and 6). Includes an aggregate of 937,500 shares held by the initial stockholders that were subject to forfeiture to the extent that the underwriters' over-allotment was not exercised in full (Notes 5 and 6).

EX-101.SCH 7 lacqu-20170930.xsd XBRL SCHEMA FILE 00000001 - Document - Document and Entity Information link:presentationLink link:calculationLink link:definitionLink 00000002 - Statement - CONDENSED BALANCE SHEET (Unaudited) link:presentationLink link:calculationLink link:definitionLink 00000003 - Statement - CONDENSED BALANCE SHEET (Unaudited) (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 00000004 - Statement - CONDENSED STATEMENT OF OPERATIONS (Unaudited) link:presentationLink link:calculationLink link:definitionLink 00000005 - Statement - CONDENSED STATEMENT OF OPERATIONS (Unaudited) (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 00000006 - Statement - CONDENSED STATEMENT OF CASH FLOWS (Unaudited) link:presentationLink link:calculationLink link:definitionLink 00000007 - Disclosure - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS link:presentationLink link:calculationLink link:definitionLink 00000008 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES link:presentationLink link:calculationLink link:definitionLink 00000009 - Disclosure - INITIAL PUBLIC OFFERING link:presentationLink link:calculationLink link:definitionLink 00000010 - Disclosure - PRIVATE PLACEMENT link:presentationLink link:calculationLink link:definitionLink 00000011 - Disclosure - RELATED PARTY TRANSACTIONS link:presentationLink link:calculationLink link:definitionLink 00000012 - Disclosure - COMMITMENTS link:presentationLink link:calculationLink link:definitionLink 00000013 - Disclosure - STOCKHOLDERS' EQUITY link:presentationLink link:calculationLink link:definitionLink 00000014 - Disclosure - SUBSEQUENT EVENTS link:presentationLink link:calculationLink link:definitionLink 00000015 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) link:presentationLink link:calculationLink link:definitionLink 00000016 - Disclosure - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000017 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000018 - Disclosure - INITIAL PUBLIC OFFERING (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000019 - Disclosure - PRIVATE PLACEMENT (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000020 - Disclosure - RELATED PARTY TRANSACTIONS (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000021 - Disclosure - COMMITMENTS (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000022 - Disclosure - STOCKHOLDERS' EQUITY (Details Narrative) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 8 lacqu-20170930_cal.xml XBRL CALCULATION FILE EX-101.DEF 9 lacqu-20170930_def.xml XBRL DEFINITION FILE EX-101.LAB 10 lacqu-20170930_lab.xml XBRL LABEL FILE Sale of Stock [Axis] Initial Public Offering [Member] Subsequent Event Type [Axis] Subsequent Event [Member] Private Placement [Member] Equity Components [Axis] Warrant [Member] Related Party [Axis] Sponsors [Member] Common Stock [Member] Initial Stockholders ("Founder Shares") [Member] Type of Arrangement and Non-arrangement Transactions [Axis] Administrative Services Agreement [Member] Long-term Debt, Type [Axis] Promissory Notes [Member] Unsecured Promissory Notes [Member] Founder Shares [Member] Over-Allotment Option [Member] Underwriters [Member] Underwriters Agreement [Member] Range [Axis] Maximum [Member] Legal Entity [Axis] HG Vora [Member] Document And Entity Information Entity Registrant Name Entity Central Index Key Document Type Trading Symbol Document Period End Date Amendment Flag Current Fiscal Year End Date Entity a Well-known Seasoned Issuer Entity a Voluntary Filer Entity's Reporting Status Current Entity Filer Category Entity Public Float Entity Common Stock, Shares Outstanding Document Fiscal Period Focus Document Fiscal Year Focus Statement of Financial Position [Abstract] ASSETS Current asset - cash Deferred offering costs Total Assets LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accrued offering costs Promissory notes - related parties Total Current Liabilities Commitments Stockholders' Equity Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding Common stock, $0.0001 par value; 100,000,000 shares authorized; 7,187,500 shares issued and outstanding (1) Additional paid-in capital Accumulated deficit Total Stockholders' Equity TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY Preferred stock, par value (in dollars per share) Preferred stock, authorized Preferred stock, issued Preferred stock, outstanding Common stock, par value (in dollars per share) Common stock, authorized Common stock, issued Common stock, outstanding Number of shares subject to forfeiter Income Statement [Abstract] Formation costs Net Loss Weighted average shares outstanding, basic and diluted (in shares) Basic and diluted net loss per common share (in dollars per share) Number of shares subject to forfeiter Statement of Cash Flows [Abstract] Cash Flows from Operating Activities: Net loss Net cash used in operating activities Cash Flows from Financing Activities: Proceeds from issuance of common stock to initial stockholders Proceeds from promissory notes - related parties Payment of offering costs Net cash provided by financing activities Net Change in Cash Cash - Beginning Cash - Ending Non-Cash investing and financing activities: Deferred offering costs included in accrued offering costs Description Of Organization And Business Operations DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Summary Of Significant Accounting Policies SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Initial Public Offering INITIAL PUBLIC OFFERING Private Placement PRIVATE PLACEMENT Related Party Transactions [Abstract] RELATED PARTY TRANSACTIONS Commitments COMMITMENTS Stockholders' Equity Attributable to Parent [Abstract] STOCKHOLDERS' EQUITY Subsequent Events [Abstract] SUBSEQUENT EVENTS Summary Of Significant Accounting Policies Policies Basis of presentation Emerging growth company Use of estimates Cash and cash equivalents Deferred offering costs Income taxes Net loss per common share Concentration of credit risk Fair value of financial instruments Recently issued accounting standards Statement [Table] Statement [Line Items] Number of units issued in transaction Gross proceeds from issuance offering Proceeds from issuance of warrant private placement Unit price (in dollars per unit) Unit price (in dollars per unit) Net proceeds from issuance equity held in trust account Transaction costs Underwriting fees Deferred underwriting fees Offering cost Working capital Common stock subject to redemption share price held in trust account (in dollars per share) Minimum percentage of trust account required for business combination Percentage of outstanding voting securities Amount of threshold tangible assets Description of business combination within the combination period Percentage of redemption of company's outstanding public shares Maximum additonal fund for liquidation expenses paid Federal depository insurance coverage Exercise price (in dollars per share) Number of share contain per unit Number of common stock issued Purchase price of shares issued Maximum shares subject to forfeiture Percentage of issued and outstanding shares Number of shares not subject to forfeiture Number of shares outstanding Description of initial stockholders Administrative fees Aggregate pricipal amount Description of debt instrument maturity Amount of debt converted Conversion price (in dollars per share) Number of units issued Percentage of underwriting discount Underwriting discount amount Percentage of deferred fees Proceeds from underwriter option Description of underwriting discount Proceeds from private placement Common stock, rights Warrant term Exercise price of warrants (in dollars per share) Description of sale price of common stock It represents amount of formation costs. The entire disclosure for private placement. Disclosure of accounting policy for emerging growth company. Disclosure of accounting policy for deferred offering costs. Deferred expense related to distribution, servicing and underwriting fees. It represents the value of initial public offering transaction cost. Working capital during the period. Refers to percentage of trust account required for business combination. It represents the value of threshold tangible assets. Refers to percentage of trust account required for business combination. Refers to amount of additonal fund for liquidation expenses paid during the period. Information by sponsors. It refrest to maximum shares subject to forfeiture. It refrest to percentage of issue and outstanding. It refrest to shares not subject to forfeiture. It refrest to number of shares outstanding. It refrest to description of initial stockholders. Information by initial stockholder. Information by administrative services agreement. Information by promissory notes. Information by unsecured promissory notes. Information by founder shares. Information by underwriters. It refrest to class of warrant or right expiration. It refrest to discription of sale price of common stock. Information by underwriters agreement. It represents as a percentage of underwriting discount. It represents as a underwriting discount amount. It represents as a percentage of deferred fees. Cash received on stock transaction after proceeds from underwriter option. Refers to description of underwriting discount. Disclosure of initial public offering. Information of hgvora. Number of shares (or other type of equity) forfeited during the period. Assets Liabilities, Current Stockholders' Equity Attributable to Parent Liabilities and Equity Stock Issued During Period, Shares, Share-based Compensation, Forfeited Net Cash Provided by (Used in) Operating Activities Payment of Financing and Stock Issuance Costs Net Cash Provided by (Used in) Financing Activities Cash and Cash Equivalents, Period Increase (Decrease) DeferredOfferingCostsPoliciesTextBlock Share Price EX-101.PRE 11 lacqu-20170930_pre.xml XBRL PRESENTATION FILE XML 12 R1.htm IDEA: XBRL DOCUMENT

Document and Entity Information - shares	1 Months Ended
Document and Entity Information - shares	Sep. 30, 2017	Jan. 09, 2018
Document And Entity Information
Entity Registrant Name	Leisure Acquisition Corp.
Entity Central Index Key	0001716947
Document Type	10-Q
Trading Symbol	LACQU
Document Period End Date	Sep. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	No
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		25,750,000
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2017

XML 13 R2.htm IDEA: XBRL DOCUMENT

CONDENSED BALANCE SHEET (Unaudited)

Sep. 30, 2017

USD ($)

ASSETS

Current asset - cash

$ 340,000

Deferred offering costs

60,000

Total Assets

400,000

Current liabilities

Accrued offering costs

5,000

Promissory notes - related parties

375,000

Total Current Liabilities

380,000

Commitments

Stockholders' Equity

Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding

Common stock, $0.0001 par value; 100,000,000 shares authorized; 7,187,500 shares issued and outstanding (1)

719

^[1]

Additional paid-in capital

24,281

Accumulated deficit

(5,000)

Total Stockholders' Equity

20,000

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$ 400,000

[1]	Includes an aggregate of 937,500 shares held by the initial stockholders that were subject to forfeiture to the extent that the underwriters' over-allotment was not exercised in full (Notes 5 and 6).

XML 14 R3.htm IDEA: XBRL DOCUMENT

CONDENSED BALANCE SHEET (Unaudited) (Parenthetical)	Sep. 30, 2017 $ / shares shares
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Preferred stock, authorized	1,000,000
Preferred stock, issued	0
Preferred stock, outstanding	0
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Common stock, authorized	100,000,000
Common stock, issued	7,187,500
Common stock, outstanding	7,187,500
Number of shares subject to forfeiter	937,500

XML 15 R4.htm IDEA: XBRL DOCUMENT

CONDENSED STATEMENT OF OPERATIONS (Unaudited)

1 Months Ended

Sep. 30, 2017

USD ($)

$ / shares

Income Statement [Abstract]

Formation costs

$ 5,000

Net Loss

$ (5,000)

Weighted average shares outstanding, basic and diluted (in shares) | shares

6,250,000

^[1]

Basic and diluted net loss per common share (in dollars per share) | $ / shares

$ (0.00)

[1]	Excludes an aggregate of 937,500 shares held by the initial stockholders that were subject to forfeiture to the extent that the underwriters' over-allotment was not exercised in full (Notes 5 and 6).

XML 16 R5.htm IDEA: XBRL DOCUMENT

CONDENSED STATEMENT OF OPERATIONS (Unaudited) (Parenthetical)	1 Months Ended
	Sep. 30, 2017 shares
Income Statement [Abstract]
Number of shares subject to forfeiter	937,500

XML 17 R6.htm IDEA: XBRL DOCUMENT

CONDENSED STATEMENT OF CASH FLOWS (Unaudited)	1 Months Ended
CONDENSED STATEMENT OF CASH FLOWS (Unaudited)	Sep. 30, 2017 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (5,000)
Net cash used in operating activities	(5,000)
Cash Flows from Financing Activities:
Proceeds from issuance of common stock to initial stockholders	25,000
Proceeds from promissory notes - related parties	375,000
Payment of offering costs	(55,000)
Net cash provided by financing activities	345,000
Net Change in Cash	340,000
Cash - Beginning
Cash - Ending	340,000
Non-Cash investing and financing activities:
Deferred offering costs included in accrued offering costs	$ 5,000

XML 18 R7.htm IDEA: XBRL DOCUMENT

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

1 Months Ended

Sep. 30, 2017

Description Of Organization And Business Operations

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

XML 19 R8.htm IDEA: XBRL DOCUMENT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1 Months Ended

Sep. 30, 2017

Summary Of Significant Accounting Policies

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

Emerging growth company

Use of estimates

Cash and cash equivalents

Deferred offering costs

Income taxes

There was no provision for income taxes for the period from September 11, 2017 (inception) through September 30, 2017.

