Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 08, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Landcadia Holdings, Inc. | |
Entity Central Index Key | 1,653,247 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | LCA | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 23,278,841 | |
Common Class F [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,250,000 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 227,941 | $ 571,748 |
Prepaid expenses | 13,514 | 43,698 |
Total current assets | 241,455 | 615,446 |
Cash, cash equivalents, and accrued interest held in trust account | 235,813,316 | 252,054,977 |
Total assets | 236,054,771 | 252,670,423 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 52,643 | 12,747 |
Income tax payable | 270,962 | 448,099 |
Total current liabilities | 323,605 | 460,846 |
Deferred underwriting commissions | 8,750,000 | 8,750,000 |
Total liabilities | 9,073,605 | 9,210,846 |
Class A common stock subject to possible redemption, 21,913,368 and 23,651,543 shares at redemption value of approximately $10.13 and $10.08, respectively | 221,981,156 | 238,459,567 |
Stockholders' equity: | ||
Preferred stock, $0.0001 par value, 1,000,000 authorized, no shares issued or outstanding | 0 | 0 |
Common stock: | ||
Additional paid-in capital | 3,203,818 | 4,145,833 |
Retained earnings | 1,795,430 | 853,417 |
Total stockholders' equity | 5,000,010 | 5,000,010 |
Total liabilities and stockholders' equity | 236,054,771 | 252,670,423 |
Common Class A [Member] | ||
Common stock: | ||
Common Stock, Value, Issued | 137 | 135 |
Common Class F [Member] | ||
Common stock: | ||
Common Stock, Value, Issued | $ 625 | $ 625 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary Equity, Shares Outstanding | 21,913,368 | 23,651,543 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 1,365,473 | 1,348,457 |
Common Stock, Shares, Outstanding | 1,365,473 | 1,348,457 |
Common Class A [Member] | Common Stock Subject to Mandatory Redemption [Member] | ||
Temporary Equity, Shares Outstanding | 21,913,368 | 23,651,543 |
Temporary Equity, Redemption Price Per Share | $ 10.13 | $ 10.08 |
Common Class F [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Shares, Issued | 6,250,000 | 6,250,000 |
Common Stock, Shares, Outstanding | 6,250,000 | 6,250,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Expenses: | ||||
General and administrative expenses | $ 183,348 | $ 33,704 | $ 413,888 | $ 290,118 |
Loss from operations | (183,348) | (33,704) | (413,888) | (290,118) |
Other income: | ||||
Interest income | 831,511 | 379,562 | 1,621,597 | 643,790 |
Income before taxes | 648,163 | 345,858 | 1,207,709 | 353,672 |
Tax provision | (159,053) | (124,