Net loss per common share

Concentration of credit risk

Fair value of financial instruments

Recently issued accounting standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

XML 20 R9.htm IDEA: XBRL DOCUMENT

INITIAL PUBLIC OFFERING

1 Months Ended

Sep. 30, 2017

Initial Public Offering

INITIAL PUBLIC OFFERING

3. INITIAL PUBLIC OFFERING

XML 21 R10.htm IDEA: XBRL DOCUMENT

PRIVATE PLACEMENT

1 Months Ended

Sep. 30, 2017

Private Placement

PRIVATE PLACEMENT

4. PRIVATE PLACEMENT

XML 22 R11.htm IDEA: XBRL DOCUMENT

RELATED PARTY TRANSACTIONS

1 Months Ended

Sep. 30, 2017

RELATED PARTY TRANSACTIONS

5. RELATED PARTY TRANSACTIONS

Founder Shares

Administrative Services Agreement

Promissory Notes — Related Parties

Related Party Loans

XML 23 R12.htm IDEA: XBRL DOCUMENT

COMMITMENTS

1 Months Ended

Sep. 30, 2017

Commitments Abstract

COMMITMENTS

6. COMMITMENTS

Registration Rights

Underwriters Agreement

Contingent Forward Purchase Contract

XML 24 R13.htm IDEA: XBRL DOCUMENT

STOCKHOLDERS' EQUITY

1 Months Ended

Sep. 30, 2017

Stockholders' Equity

STOCKHOLDERS' EQUITY

7. STOCKHOLDERS’ EQUITY

The Company may redeem the Public Warrants:

	●	in whole and not in part;
	●	at a price of $0.01 per warrant;
	●	at any time during the exercise period;
	●	upon a minimum of 30 days’ prior written notice of redemption;
	●	if, and only 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 prior to the date on which the Company sends the notice of redemption to the warrant holders; and
	●	if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.

XML 25 R14.htm IDEA: XBRL DOCUMENT

SUBSEQUENT EVENTS

1 Months Ended

Sep. 30, 2017

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

8. SUBSEQUENT EVENTS

XML 26 R15.htm IDEA: XBRL DOCUMENT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	1 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Sep. 30, 2017
Summary Of Significant Accounting Policies
Basis of presentation	Basis of presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on December 1, 2017, as well as the Company’s Current Report Form 8-K, as filed with the SEC on December 11, 2017. The interim results for the period from September 11, 2017 (inception) through September 30, 2017 are not necessarily indicative of the results to be expected for the period from September 11, 2017 (inception) through December 31, 2017 or for any future periods.
Emerging growth company	Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it 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 attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its 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. 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 election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s 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.
Use of estimates	Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from the Company’s estimates.
Cash and cash equivalents	Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less, when purchased, to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2017.
Deferred offering costs	Deferred offering costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $11,548,735 were charged to stockholders’ equity upon the completion of the Initial Public Offering.
Income taxes	Income taxes The Company complies with the accounting and reporting requirements of Accounting Standards Codification (“ASC”) Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2017. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. There was no provision for income taxes for the period from September 11, 2017 (inception) through September 30, 2017.
Net loss per common share	Net loss per common share The Company complies with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period, excluding shares of common stock subject to forfeiture by the Initial Stockholders. Weighted average shares were reduced for the effect of an aggregate of 937,500 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 7). At September 30, 2017, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the periods.
Concentration of credit risk	Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal depository insurance coverage of $250,000. At September 30, 2017, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair value of financial instruments	Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Recently issued accounting standards	Recently issued accounting standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

XML 27 R16.htm IDEA: XBRL DOCUMENT

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative)

Dec. 05, 2017

USD ($)

$ / shares

Transaction costs

$ 11,548,735

Underwriting fees

4,000,000

Deferred underwriting fees

7,000,000

Working capital

$ 2,464,836

Common stock subject to redemption share price held in trust account (in dollars per share) | $ / shares

$ 0.20

Minimum percentage of trust account required for business combination

80.00%

Percentage of outstanding voting securities

50.00%

Amount of threshold tangible assets

$ 5,000,001

Description of business combination within the combination period

(i) Cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to pay franchise and income taxes (less up to $75,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law.

Percentage of redemption of company's outstanding public shares

100.00%

Maximum additonal fund for liquidation expenses paid

$ 75,000

Subsequent Event [Member]

Offering cost

$ 548,735

Initial Public Offering [Member] | Subsequent Event [Member]

Number of units issued in transaction | shares

20,000,000

Gross proceeds from issuance offering

$ 200,000,000

Unit price (in dollars per unit) | $ / shares

$ 10.00

Net proceeds from issuance equity held in trust account

$ 200,000,000

Private Placement [Member] | Subsequent Event [Member] | Warrant [Member]

Number of units issued in transaction | shares

6,825,000

Proceeds from issuance of warrant private placement

$ 6,825,000

Unit price (in dollars per unit) | $ / shares

$ 1.00

Private Placement [Member] | Subsequent Event [Member] | Warrant [Member] | Sponsors [Member]

Number of units issued in transaction | shares

6,825,000

Proceeds from issuance of warrant private placement

$ 6,825,000

Unit price (in dollars per unit) | $ / shares

$ 1.00

XML 28 R17.htm IDEA: XBRL DOCUMENT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	1 Months Ended
	Sep. 30, 2017 USD ($) shares
Deferred offering costs	$ 60,000
Number of shares subject to forfeiter \| shares	937,500
Initial Public Offering [Member]
Deferred offering costs	$ 11,548,735
Federal depository insurance coverage	$ 250,000
Number of shares subject to forfeiter \| shares	937,500

XML 29 R18.htm IDEA: XBRL DOCUMENT

INITIAL PUBLIC OFFERING (Details Narrative) - $ / shares	Dec. 05, 2017	Sep. 30, 2017
Warrant [Member]
Exercise price (in dollars per share)		$ 0.01
Number of share contain per unit	0.5
Common Stock [Member]
Number of share contain per unit	1
Initial Public Offering [Member] \| Subsequent Event [Member]
Number of units issued in transaction	20,000,000
Unit price (in dollars per unit)	$ 10.00
Exercise price (in dollars per share)	$ 11.50

XML 30 R19.htm IDEA: XBRL DOCUMENT

PRIVATE PLACEMENT (Details Narrative) - Warrant [Member] - USD ($)	Dec. 05, 2017	Sep. 30, 2017
Exercise price (in dollars per share)		$ 0.01
Private Placement [Member] \| Subsequent Event [Member]
Number of units issued in transaction	6,825,000
Proceeds from issuance of warrant private placement	$ 6,825,000
Unit price (in dollars per unit)	$ 1.00
Exercise price (in dollars per share)	$ 11.50

XML 31 R20.htm IDEA: XBRL DOCUMENT

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)

1 Months Ended

Dec. 05, 2017

Dec. 01, 2017

Sep. 11, 2017

Sep. 30, 2017

Administrative Services Agreement [Member]

Administrative fees

$ 10,000

Sponsors [Member] | Promissory Notes [Member]

Aggregate pricipal amount

$ 375,000

Description of debt instrument maturity

The Promissory Notes were non-interest bearing and due on the earlier of (i) June 30, 2018 or (ii) the date on which the Company completed the Initial Public Offering. The Promissory Notes were repaid upon the consummation of the Initial Public Offering on December 5, 2017.

Sponsors [Member] | Unsecured Promissory Notes [Member]

Amount of debt converted

1,000,000

Initial Stockholders ("Founder Shares") [Member] | Sponsors [Member]

Number of common stock issued

7,187,500

Purchase price of shares issued

$ 25,000

Initial Stockholders ("Founder Shares") [Member] | Sponsors [Member] | Subsequent Event [Member]

Maximum shares subject to forfeiture

1,437,500

Percentage of issued and outstanding shares

20.00%

Number of shares not subject to forfeiture

5,750,000

Number of shares outstanding

5,750,000

Description of initial stockholders

(i) One year after the date of the completion of a Business Combination, or (ii) the date on which the last sales price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing 150 days after a Business Combination, or earlier, in each case, if subsequent to a Business Combination, the Company completes a subsequent liquidation, merger, stock exchange, or other similar transaction which results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property.

Warrant [Member] | Sponsors [Member] | Unsecured Promissory Notes [Member]

Amount of debt converted

$ 1,000,000

Conversion price (in dollars per share)

$ 1.00

XML 32 R21.htm IDEA: XBRL DOCUMENT

COMMITMENTS (Details Narrative) - USD ($)		1 Months Ended
COMMITMENTS (Details Narrative) - USD ($)	Dec. 01, 2017	Sep. 30, 2017
Over-Allotment Option [Member] \| Underwriters Agreement [Member]
Number of units issued		3,000,000
Description of underwriting discount		The underwriters were paid a cash underwriting discount of two percent (2.0%) of the gross proceeds of the Initial Public Offering, or $4,000,000. In addition, the underwriters are entitled to a deferred fee of three and one-half percent (3.5%) of the gross proceeds of the Initial Public Offering, or $7,000,000 (or up to $8,050,000 if the underwriters’ over-allotment option is exercised in full). Up to $0.05 per Unit (or up to $1,000,000) of the deferred fee (or up to $1,150,000, depending upon the extent to which the underwriters’ over-allotment option is exercised) may be paid to third parties (who are members of FINRA) that assist the Company in consummating its initial Business Combination.
Over-Allotment Option [Member] \| Underwriters Agreement [Member] \| Maximum [Member]
Proceeds from underwriter option		$ 8,050,000
Over-Allotment Option [Member] \| Underwriters Agreement [Member] \| Underwriters [Member]
Percentage of underwriting discount		2.00%
Underwriting discount amount		$ 4,000,000
Percentage of deferred fees		3.50%
Proceeds from underwriter option		$ 7,000,000
Private Placement [Member] \| Subsequent Event [Member] \| HG Vora [Member]
Number of units issued	6,250,000
Proceeds from private placement	$ 62,500,000
Unit price (in dollars per unit)	$ 10.00

XML 33 R22.htm IDEA: XBRL DOCUMENT

STOCKHOLDERS' EQUITY (Details Narrative)	1 Months Ended
STOCKHOLDERS' EQUITY (Details Narrative)	Sep. 30, 2017 $ / shares shares
Preferred stock, authorized	1,000,000
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Preferred stock, issued	0
Preferred stock, outstanding	0
Common stock, authorized	100,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Common stock, issued	7,187,500
Common stock, outstanding	7,187,500
Number of shares subject to forfeiter	937,500
Common stock, rights	Holders of the Company’s common stock are entitled to one vote for each share.
Over-Allotment Option [Member] \| Underwriters [Member]
Common stock, outstanding	5,750,000
Number of shares subject to forfeiter	750,000
Founder Shares [Member]
Common stock, outstanding	5,750,000
Number of shares subject to forfeiter	1,437,500
Warrant [Member]
Warrant term	5 years
Exercise price of warrants (in dollars per share) \| $ / shares	$ 0.01
Description of sale price of common stock	if, and only 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 prior to the date on which the Company sends the notice of redemption to the warrant holders.

EXCEL 34 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx M4$L#!!0 ( $F%*4P?(\\#P !," + 7W)E;',O+G)E;'.MDD^+ MPD ,Q;]*F?L:5\'#8CUYZ6U9_ )Q)OU#.Y,A$[%^>X>];+=44/ 87O+>CT?V M/S2@=AQ2V\54C'X(J32M:OP"2+8ECVG%D4)6:A:/FD=I(*+ML2'8K-<[D*F' M.>RGGD7E2B.5^S3%":4A+,*P).B0\5?UX^8 TBTH_0(:+L A#&^NQT:E8(C M-R."?S]PN -02P,$% @ 284I3&;S"V"" L0 ! !D;V-0&UL38Y-"\(P$$3_2NG=;BGB06) L$?!D_>0;FP@R8;-"OGYIH(? MMWF\81AU8\K(XK%T-8943OTJDH\ Q:X831F:3LTXXFBD(3^ G/,6+V2?$9/ M-(X'P"J8%EQV^3O8:W7..7AKQ%/25V^9"CGIYFHQ*/B76_..7+8\#?NW_+"" MWTG] E!+ P04 " !)A2E,\-M;3>X K @ $0 &1O8U!R;W!S+V-O M&ULS9+!2@,Q$(9?17+?G:0M1<,V%\63@F!!\1:2:1NZV0W)R&[?WFQL MMX@^@,?,_/GF&YC&!&GZB"^Q#QC)8;H9?=LE:<*&'8B"!$CF@%ZG.B>ZW-SU MT6O*S[B'H,U1[Q$6G*_!(VFK2<,$K,),9*JQ1IJ(FOIXQELSX\-G; O,&L 6 M/7:40-0"F)HFAM/8-G %3##"Z--W >U,+-4_L:4#[)PL2Z/VP?F5IP<5MQ4?&[K5C+E9 K_C&Y M_O"["OO>NIW[Q\870=7 K[M07U!+ P04 " !)A2E,F5R<(Q & "<)P M$P 'AL+W1H96UE+W1H96UE,2YX;6SM6EMSVC@4?N^OT'AG]FT+QC:!MK03 M621A'^_1S80RY8-[9)-NIL\!"SI^\Y%1^?H.'GS M[BYBZ(:(E/)X8-DOV]:[MR_>X%#BVR]*+41B1%G\@MNN01.+5)#3(3/PB=AIAJ4!P"I DQEJ&&^+3&K!'@$WVWO@C( MWXV(]ZMOFCU7H5A)VH3X$$8:XIQSYG/1;/L'I4;1]E6\W*.76!4!EQC?-*HU M+,76>)7 \:V@S&L%&KQMUAVC2/'K^!?F<-0HACA*FNVB<5@$_9Y>PTG!Z(++9OVX?H;5,VPLCO='U!=* MY \FIS_I,C0'HYI9";V$5FJ?JH,@H%\;D>/N5Z> HWEL:\4*Z">P'_ MT=HWPJOX@L Y?RY]SZ7ON?0]H=*W-R-]9\'3BUO>1FY;Q/NN,=K7-"XH8U=R MSTS0LS0[=R M2^JVE+ZU)CA*]+',<$X>RPP[9SR2';9WH!TU^_9==N0CI3!3ET.X&D*^ VVZ MG=PZ.)Z8D;D*TU*0;\/YZ<5X&N(YV02Y?9A7;>?8T='[Y\%1L*/O/)8=QXCR MHB'NH8:8S\-#AWE[7YAGE<90-!1M;*PD+$:W8+C7\2P4X&1@+: '@Z]1 O)2 M56 Q6\8#*Y"B?$R,1>APYY=<7^/1DN/;IF6U;J\I=QEM(E(YPFF8$V>KRMYE ML<%5'<]56_*POFH]M!5.S_Y9KF4Q9Z;RWRT,"2Q;B%D2XDU=[=7G MFYRN>B)V^I=WP6#R_7#)1P_E.^=?]%U#KG[VW>/Z;I,[2$R<><41 71% B.5 M' 86%S+D4.Z2D 83 >LX=SFWJXPD6L_UC6'ODR MWSEPVSK> U[F$RQ#I'[!?8J*@!&K8KZZKT_Y)9P[M'OQ@2";_-;;I/;=X Q\ MU*M:I60K$3]+!WP?D@9CC%OT-%^/%&*MIK&MQMHQ#'F 6/,,H68XWX=%FAHS MU8NL.8T*;T'50.4_V]0-:/8--!R1!5XQF;8VH^1."CS<_N\-L,+$CN'MB[\! M4$L#!!0 ( $F%*4Q^#7]TB@( $<) 8 >&PO=V]R:W-H965T&UL?5;;CILP$/T5Q VOJ5FS]4LIN$P3B7-*&B"?6T5;- M7!EOB%1=?@M$QRFY&%)3!S@,TZ A5>L7N1D[\B)G=UE7+3UR3]R;AO _>UJS M?NLC_WW@N;J54@\$1=Z1&_U!Y<_NR%4OF*Q&9" M_40D*7+.>H\/N]41G11H$ZG%/.M!LW9F3D4KU.BC"//@H$<#&+*G -H\A50;:*BUE4@4L=N96,[?R", L)AN!Z1V[!8RO% M#L@M>9QD2:A^"UIPT2.WIK%]?(V8=(Y9., 07/G(K6MLGV$CYD-$H9/1P>Q: M:BB_F1M<>&=V;\WS838ZO1)VV%QK_^##$^,[X;>J%=Z)274YFBOLRIBDRIGP M2;E1JE?-U*GI5>IFIMI\N-J'CF3=^&P)IK=3\1=02P,$% @ 284I3+7( MBF>M @ ^PD !@ !X;"]W;W)KJLM#P/;.SJQA MS!8=XZ_B0JGTWNJJ$2O_(F6[# )QN-":B"?6TD:MG!BOB51#?@Y$RRDY&E!= M!5$8ID%-RL9?%V9NQ]<%N\JJ;.B.>^):UX3_V="*=2L?^?>)E_)\D7HB6!)R>5OXS6F[10@-,Q,^2=F)R[^E2]HR]ZL&7 MX\H/M2):T8/4*8BZW.B65I7.I'3\'I+Z(Z<&3N_OV3^9XE4Q>R+HEE6_RJ.\ MK/S<]X[T1*Z5?&'=9SH4E/C>4/U7>J.5"M=*%,>!5<+\>X>KD*P>LB@I-7GK MKV5CKMV0_PZ# =$ B-X+B = / *PJ;T79BK]2"19%YQU'N\?5DOT.X&6L=K+ M@YXT6V?65+%"S=[645X$-YUG"-GT(=$T9#&&!"K[2!&!%)'!QQ-\',+X&,3' M!H^G>&1)[$,R$]+T(3A4/Y@&@S38I8DLFCXDF="D\RP)R)*X++'%DC@LII89 MFA2D2=T]QS ^ _&9*S.Q9&:.S&169 Z2Y"Y):I'D#DFD0([&[G6QMB6XGH[PE&.9HA@*OK/.PV? \@]"+!MGB$F>^>!A>S#X'$5]C!R38SM2[6%-^-AV$\ [LVDAMJLELWZ5L=)>BOZO6_#/*U4(.K"@=]\8F^$?1MT7? M"#^7C?#V3*H/NOGNGAB35,D/G]23NJA.;!Q4]"3U;:;N>=^.] /)VJ'5"L9^ M;_T74$L#!!0 ( $F%*4S]"R/:$P( )0& 8 >&PO=V]R:W-H965T M&ULE95MCYP@$,>_BO$#+*CKPV[4I'M-TR9MLKFFU]?L[NQJ M#L4"NUZ_?0$]8P23GB\$AOG/;P8"Y#WCKZ("D-Y;0UM1^)64W1XA<:Z@(6+# M.FC5S)7QAD@UY#=B6*<&17F M[YWO0K)FC*)2:L]/BQ^ M1_0>!_M0KBAXXPNA\$EG+G$>')!*OJ$")V(T.BC MN3YPZR.G/C+Z[5P?+E(<7#+CTAH7O,$8KV"V3LS6QD0+S. 2SS !-I^;$SLY ML;$9#8F76"RM2U9VY2= MD[2S2=F"M+-(:9"E\1HGP.[SAFV2=>#P!U$K1SNP4 E>H@(+M8L<)#2[3_1] M_8/P6]T*[\2DNIK,!7)E3(**B3B&E X2IU-U5]/MR3PT"R;GP#T/00 ME?\ 4$L#!!0 ( $F%*4Q/4<;Y(P( #0& 8 >&PO=V]R:W-H965T M&ULC55=CYLP$/PKB/>>"9])!$@)5=5*K11=U?;9(9N SL;4 M=L+UW]N5FC,162 MT2&+*H7BUWZL&S-V0_X[S4[P!X+_OX1@( 0C(33>^\*,TX]8XCSEK'-X_ZY: MK#^)U3909UGJH#DZLZ?,"A6]Y?$J13>=9X#L>X@_@;PAD$H^*O@VA;V_H,>^ MG1]8*PP,/YCR SL_M/)#PP^G_'#FL(JE:UL<7]; MV/"[];98V_";H26BMW+Z?OH-\TO=".?(I&H%YL:>&9.@G'I/ZG57JH6/"P)G MJ:>)FO.^D?4+R=JA1Z/Q1Y'_!5!+ P04 " !)A2E,$G6?;KT! #3 P M& 'AL+W=O2[*R M+6431:W42*M4;9]9>WQ1N+B U\G?AXOC6JE?@!G.F3DS#-FH]*MI 2QZ$UR: M'+?6]D="3-F"8.9&]2#=3:VT8-:9NB&FU\"J0!*2?AK)$9A&#Z_01X$_'2]>TUCM(D?6L@9]@?_5G[2PR1ZDZ =)T2B(- M=8[O-\?3UN,#X'<'HUFT*#\"Y#^1D_)UB MXCFE)R[/G]&?0NVNE@LS\*#XGZZR;8YO,:J@9@.W+VK\!E,].XRFXG_ %;B# M>R4N1ZFX"2LJ!V.5F*(X*8*]Q;V381_CS9Y.M'4"G0AT)M"0A\1$0?DCLZS( MM!J1CKWOF7_BS9&ZWI3>&5H1[IQXX[S78G^7D:N/,T%.$4(7D,V,("[XG(&N M93C1_^B'9)V?KBI, S]=*DS7^=M5_C;PMTM^\J7""-D%B R0N_2P2[[*)(NF M"M!-&">#2C7(,,H+[SRQ]^$5R3]X'/=GIIM.&G11UCUM>(!:*0M.37+CA+3N MA\T&A]KZX\&==9RS:%C53U^(S/^X^ !02P,$% @ 284I3%MZZ2E6 @ M^P< !@ !X;"]W;W)KZVK1FS]0LIV$P3B5$!-Q0-KH5%?+HS75*HEOP:BY4#/1E17 4%H%=2T M;/P\,WL'GF?L)JNR@0/WQ*VN*?^]AXIU6Q_[;QM/Y;60>B/(LY9>X3O(Y_; MU2H8LYS+&AI1LL;C<-GZ.[S9XU@+3,2/$CHQ>?=T*4?&7O3BRWGK(^T(*CA) MG8*JQQT>H:IT)N7CUY#4'YE:.'U_R_[)%*^*.5(!CZSZ69YEL?53WSO#A=XJ M^<2ZSS 4%/O>4/U7N$.EPK43Q3BQ2IA?[W03DM5#%F6EIJ_]LVS,L^N_K,)! MYA:004!& >EKZ4'&^4-$=AOBGS0NW>\P1G MP5WG&4+V?0B9A+Q'!"KY2" NPIY86DK.RSB-WZQ*E/;)>KF>3^.^H5D[3!J@W'>YW\ M4$L#!!0 ( $F%*4S;VS4#M $ ,X# 8 >&PO=V]R:W-H965T&UL?5/;;MLP#/T501]0)4K2!H%MH.DP;, &!!VV/BLV;0O5Q9/D MN/O[4;+K&9NQ%TFDSB$/*2H;K'OU+4 @;UH9G],VA.[$F"];T,+?V0X,WM36 M:1'0= WSG0-1)9)6C&\V]TP+:6B1)=_%%9GM@Y(&+H[X7FOA?IU!V2&G6_KN M>)9-&Z*#%5DG&O@&X7MW<6BQ.4HE-1@OK2$.ZIP^;D_G?<0GP \)@U^<2:SD M:NUK-#Y7.=U$0:"@##&"P.T&3Z!4#(0R?DXQZ9PR$I?G]^@?4^U8RU5X>++J M15:AS>F1D@IJT:OP;(=/,-5SH&0J_@O<0"$\*L$,W6*<"7(>(7P!VU]8&0"6;.QR?%C_7;"BH0SP^X-F-(S8:P7;3[V'S%RY^ U!+ P04 M " !)A2E,7D#IW+4! #. P & 'AL+W=O-L8I[-&W+ M7&^!UY&D)$N3Y -37&A:YM%WMF5N!B^%AK,E;E"*V]\GD&8LZ(Z^.9Y$V_G@ M8&7>\Q:^@__1GRU:;(E2"P7:":.)A::@][OC*0OX"'@6,+K5F81*+L:\!.-+ M7= D" ()E0\1.&Y7> I0R"4\6N.29>4@;@^OT7_%&O'6B[ M**FAX8/T3V;\#',]MY3,Q7^%*TB$!R68HS+2Q954@_-&S5%0BN*OTRYTW,?I M)MO/M&U".A/2A7"(>=B4*"I_Y)Z7N34CL5/O>QZ>>'=,L3=5<,96Q#L4[]![ M+0^'G%U#G!ERFB#I"K);$ R#+QG2K0RG]!T]W:;O-P7N(WV_%GBWS<\V^5GD M9_\K\#WD+ODG!5OU4X%MXR0Y4IE!QRE>>9=AO4_C>_R%3Y/^C=M6:$]//O8&PO=V]R:W-H965T&UL M?5-AC]0@$/TKA!]P[+)5STW;Y/:,T423S1G/SVP[;H7 M8(;W9MX,0SZB?7(=@"?/6AE7T,[[_LB8JSK0PMU@#R;<-&BU\,&T+7.]!5$G MDE:,[W9OF1;2T#)/OK,M_VQU,6\0GP*&%TJS.)E5P0GZ+QN2[H+@H" M!96/$438KG /2L5 0<;/.29=4D;B^OP2_6.J/=1R$0[N4?V0M>\*>DM)#8T8 ME'_ \1/,];RA9"[^"UQ!!7A4$G)4J%Q:234XCWJ.$J1H\3SMTJ1]G&YX-M.V M"7PF\(5PF_*P*5%2_D%X4>861V*GWOWX6SG49L,CSV\^]ARQ&UL?5/;;MP@ M$/T5Q >$7=9)MRO;4C91U$JMM$K5])FUQS8*%P?P.OW[ B:NE5AY 68X9^;, M,.2C-L^V W#H50IE"]PYUQ\(L54'DMDKW8/R-XTVDCEOFI;8W@"K(TD*0C>; M&R(95[C,H^]DREP/3G %)X/L("4S?X\@]%C@+7YS//*V<\%!RKQG+?P"][L_ M&6^1.4K-)2C+M4(&F@+?;@_'+. CX(G#:!=G%"HY:_TE/@.E;G1(S)3[WL6GGA[H+XW57#&5L0[+]YZ[Z7\FN7D$N(DR'&" MT 5D.R.(#SYGH&L9CO0#G:[3=ZL"=Y&^6PJ\7N=GJ_PL\K//"ER!W+Q+01;] ME&#:.$D657I0<8H7WGE8;VE\C__P:=)_,M-R9=%9._^JL?>-U@Z\DLV5'Y_. M?Z[9$-"X4#+8M $ M ,X# 9 >&PO=V]R:W-H965TO&IE7$Y;[[LC8ZYL00MW@QV8<%.CU<('TS;,=19$E4A:,;[9?&!:2$.+ M+/G.MLBP]TH:.%OB>JV%_7T"A4-.M_3-\22;UD<'*[).-/ =_(_N;(/%YBB5 MU&"<1$,LU#E]V!Y/^XA/@&<)@UN<2:SD@O@2C2]53C=1$"@H?8P@PG:%1U J M!@HR?DTQZ9PR$I?GM^B?4NVAEHMP$CJIZQ\F],#)174HE?^"8?/,-5S2\E4 M_%>X@@KPJ"3D*%&YM)*R=Q[U%"5(T>)UW*5)^S#>[ X3;9W )P*?"8>4AXV) MDO*/PHLBLS@0._:^$_&)MT<>>E-&9VI%N@OB7?!>B_N[C%UCG ER&B%\ =G. M"!:"SQGX6H83_X_.U^F[58&[1-\M!1[6^?M5_C[Q]^\5N *Y_R<%6_13@VW2 M)#E28F_2%"^\\[ ^\/0>?^'CI'\3MI'&D0OZ\*JI]S6BAZ!D[\+9CB,V&AZ[Z?>P^0L7?P!02P,$% @ 284I3$3L:M>R 0 T@, M !D !X;"]W;W)K&UL?5-A;]P@#/TKB!]0$NZV M5:]P?&7-F"%N[*]-#A36VL%AY-VS#76Q!5!&G%>))\9%K(CA99])UL MD9G!*]G!R1(W:"WLRQ&4&7.:TE?'@VQ:'QRLR'K1P'?P/_J318LM+)74T#EI M.F*ASNE->CCN0WP,^"EA=*LS"96%!">8HC7)Q)>7@O-$S"TK1XGG:91?W<;KAZ0S;!O 9P!? =E,$96Q'O4+Q#[Z5(DR1CET TQQRG&+Z.62(8LB\I M^%:*(_\/SK?ANTV%NPC?_:7PC?S[38)])-B_6^)6S+\JV:JG&FP3I\F1T@Q= MG.25=QG8&Q[?Y$_X-.WWPC:R<^1L/+YL[']MC >4DESA"+7XP19#0>W#\1.> M[31FD^%-/_\@MGSCXC=02P,$% @ 284I3 _@P*"R 0 T0, !D !X M;"]W;W)K&UL?5/;;IPP$/T5RQ\0@Y>FT0J0LJFB M5&JE5:JVSUX8P(J-J6V6].\[-H2@%O7%]HS/.7/Q.)^,?7$=@">O6O6NH)WW MPY$Q5W6@A;LQ _1XTQBKA4?3MLP-%D0=25HQGB2W3 O9TS*/OK,MCY0LA3_!:Z@$!XRP1B5 M42ZNI!J=-WI1P52T>)UWV<=]FF]XNM#V"7PA$5P%^.P.5#,_)/PHLRMF8B= M>S^(\,3ID6-OJN",K8AWF+Q#[[5,DT/.KD%HP9QF#-]B5@1#]34$WPMQXO_0 M^3[]L)OA(=(/&WJ6[/.S77X6^=E_*]S#9'\%89N6:K!M'"9'*C/V<9 WWG5> M[WE\DG?X/.Q?A6UE[\C%>'S8V/[&& ^82G*#$]3A_UH-!8T/QX]XMO.4S88W MP_*!V/J+RS]02P,$% @ 284I3/C_L>JU 0 T@, !D !X;"]W;W)K M&UL?5/;;MP@$/T5Q <$+[NY=&5;RJ:J4JF55JF: M/+/VV$8!CP-XG?Y] 3N.VUAY 6:8<^;,,*0#FF?; #CRJE5K,]HXU^T9LT4# M6M@+[*#U-Q4:+9PW3*=G"T1#;:RW, MGP,H'#*ZH6^.!UDW+CA8GG:BAE_@?G='XRTVLY120VLEML1 E=';S?ZP"_$Q MX%'"8!=G$BHY(3X'XWN9T20( @6%"PS";V>X Z4"D9?Q,G'2.64 +L]O[-]B M[;Z6D[!PA^I)EJ[)Z TE)52B5^X!AWN8ZKFD9"K^!YQ!^?"@Q.= -,4?4_"U% ?^ <[7X=M5 MA=L(W_ZC\&J=8+=*L(L$NT]+7(NY_B\)6_14@ZGC-%E28-_&25YXYX&]Y?%- MWL/':?\I3"U;2T[H_,O&_E>(#KR4Y,*/4.,_V&PHJ%PX7ONS&<=L-!QVTP]B M\S?._P)02P,$% @ 284I3'0UKB,S @ :@< !D !X;"]W;W)K&UL=57;CILP$/T5Q ^\U;]3.+[5NMT&@BA)JIIY$ M"XTYN0A9,VV6\AJH5@([.U+- QJ&JZ!F5>/GF=L[RCP3-\VK!H[24[>Z9O+/ M ;CH=C[Q/S9>JFNI[4:09RV[P@_0/]NC-*M@5#E7-32J$HTGX;+S]V1[()$E M.,1K!9V:S#V;RDF(-[OX>M[YH8T(.!3:2C SW.$9.+=*)H[?@Z@_>EKB=/ZA M_MDE;Y(Y,07/@O^JSKK<^:GOG>'";ER_B.X+# DEOC=D_PWNP W<1F(\"L&5 M^_6*F]*B'E1,*#5[[\>J<6/7GR3Q0,,)="#0D9 ZGZ W0Z>8$1$8]=&"8A8'^D"G M.#U"(XP,>&]1C@PC,OVP,L_!Q MD1"OG_!1@H;S L) "S5$%NJ4(!+S.T-!T8(/6JQ[0A&)>.Z#@9(%'[RJ281( MK.8^&&C^$0235E>#O+HFK[Q"W!KWPDQVQX=D3UVK_ ?O7Z'O3%ZK1GDGH4W# M=6WQ(H0&$TOX9,JW- _?N.!PT7:Z-G/9=_]^H44[O&S!^+SF?P%02P,$% M @ 284I3"3\B3SK @ SPP !D !X;"]W;W)K&ULE9?A;ILP%(5?!?$ !1L;2)5$6CM-F[1)5:=UO]W$25 !,W"2[NUG XVH M?*W*NEN%!ZV;VRCJ-@=9B>Y&-;(VO^Q4 M6PEMFNT^ZII6BFT_J"HC&L=I5(FB#M?+ON^A72_549=%+1_:H#M6E6C_WLE2 MG5%JH-6[E;A)W)[1S,[ MH%<\%?+<3>X#NY1GI5YLX]MV%<9V1K*4&VU#"',YR7M9EC:2F<>?,6AX8=J! MT_NWZ%_ZQ9O%/(M.WJOR=['5AU68A\%6[L2QU(_J_%6."^)A,*[^NSS)TLCM M3 QCH\JN_PXVQTZK:HQBIE*)U^%:U/WU/,9_&X8'T'$ =09$ ZB?^6>AQ7K9 MJG/0#IO?")MC#AK[3+"Z:R,2_ M0"B$T#X FP9(8@4P\:PEF>)1R3$DA* (DXI$'#)R06]Q\,8A#$ (@Z M(.:!LFL@#D$<@!('Q+V]HRQE>9)B4 I!*0 Q!S1H%A-0?$,Q)(.0#$"X T&: MF97D$)*# )D#09H<0Q80L@ !%@YDX>6%]_DG&$1B;-'81S'7/E TQYDI!02$ M?1OQZD/%9ZQ!<#0@H!VRFGA#LF\G^C, MY<"[WKY'D7O\CU#P?:FP-Z9N:^'8[80T.K9GQ]B"[O,.M_4$L#!!0 ( $F%*4SP M[J$]_@$ '8% 9 >&PO=V]R:W-H965T =X[F!4JWU@*SD(\6(/7YLRC*PA M8%!KRT#-K>-TDR9S MFC\!SPEX2<"9JV42TR%>'>+1R?T$J9<@_7\[TIMVQ#'9Y%E" M_$*95RCS.+V_4LINE#!YO_.Y5R?_0.?SCW4>K?[W'.3)O7@5U.+NEX%!Z'-ZW-OY"B$!N,FNC-&6C,$EP.#H[;;S.SE- JF M@Q;#/.70,FJKOU!+ P04 " !)A2E,@W*MX1 " Q!@ &0 'AL+W=O MOD&M5*]2N, MY:&&ELHGWD.G=RHN6JKT5)RP[ 70HPUJ&8[",,,M;3I4%G9M)\J"GQ5K.MB) M0)[;EHK?&V!\6"."WA>>FU.MS (NBYZ>X#NH'_U.Z!F>6(Y-"YUL>!<(J-;H M UEM26@"+.*E@4'.QH%)9<_YJYE\.:Y1:!P!@X,R%%0_+K %Q@R3]O%K)$63 MI@F5D]-49!5K _S8!;MV=D]G:W4JY>29&&!+X9HQ&P<)KK" MD&O,]AX330BL'4PV(J^-R(8G5Q(/"&(O0>PAB&\\.LS28CJ+"9]"XE=)O"J) M1R6Y.2V'T:4]ETG]*JE7)?6H/"#(O 39?]ATF'3F\L%)Y%Z)_%XBR?T$"R_! MPN,QN_&XN/.H^Y/]^9667J6E1RF_47*8?'X:#S3,B_7=H_#?!;@90?,*).2N M-O#L[IIF^HV*4]/)8,^5;@/VLE:<*]",NK!04.O^/4T85,H,+] MV*#Q])4H_P!02P,$% @ 284I3%+BVC'M 0 204 !D !X;"]W;W)K M&ULC53ICILP$'X5Y >(.0)D(T!J4E6MU$K15FU_ M.V$(:&U,;2=LW[X^6)00]_B#/?9WS(R-BY&+%]D"J."5T5Z6J%5JV&(L3RTP M(E=\@%[O-%PPHG0HSE@. DAM28SB. PSS$C7HZJP:P=1%?RB:-?#003RPA@1 MOW9 ^5BB"+TM/'?G5ID%7!4#.<-74-^&@] 1GE7JCD$O.]X' IH2O8NV^]S@ M+>![!Z.\F0>FDB/G+R;X5)SM_4 M/]C:=2U'(F'/Z8^N5FV)-BBHH2$7JI[Y^!&F>E(43,5_ABM0#3>9:(\3I])^ M@]-%*LXF%9T*(Z]N['H[CFXGRR>:GQ!/A'@F1.N_$I*)D"P(V&5F2WU/%*D* MP<= N,,:B+D3T3;1S3R91=L[NZ>KE7KU6D79IL!7(S1A=@X3WV&B>\S^$1// M"*PSF-.(O6G$EKZ^LT@6%@[S9#&]Q82K,/*[)%Z7Q./RY!=8>P76'H%LT2V' M26_2S#9Q&H:AWRCU&J6/1NFB'SN'R?_7*/,:99Z*\H51]F#TAZ[G7HO\WV>[ MRQ_.-HI6Z<(%WUQJ\\A\(>+<]3(XF]M MTXF%?Y"ROP\"L3G0EH@[UM-.O=DQWA*INGP?B)Y3LC5!;1-$89@&+:D[ORK- MV(I7)3O*IN[HBGOBV+:$_WF@#1L6/O+/ \_U_B#U0%"5/=G3'U2^]"NN>L&% M95NWM!,UZSQ.=PO_$[I_BD(=8! _:SJ(J[:G2UDS]JH[7[<+/]09T89NI*8@ MZG&B2]HTFDGE\=N2^A=-'7C=/K-_-L6K8M9$T"5K?M5;>5CXN>]MZ8X<&_G, MAB_4%H1]SU;_C9YHH^ Z$Z6Q88TP_][F*"1K+8M*I25OX[/NS'.P_.:?F4ZC14X6RL Q.FLAB'D9,=(U)T2UF"6 R!_,(8:);S-,4\P\1 MJ$HNY41@.9$)3VXD8I@@!@EB@"!Q:ATQF<%T(R94/U@F 6420 ;#!!@DP !! MZLPEGN099W@VT13420&=S-&!,#DLDH$B&4!0P 0Y2)!/"7)G%R]'#'97;6XZ M"E"H (003(!"V' A0!&Y3@DGR68HUXLWHS5C;@1HQ:X6FFR3:'Z7(-AW"#!> MGLQ0P,Y#@/5R['Z*XNDJ)O$[$P/;#P'^RU-7"P)E,SJP2Q%@TSQW=?"D)FQ\ M.E<3[%0$V# O7*WT/[5@PR+ L<7DV(! MJ;4\J#OBI=/0G=3-3+7Y>%$:.Y+U]A(87&ZBU5]02P,$% @ 284I3+L! M-210 @ )P@ !D !X;"]W;W)K&ULC5;;CILP M%/P5Q >LL;EF19":5%4KM5*T5=MG)W$"6H.I[83MW]X@MS9LXQ M'IN\$_)5E8QI[ZWFC5K[I=;M,T+J4+*:JB?1LL8\.0E94VV&\HQ4*QD]NJ": M(Q($":IIU?A%[N9VLLC%1?.J83OIJ4M=4_EOP[CHUC[V;Q,OU;G4=@(5>4O/ M["?3O]J=-",TLARKFC6J$HTGV6GM?\+/6QS; (?X7;%.3?J>+64OQ*L=?#NN M_TSL,(W#A('[P4(1*!0!0NE,",)DL$@,BL0 P0HF2$""9$% M)F7V6?:8=+(<61#?7XX4%$H!(0P39"!!!A"06:80)H1%5J#("B"8[?+M:K$< MT:/=@0/83P$@%<_- H&2.SIW?(L_\(8'T+2F]&%-L#GQTITD2.]0P/;$'_#G M!B\-FI '.Q+##L5+^Y$@FVM%BZ49M.Z)P4[%@%63="X6+\3P7 9-3FQ[A?Z@ M\EPURML+;0Y_=T2?A-#,\ 5/AJ\TM_8XX.RD;3A6?C&GO"=&[DZBY MOI.M:.R;@U0U-W:JCD2W2O"]=ZHKPI(D(S4OFWB]]&M/:KV49U.5C7A2D3[7 M-5>_-Z*2UU5,X[>%Y_)X,FZ!K)#V<1&/HJI<))O'KSYH M/#"=XWC\%OVCW[S=S)9K\2BKG^7>G%9Q$4=[<>#GRCS+ZR?1;RB-HW[W7\1% M5-;<96(9.UEI_S_:G;61=1_%IE+SU^Y9-OYY[=YDL]X-=V"] QL<"L\A'8U45_R6NS.F]\S69N<6?2G\.YN\MJN7-4L62W)Q@7J;36?#1C9T ML" V^H!@&&+#@'N:X/XS-,69]Y^/_6>3##N3U)LT78:)_\,YE2N= %/YF6US!KXL[K]NEY5.IO5=UHWR\77QX>'+[Y>9GGQ5=(6^=]:?5*V M1?.'KXZ/OOGJN]_7^7>_;[Y[74[;I2Z:)"MFR6G1Y,TZ.2MXS+PLDH.DOLLJ M7?_^Z^:[WW^-W_!W1\G;LFCN:OAFIF?=IQ.]&B5/#]/D^/#H9??A'[-BE!Q^ M0P]?=1_:]8RCZ^F^+F^\T[=YW509?'>1+77WK7.=UVVED_'T;VU>Y[2QD[): MC0:&.X$%5-D")I[IC\F?]'IPE=?K56^VH\.#/W=_NZZR65[<)I/U\J9<]-8W M/OGS^\$YKG25EPB,6?(Z:WK3&5BK__B/&+3',,:,QGFSR&Z[3^?9HNZ->-)6 M%7V0UU. PE]T5@W.?G!P='SP]&@ D%GRLUXL#CX4Y4.13'16EX6>)6=UW>JJ M^\E%.3C(3^4"$#>KUK"D1?]+?N^W-:#!JJP:@G.3-6V=R$X&!J;!DA/8U6U9 M]<[XHBP.LNE4PSOPQFS3U(!,RR7@U*0IIQ_29$(4DURV3=T 6<%Z!L]60"Q' M_ 9^[E':GY]N^YH.*/KMR>7%Z].+R>GKY/OQ^?CBY#29_'AZ>IWLO2^R=I;# MMO8WDN[[R>MD[TGOG?%D8-GU'V$O/QW]2J;ZC]\!5 6;->/?D<'1X>'B$JT_NLT6KOTV.4O@%_Y=D M;7-75OG?]>Q;V&ZADQRI<$9\OQS&5,'L#3/P^#0'BXI@JI?IT:N7Z7/W,#YM MLG?4P[*_'OW?WL'.9L2]X11663X[R O LE4.IQ)!@7;9\FG.]#R?YCTNP*>Y M"Z2O+Z_'Y\GYV?C[L_.SZ[/323*^>)U,KB]/_O3CY?GKTW<3^/+/[\^N_]+] M\JR8+MH9PJ1(LMO;2M_"B@ ODV^>!E"YTXM9EM_+L%"58]5$#IN+OR7E<' MV6)1$FHF#UF-F \?Z6J:UP I@.>\72R2O0LBB.=T3"_V>W)R![Z2[%UE2"9W MNLF!26WF,T^2KP42<6T#V;FF-0/HWN1%5DP10E>E"/._CF]0_$^;'L;TB,2B M;K('NYV5BT4&X%V!(*"I]Y-_)&XU6T=SJ+[U54;\K:_M3(M?M)%PJ.%=A._% MMQ"^LV']%^WR!I8'1RA8WT?EOH1UJ#:Y'E^?OCV]N$XNWR275Z?OQM=GEQ>3 M3Q5FVW -2+9&WGX,VIQ__/V=G M.^#8)S&V >J+SWWY^&N>E8)W0"WEQKVL^,$#NV,IZ1S&@A,-01-V$!]E. M*O3KT\G)N[,KI!$BF'<_C"_._IMHAE2D[]]/SBY.)Q./E/J+J:=5OB(N>CE/ M+JO;K,C_SEP5?0#?MW5> *\V>%X6?5_$2'W&0A+Q"JB>5R#90U[S7__YZOCX M\%N0;JNL6--?1]_N ^:"07JSR(H/R?1. \9.^06$'GQTOE%1@8WJGAE4J7'K1356D9S/QBA\MN M%B*E$O2RU(A8ZR,#/G8_$#OK@![,"8 MTZW:FP6(;4MK>[*W,WE^Q<\OY;G97IH\W.73.T3)&5'1#;(G#8R9L O.D[UB M-&=M]1F#89WU)0.SD5R=Z2F<+PROX5<$!:'U:ST5K#9(?>E^5,]CT)X"1-OE MDH@$?Q^:%-#^V!F6;8'@,F!YCW\)$!"6 (>\N0/PURO1)&!D%8@5G[7AM#0$ MKTP&E06P[\9!^%87!F%O*U*CC.2!%3XY=L9O[# 4S(:J1_)TE$QR,$=!N]-E M6R^ XG'%./T4Q+)L> ,\-@.QSA;$*%ZDKXZ?$\" \: WM Y8V565WZ.^=K7( MIH0*ZF=YS7(WH+X,MIBS9'YR!.8^Z88R'DD&?$[CK,PX"/(?U[,J2\[')VER M?@[_AQKB?)XOXOSX0_)326]KLE4O5^B;1$0&D0S+K4&'I2VEZKR9C2QRRW?N1(!7 M3'759 #Z)1%6;7"E2\!+"]RDT=ER&_):;$E5A(\8U'TV2MZ D5 ^P"AJ=X0- MV(/E!'AJ2PQ"=*D'#+.C0X-L2)S[K-GA#&C!F(4KF=5@O*5E0]A#RT$PXO,> M#22&!HC/$4JS @0RK*U1@DYIP>9\KO%7T!GHU^"46!/CK]^/)J/D%@V4@B:I M];2MZ.B96-U,RM^01_(SQ)!$]D M15T9[90DQ1HX$P=R]1*8[U'Z_-FK].53(!]<5,YJ/E+.,TLW\)X/RX*4%&SY3# M7EQ'%'4#T\/"R^BBL2^2)1X.3$M \]7Y)@,KI/%T>='@C>B\RT!3S))YEE>& M]MEGJ?_6PF2P&7A[H4$:)J\.?V-V?Y,MR#D@7#+$C3U-3BC<7Q2Q2?'+ZYJ8 M!K']["-@^BI;$R:5A7BER,L'# Y1!F9B)0A_+7)EU;6U/EM(41(+K!*6P4( M_J.133:E&H)[0#$Q";X1^'#F%4@4XF=&NR#6:IFD47U/R@(A02'"LD*\ !1E MJR_!9^C,!!,J)NY?[ ?H 2>.2%DLUL3C%\!4![ JR1E"0)+-@7E!^2\8(5$^ M%&SRD5F+?CD\>6,?\BA^:.B^;%A&&A%J7A+D,U;H0P[;LX,26)H*5!?$"20? M^+4Q*"6?UNT<0T/&*LH;L@29Q"I-(Q'%L26E*X)WD40D'V%@$I=)H"TT!%6D M8S1GT=IM*T+QGL%+ ,?31F2%J>MV.@5(HA]S+=;7)KI6P3CBM")C,_"_6I6V MM&KIFC)K&[6I%?5++R);59L6S-J@RV;UV2&DZG^ M<,>LJG<((!H_!&OB%62+8:T UH <>-;2(?E3VW-=9G >78VD+A=Z@2XD.BDG MI7C!G9/C<= 5TBP,>M*IT0DI<<'/^?PJ>)HUW8,T6CC\LT#F-],K#*4-,%Q/ M-:?!4U"3VYK403N^(3 5Q<6+QS+F47:;=))&SU=%XY!"F=R$,31B#8(W+(W8 I^J4 MR;A.Y8D>U<,G7+WLR8]C.!TL>;D?IV%4 PR1;.*]@=,,V!MPT-L<^0A[UPAO MC;A]\EQ4Q".F8E_MW4##9!EWID-"J:.4DI)A\4MI#(LN:QX1GX,3/8QG%O.*]%]F#M/[/F6:GY1>0&,^*T.$HXHJ(1 MD9*L8].Z/!?Z%CA!13E-==KC'BFJIQCC(/Q#J@:S#CA#,A83#1?T3I-7;I:< M@(&/BJ7$R4[*\Q.W+N4M M,;Y:^W9R>N)L0WA9S?-%9^B9Y!]Y8@2^0K<0>A9+*PPV:*!G\Q3@_:#OT86= M#7)95&9\AS,<;N=@TR3T9LIY$F^NK%.+']!87T+R%HW!B_0M)WY<901[A@/T'!/DC#PL;XMNQYB>UR? MRW2,YBB1^BSI0R!5H8,4SR!PR8+F>A> ##>)^C]] V*Z-A@)\G?9?QT= %/B M(HS$Z 7E4%%BHS^W5=FN!)64CR"LCQM7VM'3"">T7-!ZT9X^&_2B^2\;U"7G M&6MCJ/I4.7JS%/DM&2%H[:AZ&W4B=#ETDRB.^W90$,2H2Z=&#?AF(OH#T1>[ MO#H>FF^869M8PI#([T1#[>^'OU$1;2=@#*G$6G1UP-HJ15U2 MZZ>@U,;Z+G6>$M+;+;YLU.!5Q_O(X2\F)3&$14_?HH!OUKB3/?(.MROR5[Y\ M+@Y'9VW+"#-,SEBP>U1_7.FB!FT]A9]M1@7YO&QZ&&]J&'(HRK%NZ85)B&5>/9AW+,08LT+GR+F?Q4(Q.?MQ4K"SEH(C-& M5-\#7*)3Q'/EO06!";@X6Z(.##!28TT66+TF_!5,9Y+6G MLQ@5D514Q2+?@SS;U)X%1N:24T >,CQDG%[P0P"[S>(;MG*5_ C:;A$Z>ZP5 M\D7\48RR@G DGYW\PD:F7$E V#6\5]FX'.B7K&)V7]\9BMUUIP6SJ,!R95 M0+[D!G7@,(J"3T$I>N) ?ECTMUXR9]RS&]FX,]B^=;@>1 Y4$)_QR+OCBZ!! M]NUNB;1P3._MZKLHR1CE6'OTH"GX%XE4..78J)D4<@@53PPJ MA9I_Z*D;=F.)@+3$("NSY& )'GWP/N=S0=L@3+K;%CI>A3F<8/W%NH-R;%9< MNZ);!PSY3B)TV^],+H/3O+LC[/OD#% M C] YM0Y[/EFOC(0DL!8J*"Y^]A3_75,?&YS'@P")2J6(H$& MBEP4J1)]N!4N%%U/-=L>X0QI8ES,UK[MA .-=8?:FN]+08&+3NZV1C63 F>B MFY:4=^$ R6P^(I+KI+C[/0(D5Q7J P@O_5XN4]&)H+ R,F? MF+F=,O+*Z(&(DVP4DE$H74 \F@JX MM7-4HZJSCB(_G[JB4P<\K3@U>DV^;_T1K&)RP3+#9T<)?$0L'_ /"2YUMH/1 MO\QK'_*"D\;TE#,EX52:%2 M7M6@;Q9Y/WLK\9P%SD?P=-!'$+[N#..W8#YB*E#:5031 BP<] 7VE(:EEY:\ MVT)C ?24LW#-AH)3[+"(,&Y1X\^H1JFPJD(.SV$1<8&6:-7A!Q]/)"A,X3&# MMTR7K*_Q8%9E,ZM2SAM!2?YTJ//U,$'$5'Q 7X0[.O/(/BN%'<+(S,K@5(61 M&3DF%HSA4:J7LN#+LS=G)^.(Z&9^<7+Z_N#Z[^"&YNCP_.SD[ M[:7B3U#:@3UW.4\FF.> RDUA)R([G)S9_6*'XY':?=H$BY3(,*,"V$)\XZ@P M8[(=P8T<-:8$AA(49HR5S" O"5MB[4.MXT5 M(,\T7Z'7W2708*WW2J)/"&74\F$DJ@,C+ 0ML *(V$C)#^/QE?5B4_H ";*E MM\B\Z"1]]Y?54#(*J"["_)%(L:XLP38"]-$8],PI4/X1)7.]T[=8UHHC3@[^ MCW5KGIZ,2"/%@(<_*PGWLL&R&!*YBQ)K'E Y1,N<8LXN,]HN7'G0W013!($' M?G=.2%++O $ IKV@APMW5'8OM;<1,MGZL*Q,R&>(' M#-@0_@84&![%K K$=@Z46R/#QTG$4;> 56D**>"5=L'Q5.=Z)'6($L3*2+T#:0(/&L^ACDYJ6@5P8PJFZU<' M?\+OU+8I@D(A0PX&T"%DV>SN%QF1KT.3,P$353N%*\H6KA F /D8;,B)+\PH M _+>:J!F;M9*T(]+V;N?OQ1E-_O4O"6V"-EA+56""NZ,DE.L>,*PUVU5/@#0 M3.:5'_#(*3U+^+.6#Y+P Y?D'X03_:SK2+#(I!4ORQE7((G3^H_M<@7(637J MLJV!KOC'R^\G81XV%P517+')/@!YS^Z!:6)Y,&I PMI! MY3#1?P+T/1Q6V=:..2K?^2DJ9J5]%R@&QCD"QVC/8,FU]S95T4:AE^O::P%\R5S!9= 1?UT[="=BQY,&&5&+!A L'39MCN39X3-[(EEU MDP&$#RX_+K0D>YO,'"?>E.\XQG@)"0O1UQ"C<37 8B1YAK.N&-$ ( Q+9F82 MP[?PHQIS.Z+3C*7)3%C<2>X$QS*E.EP&]9#"T))QG,/ ,\O\6?"]30 ML^D=JJ KKF.]F?^_(8KM!2=E>O0$%:->; M#[G0#TC-N)2 E2M/#Z/X#AQ.+?%)4UCD)MHCG,PI%P.==EQ@@ H'HAF6[F5= M*VV@ZLU4L"FO@JTR>H.D*<,;-6&>EVMJ4C]M3!E!Y4>#]XED-N%Z" I/J,= MP?S>GD4W#F^XWA0-1Y-^4*X:*K20@R3[;F:R!S@S>&4C!:J[O C'("]"@[ I M#H:Q *G?^O)H,>*N-.O).?WAOB3.$\:FT0=D"D#$,^MM@X<A49FUM MM955B4Z.G**/?-)3=D<[HE,>_ZF11[ZO-;)NK*=?$B(@PK+]8VM!!E1R5$+1 MUF!OG#&-A+3"TKR2C\C-0AE,@*M&IC -$IM23* HD!!]Q56,4H C7OBI[[OB MSA]&#G)W!5L+,/1-T_-91@U!%U[M+Z="EU8K"S A_F365C:*;ENSK<0?_C;# M:A[EP# +-/.@VLOQ"?Q2SN[Y<#!&;$9F]8:"YY;5Y29RS)*AC$92[:((H6) MFM9:SUB:AV#,JVF[Y.B-G)#^F%.YWR;X!:J#\"RW.S+8R-=.*:^ /F0.2]:0 M62T:=FCQ3&TW"68$&<@B#0:%N,O\LAS1GQE=,)SZ8 M%VNGWW1-&WMN(VINH:SIAZ<(J@JAC,_PS69K,ES!BJN: UJ_JZ:P# @VD@/? M@"7Z98E@-FB-#C'L.RFEB2DS?M/4@,IVT3SI+F6D? ?F+)]YXTDCE7C4$(W8JFW&T5*Z@;';\!!, M811U^&2,LTH[)VPLULJT/A%WRV"$.JSG$VH6KZI7?,AM>@"ZU6T_==ZDTFCJ MFT:9Y*H?9=ZX#.ZWI#BA*$28)1:Y>4Y53U]B]Y'A*5W+P7-93BR//R'3302] M<>*-)S;=.;DN5_E4O7QVZ/)6*=?I&I=FS4:3?&3JC K3:L-CJZ)X8SX+9DK$ M%+YP ^P^=(!P:.8E7 TR\(H!WAISW)=X-[IY0-_< %LR%7+8;XK5M( MT1ZPM9J+#U 10*46A3>?3B-%*];-$CM#?S0PUUHPL]SZT#2";].X(O"^:P%8LHBPX6^0>]6!]@(LT! M6J?\=0VO9)RINR([.%N:@#EZ5K*/1"/D-#XR9HWN;T[G8 MBG\-S_L74$3J62YA&MH'22@7#MFP56)X\3M,FTYS;:A7J5V]&D9& M8M'F0+%LE[5&C#^;?<*0#WIQ;U0I073%_?/8XT )C4XH2;KOK^%U]G#]0C?&NB;*$6/K4*!GJ M.DG\S?A092'B)+-E[L.='KL+V];849*M.JT;2TGCYF9?RG5PE!UMJ)<<-Q'< M"BL&>MH^]<9$#V =UL61_JVF4B%?>^PT=?P-;2B*?Y@U8MBO!!NFXMXODB5M M(2)FL\4C20$Q.!BZ9T9JS.H!,N_4-O&,4TG.0:7-NZ*0SM&<6DF2!R M#BR\X6Q@;D]$!1/H'V-FCX4>TO[J#;-=4P.!_G7X7 KLIZ6@._9-.7Y.35%V MPAK3%PY9<9535SCB5HCT>(94GN2JF#TN?J.!7]WK,*LRMXR]E-H*7RXC;&A< MSHN4U([D3997RJ:!A= QQX*\DL*V0;I85\C$M7KCD\ 2$\S%H:_*U3/'FNUR[EP,7=T#3Z*$X?,A:SJJ(8L-&@P"XRD6*K$_BQ MXL ,QNP>& R#EDI<(8UDH%H7 P>^1\D[/25M2IDNY+%8A.M1IJP\EB,U.5ND M@;)>QB.Y4!BV$;0AAC3,.BD+^/?4N(. %3KUCCR\9(F0]H:L2F5.,3/\N(@> M;LS=U,L+.KLXNSX;GR=7[[\_/SM)+M^\.7UW=O%#O_UQU$[OOO9TI 8&Q%8C ME.^A-CL@0FJC_%*OXQ\W]9+20VE=XO6E"W+Q1\DI6MJ4EB_\A2Q9](@Q^^M( M*8[BP>.#NPQ[5,W)>69ZW!G7@*Q7VO:X=#Z:[ 'DJD["5TQJ,F&UDM =JL9F M X,+2FPF(+LZO9T>C9X?AB*OU\OVW=E/X^O3Y.I\?$*]A/O-TSZ,C"+OVV<9ZMKN-ZWVGO-YW'JNU?K^>GN)Z(6YH^09@ M=ST.!]]+*2,IF"""DW9"P9#!X0(T279#$[4+FK!YL0I:(^,4FWK>H::6S6;. M7=C_7$Y8==-DAE,2N_7IOTZ94ZJ"]9F.3%XGP$T;E>J!5H3OANJEL+)BS^FQ MJA_4:!#7 HI CMX%[/J'CFSK;I"%%F6_%$AY!0?;:F]L-FVLT=GP MXMC,WT0RJ'A2(]ZI*TL-^:"H"XNU,<"9F>]0OIQ*_:[K [QI)0+I@)%28W$\ M#-N:R%++=B21W!=N.0$KPH&HDS)H:L;#"?C&XU/&PE-IE$@%P&8U.]17><:1 M2>TQ.30, 3Q1, :"5@0[K%XV:SJ=9:1D4X4/6@<2:J1=%@=B8&;-IK4;%EO:9-0UTN-06P&NZ-P$5W MZI/GW0HD5[!O-]]I/RD)/@:," )2RDT=DJ 565T"U#I&!#TY_>[T'"3LZ^1J M_.[Z+\GUN_'%9'P2[8G^3IR65Y2![[6)K#=<1O%\I(9GZ/;2N"Q4WW$3:F3V MHIY0KO8N].EY $*M+ZCA,JI5N)H@B7J;F#4R]C+67];04D[8M8KL%0O%KY'!T' M/>FH.Q!GPXL;4QREH)VAL)8E9W+S^HA16$%R#4^S8;^?@0 'GB/C'-<.B7@KT?/ RUA &ZHW,EQI$$W!/(48.DP0$%R8C:U< K\ MYIJ"J_[77CEB:B^1(.@H=WE$[V('OR;3!, Y=R0O_+ZUW5.L.\C=:ZIAYF2A M'C;MGTM!11KT_C1+PSINH(HU-FP"@I6V/:L?3Z!R4^.I#9JX M/G#?BM0_NTC6?Y"1X1'0)@H)&J$.W+\0G(Q_DJY[8->(II,B1XEG;%?""$@= MRCC( P;\7'NRX,D1RP+J/87Y=-C\.,/^,V!,>+ED 'B0CQGYH$AW#$ ->$45 MX*/$W:6H^*XEVM7QMXFORN"@9[[BT5LSU(B_>QD OA)U+5 "J'@7 M4G/>7SRB]5NVP&D47< ^SDTRZ[;M<\ MGVO2B,,9E$2UBP,;H;X!5+8AM=8V2NY(B#^VL'=QF+_:PNJ[G&BV2?+&UVFB M4WC;H]]M-FS1OF'[L7L(1@8K%2O8YR5F$?OU^>0=Z/8;YVLDD2\PE9D#\7FC MR=WZI*9[(>ZIS\,]'Y_,31E"=$.M]A!=A1_X:*K(H>3N-8G4_;4%<60]Z],H MIW>(&B:HV5E/6!*8V9Y07/(RU+_NBF>Q=W)U6A]0J1]Z0_JXB*$C M@/8#:'$/DN5 .=A,+FU11([.W8YLH?.*4"R'2B09'='!,HG= M%%5$92I3$!:(TA3(K_'\LO; 7$_FU(I0_XZ%9G"5LNU.B/C!R[X#:X],[Z;0?B"(*.6D( =/+KM$(<%&_(:+,-"PGCT75C/\3&CESZ^/;MV36&.OHW6;OKFQ/C;^F^ M\V*DO!'L#?043G_'G9+\0%@6UB69UG.6T06*3[34U"%E'3?KT@TXH/:$]O/* M=\XZO7H_]C7[;;=^&G1FI9XKKBNKP5SVZ HMB'0P?:>!+FH/G^)DM'T5Y/\, MNJ)[1\( 9VH*H5B':2"=0:A4@PF^>2AAE\N,S$<_0P=+>S%YWSWM=O57]@(! M[G)JYXO<"1&X HS=+ZQRE=_>K@]NLND'$TR/8577XQ\ PBOHX KDT++C<5Q&Y[3C5+:/:K#@0"78 N^'EV]'RP!TNG4=1FF@IKY_SCL U2 MV(DL$?WX;7D$I,&>,*2(4(J\]FIN)U\BW0K.GN0?Y4ESYX? MH*=#LK;\T"53RE-WZ[S3%)B94'X0=1@*/(2F"FFP)E^ZH]IF94$!!0IGR;WE MK$S3A)\];<'JR: @32&3FV]C(]&) ;W#\6">1[)W/#K\C:V4[5^FMBFFA8X= M=V-3A.)#Z'884.8RT,6"YS*8((/!+O/IZ'EGF6K79:+*YMT;M0=_BJ+S*CT4 MUW'>;\ TX/$5W,AKU7/Z@D[WG@<^'!T^=QT5O1FM:F7W$@ A>//HN=@I,PV$ M(BU^;>R/NIZAOF4M@4]9O/-8[QO91:A#C-+T2*(Z96RCA4?GI2F\.;MX-]XG MYH-%%7D=9LKE_IT+4O*UZ1(FYA%^F2W))J)S6_[=6QCR$H69VGS#B*E5<_=@ M#3CN>G<)DC\V=*/W.Z)PCMV?^0Q1KV( M+Z#..@7I1+F?-J?-ZSD:WBV"O\5-LA>II&B*N/"#K7P>F4EZ_=0+(!M)&U.. MX0S=BYKX-\R*">H;NG?;TDYX14'."39YQC8AUE'L!14-QF'8!IF';"4&HF]) MN&,4!'[OK&F7=:C837HR'UW=%7JS."F9B\NGUBJBXOJ"^:TN;-\!D4*2;!NX M_IEMX9T%G3:AIK^HM :F[&=#U=U[S9)=T+R;Q&M;.TOMT?:NGL8MX-W$*A&I M G-2306@[?[Z]-WDM\GIG]^?7?^E M^\[+D?)?,V**7X9S-B6H%#ND6UR L/B/GYW!I:X[%3L.\MUDA=^I__K/;UZ\ M_.9;KK<#'JU,9WB)SWYKW^AX+("FCGR/1?BB.("D%)Q]:S9]C71?]SZQ]2S! M",.RQ79X2M)KS/[9OX5<&/OPP^)D#2Y1R@V6STV6)R;ISCEYS 8?DR^+/;X* M8X^;@X0J&P@1BK8B/([EJG^Y@//G;?:OUQC1I%]B(#%IN":]54B2+CG>""VN M,,A,DO*0@82A2LY.CEZI&4\2\4UX5"H>G*]J'MR_1=-KQ*1T?? ]C<7K M-'FG/3/%6*D8L+1)#5S76M_YO094;$)X/BLQ2X&P5&1'F%\5]I;R[E;T#\#3 M'I! .]F<1':V9&@ ?&&66S?#S7H+166U87'4G\2A$/0S4/[]$)ZKL+0W;-G( M>3>:;@++4AJ#5R#-1(<-S'?K'/(;E@9!?-IH,8TG3 O$N,LO=4P( M0-F]R2='EB$[HPE]CT#GPD>LZB)5L]9-L]#!:GOIK;_"32?*=?(/AO;:2S=W M6[OUI[YKZR%(>>,[T?@""TD,(<*C$56\/[L9(:5V+@9DZV"+9LV,7TV$0O686 ;KWTFK[[5&_GX =4O^,#3EW MK[#O:6>\,-G@GLK/.=W*#,MM.?BL_=P^8D6L1[MX3Z3E@[@CC4RPWJUHUY8' MYN/HN 2?4JPYT,3" ]YT$[*-4WM[C1?H<5 #ZY#(@=4% MF&NJS\S=$JSK@DD]"%P?N'RP[T$,,79N8+MG^N#N=P>AUK:(VGX/S>A+C_UO M'_O?/O:_W8SNC_UO'_O?/O:_Y8KMKA YC;?6&WKML6NN5R3UV#7WL6ON8]?< MQZZYCUUS'[OF/G;-_<*NN5V-XSV/9ON#1IX_-MD==-<\-ME];+(;:[+;2U&E MYDF1GKNQ%_]MFO-V-__8J_=7[=7;[Q4TMV_H^MO5];.O[V-;WL:WO M8UO?Q[:^_Q9M?;N*@&FIVVM*&GGQL1WP8SO@QW; ;JW_K'; _0+(X1:^&]]] M["3\_V8GX>ZAO0D:!D=[_L8^>>Q%W$M;^-Q>Q/V>;T%#X6B48^B;?\=VQJ]/ M)R?OSJZPNQVF;%V^^V%\:PW6 M"2C'%Y@RB#OJ)7"]UM-1E&K'(]IA5XK419 G#JK,TDI2Q2PX1 T0.5=;'(JMHEN>\G M_T@<(+KSOI6<_; $)!S6!OM0^M@\]ZE+@NUE5V*YSF]ZW8R#*7RUZ;YLPIKP M7HO$Z(!C:SPXDQV&O&5W!_&J_GFAS6^[QL8VXR?Z^C^SR.T.N)?OJQ--W>2P MF99-JI*&;TY@MQ5R?#)*\H%37A#SC#GIF:K9?SZ\@Z9WJ:1D@R+G85B*IJDX;J27%]536%^+;3HC M1A"I1AA29 D\D.;LYZN+)8X:E#3^H\)N%\VO-$8M6%)BBX@YBO.[O-:2DNCY M*?39QF/U4-C3O$ /-P-$>NTHFM@&6^]58?I)'!SC6F9YP2+.VV0G<=[* MDIL2X\3H&""7>UEA]R&N8E2BFJ-"!IA[#R<*;*5:!X"0<:E/6$;1(XJ-NO,/ M=1RW?+^#'^Z%JAE=@HUJ2I.EP'WN%EG.U::LXY:5'POPKMM%- SY78Q\/R0& MA^1@ \H&&G9/O=V"3Z=AL5Q<4]T"7,K6P+100V(#2C37TWX1I_A46M]ZM<< MM'NH?I (NOTZU+1[*_.!!0ZLAG'A*(X+1#U' P_#GJ])I.?KT-H[7\:,K!Z; M -CT.E,.CN^ZE\-!YROKX-]B1,ST3>/Y.6QR1<_:I/L98FTR_SGM/)712X-V MGKNU'?WB=IXJULYSE^-[;SM6[GZ07E#IIG%.W2'N&W:Z_RILSO;5_B?)H8M> ME,#6_?87<-7KDB]")/[ZK['>3V$61E,#U@>J:R]M;7WPV';]5VN[+IN1>2GJ'U^>\Y/TDHN,1HYMM'(2Z;G8 ]> M_'&[QA%7%;?PCFA;NH@ND/R+N]LE_]+N=I^VS,_I;G?T[,4N_>'^9$!3D#TO["DX(W!=06JSTYLX#BF\;R/ M4G[<% GG]-&QIZ\ #49B,I_KHS%MZ'8[I*V^HEAOK5T<-7[8+!4_>O>='\/> MRQL5)Y_-*2D;H.+%.6D;V "7\HR^#,<&W3OA;3]#KQF!C5'I7J2,]-$>#$Y[ M-T_:YBN?$33L2+RP+YGMY M>/5U73??_0]02P,$% @ 284I3+L;V/1+ @ 7PL T !X;"]S='EL M97,N>&ULU5;;:MM $/V595U* B62G-BAC21H X%"&P+Q0]_"6AI)"WM15RO7 MSM=W+[K8+NG%;4KL!VOFS,Z9LQ=I-F[TAL%]!:#1FC/1)+C2NGX7!$U6 2?- MF:Q!F$@A%2?:N*H,FEH!R1N;Q%DP#<-YP D5.(U%RV^X;E F6Z$3?#% R.=? MRQP2_'#R^FLK]=4KY)^3-Y-)^'!ZM8^?N, I1I[C8Y[@:'Z!@]\G/0O-[TEF M%]VCG_TA_<_(]ZCG3U!WPPU3G[F7>&D3@VYMT[B08ESB<^P!PTPXH!5A";XF MC"X5M5D%X91M/#RU0":95$B;O365(XLTCSX<><]N>\?#J9#*U?85_/^R&[X7 MZ#TKD#(V")QB#Z1Q3;0&)6Z,XP8[\(<0ZNS%IC8*2T4VT72&QP3W,$664N6@ MAC(1[J$T9E!8.8J6E7UJ60>YOV,%Y4TY74'UHS'>%\>^C@3D%!U\Y? M%X, PT[JFFW>,UH*#GXRORP8'5@PC4E?!U52T4?#9X]*9@!0&*U :9IM(]\4 MJ1>PUOUQ6A>':IX>H>9_O2W5=E7_#+6M7G MEFB;\!&(G!V#R/DQB'SNUR;H.N-6^]UIO@.*EBUEFHI.;D7S'+P>>_M)\*V] M5K&=%CCV8$.OR=+<=G?X36X.!6F9OK-3=,$$C_8G*SR:#Z,6 T6"1_LSY+3E M;UW!\4J=?@=02P,$% @ 284I3/5*2TR @ Y X \ !X;"]W;W)K M8F]O:RYX;6S%EUMOVR 8AO\*\LVZFSGDU(.:2,0F+9J#/4,J97Y&7S;W4$6 MHOE4'66IG^RKNA"M'M;?_.982Y$U!RG;(O>'@\'4+X0JO?GM>:^D]N>WWMM)K/="_FF0S#^K[5K3Z-\^J M4=M<>J"^4?I!33+8@;N##&(:8LIP"!8H0C3 @-UCS,'%NA1/F3(@AQ;(X7M" MC@S(D05R]+\@&4<4TX,R"L+Y)5;2$())R@"R7H1D4"S+G%*Z)T!=VV!NW8+EZ3D M09]!D$0HZ$^B&=L#6VX/W(*E.-)<(4A0RC> IX@R%'2GCYF$5K,X5\MJ17A7 MLU=(-H] QR)A/ X^W\=1B%/V > O:\(W)IM-']"Q/]AZP311%W;XX?>BV90! M'3O#&B+0= :T20,ZMH8UD.'4Q+1I SKVAKV:ER:F31S0L3G>"&5P$>B"<&^2.F+!GOM5\;B,-ZIC.MU&"]=+:TN+KI&J=(TDVX^0YR.\YG) MN M5/PN$/)QD(H'*?:@=3QHS1ZTB0=MV(.V\: M>U 6#\K8@W;QH!U[T#X>M&BM";\6OMR+T5O_PK4U];//KK69Z^T8[+-^#:X?:+UUR M-_QIS0QN'VX=+I\Q37VZ?Z9T&+>@G(Z+ORG3U)\(>???>?H&4$L#!!0 ( M $F%*4Q.%38-;P$ (P/ 3 6T-O;G1E;G1?5'EP97-=+GAM;,V774_" M,!2&_\JR6\-*I^)'@!OU5DGT#]3VC#7T*VU!^/=V!4PD,\$ R;E9UY[3]SSM M3MYDXX^-@U"LM3)A4K8QND=" F]!LU!9!R9%&NLUBVGJY\0QOF!S(/5P."+< MF@@F#F*G44['S]"PI8K%TW:]DYZ4S#DE.8O2&K(RXD!TL!.L/*B<$UKIPE5* M*(N7=5():6U2IF@HR1$5#C=V\[3O;07>2P'_0K--(SD(RY M5'#?#=QZ&#B?HC[*GN,EI%F*!M(EGO.(T+6. '%4\21]N0_[9?TBO_==^$\P MD#R<=NOGXZB1<%PCX;A!PG&+A&.$A.,."<<]$HX')!QTB 4$BZ-2+)9*L7@J MQ6*J%(NK4BRV2K'X*L5BK!2+L]98G+7&XJSU!9TUCY5FTOQ%\FGM8E^?Y)_P MZ3=02P$"% ,4 " !)A2E,'R// \ 3 @ "P @ $ M 7W)E;',O+G)E;'-02P$"% ,4 " !)A2E,9O,+8(( "Q $ M @ 'I 9&]C4')O<',O87!P+GAM;%!+ 0(4 Q0 ( $F% M*4SPVUM-[@ "L" 1 " 9D! !D;V-0&UL4$L! A0#% @ 284I3'X-?W2* M @ 1PD !@ ( !]P@ 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ 284I3$]1QODC @ - 8 !@ M ( !XQ 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0# M% @ 284I3-O;-0.T 0 S@, !@ ( !NQ< 'AL+W=O M0.G&PO=V]R:W-H965T&UL4$L! A0#% @ 284I3)_!WG.S M 0 S@, !D ( !>!T 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ 284I3 _@P*"R 0 T0, !D M ( !-B, 'AL+W=O&PO=V]R M:W-H965T&UL M4$L! A0#% @ 284I3"3\B3SK @ SPP !D ( !=2D M 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ M284I3%+BVC'M 0 204 !D ( !$S$ 'AL+W=O%A( R !%W % @ &- M.P >&PO&POX=D(! "'#@ &@ M @ %B
&PO7W)E;',O=V]R:V)O;VLN>&UL+G)E;'-02P$"% ,4 M" !)A2E,3A4V#6\! ",#P $P @ '<= 6T-O;G1E;G1? @5'EP97-=+GAM;%!+!08 'P ? $L( !\=@ ! end XML 35 Show.js IDEA: XBRL DOCUMENT /** * Rivet Software Inc. * * @copyright Copyright (c) 2006-2011 Rivet Software, Inc. All rights reserved. * Version 2.4.0.3 * */ var Show = {}; Show.LastAR = null, Show.hideAR = function(){ Show.LastAR.style.display = 'none'; }; Show.showAR = function ( link, id, win ){ if( Show.LastAR ){ Show.hideAR(); } var ref = link; do { ref = ref.nextSibling; } while (ref && ref.nodeName != 'TABLE'); if (!ref || ref.nodeName != 'TABLE') { var tmp = win ? win.document.getElementById(id) : document.getElementById(id); if( tmp ){ ref = tmp.cloneNode(true); ref.id = ''; link.parentNode.appendChild(ref); } } if( ref ){ ref.style.display = 'block'; Show.LastAR = ref; } }; Show.toggleNext = function( link ){ var ref = link; do{ ref = ref.nextSibling; }while( ref.nodeName != 'DIV' ); if( ref.style && ref.style.display && ref.style.display == 'none' ){ ref.style.display = 'block'; if( link.textContent ){ link.textContent = link.textContent.replace( '+', '-' ); }else{ link.innerText = link.innerText.replace( '+', '-' ); } }else{ ref.style.display = 'none'; if( link.textContent ){ link.textContent = link.textContent.replace( '-', '+' ); }else{ link.innerText = link.innerText.replace( '-', '+' ); } } }; XML 36 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 38 FilingSummary.xml IDEA: XBRL DOCUMENT 3.8.0.1 html 36 106 1 true 16 0 false 4 false false R1.htm 00000001 - Document - Document and Entity Information Sheet http://lacqu.com/role/DocumentAndEntityInformation Document and Entity Information Cover 1 false false R2.htm 00000002 - Statement - CONDENSED BALANCE SHEET (Unaudited) Sheet http://lacqu.com/role/CondensedBalanceSheet CONDENSED BALANCE SHEET (Unaudited) Statements 2 false false R3.htm 00000003 - Statement - CONDENSED BALANCE SHEET (Unaudited) (Parenthetical) Sheet http://lacqu.com/role/CondensedBalanceSheetParenthetical CONDENSED BALANCE SHEET (Unaudited) (Parenthetical) Statements 3 false false R4.htm 00000004 - Statement - CONDENSED STATEMENT OF OPERATIONS (Unaudited) Sheet http://lacqu.com/role/CondensedStatementOfOperations CONDENSED STATEMENT OF OPERATIONS (Unaudited) Statements 4 false false R5.htm 00000005 - Statement - CONDENSED STATEMENT OF OPERATIONS (Unaudited) (Parenthetical) Sheet http://lacqu.com/role/CondensedStatementOfOperationsParenthetical CONDENSED STATEMENT OF OPERATIONS (Unaudited) (Parenthetical) Statements 5 false false R6.htm 00000006 - Statement - CONDENSED STATEMENT OF CASH FLOWS (Unaudited) Sheet http://lacqu.com/role/CondensedStatementOfCashFlows CONDENSED STATEMENT OF CASH FLOWS (Unaudited) Statements 6 false false R7.htm 00000007 - Disclosure - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Sheet http://lacqu.com/role/DescriptionOfOrganizationAndBusinessOperations DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Notes 7 false false R8.htm 00000008 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Sheet http://lacqu.com/role/SummaryOfSignificantAccountingPolicies SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Notes 8 false false R9.htm 00000009 - Disclosure - INITIAL PUBLIC OFFERING Sheet http://lacqu.com/role/InitialPublicOffering INITIAL PUBLIC OFFERING Notes 9 false false R10.htm 00000010 - Disclosure - PRIVATE PLACEMENT Sheet http://lacqu.com/role/PrivatePlacement PRIVATE PLACEMENT Notes 10 false false R11.htm 00000011 - Disclosure - RELATED PARTY TRANSACTIONS Sheet http://lacqu.com/role/RelatedPartyTransactions RELATED PARTY TRANSACTIONS Notes 11 false false R12.htm 00000012 - Disclosure - COMMITMENTS Sheet http://lacqu.com/role/Commitments COMMITMENTS Notes 12 false false R13.htm 00000013 - Disclosure - STOCKHOLDERS' EQUITY Sheet http://lacqu.com/role/StockholdersEquity STOCKHOLDERS' EQUITY Notes 13 false false R14.htm 00000014 - Disclosure - SUBSEQUENT EVENTS Sheet http://lacqu.com/role/SubsequentEvents SUBSEQUENT EVENTS Notes 14 false false R15.htm 00000015 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) Sheet http://lacqu.com/role/SummaryOfSignificantAccountingPoliciesPolicies SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) Policies 15 false false R16.htm 00000016 - Disclosure - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) Sheet http://lacqu.com/role/DescriptionOfOrganizationAndBusinessOperationsDetailsNarrative DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) Details http://lacqu.com/role/DescriptionOfOrganizationAndBusinessOperations 16 false false R17.htm 00000017 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) Sheet http://lacqu.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) Details http://lacqu.com/role/SummaryOfSignificantAccountingPoliciesPolicies 17 false false R18.htm 00000018 - Disclosure - INITIAL PUBLIC OFFERING (Details Narrative) Sheet http://lacqu.com/role/InitialPublicOfferingDetailsNarrative INITIAL PUBLIC OFFERING (Details Narrative) Details http://lacqu.com/role/InitialPublicOffering 18 false false R19.htm 00000019 - Disclosure - PRIVATE PLACEMENT (Details Narrative) Sheet http://lacqu.com/role/PrivatePlacementDetailsNarrative PRIVATE PLACEMENT (Details Narrative) Details http://lacqu.com/role/PrivatePlacement 19 false false R20.htm 00000020 - Disclosure - RELATED PARTY TRANSACTIONS (Details Narrative) Sheet http://lacqu.com/role/RelatedPartyTransactionsDetailsNarrative RELATED PARTY TRANSACTIONS (Details Narrative) Details http://lacqu.com/role/RelatedPartyTransactions 20 false false R21.htm 00000021 - Disclosure - COMMITMENTS (Details Narrative) Sheet http://lacqu.com/role/CommitmentsDetailsNarrative COMMITMENTS (Details Narrative) Details http://lacqu.com/role/Commitments 21 false false R22.htm 00000022 - Disclosure - STOCKHOLDERS' EQUITY (Details Narrative) Sheet http://lacqu.com/role/StockholdersEquityDetailsNarrative STOCKHOLDERS' EQUITY (Details Narrative) Details http://lacqu.com/role/StockholdersEquity 22 false false All Reports Book All Reports lacqu-20170930.xml lacqu-20170930.xsd lacqu-20170930_cal.xml lacqu-20170930_def.xml lacqu-20170930_lab.xml lacqu-20170930_pre.xml http://fasb.org/us-gaap/2017-01-31 http://xbrl.sec.gov/dei/2014-01-31 true true ZIP 40 0001615774-18-000221-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001615774-18-000221-xbrl.zip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end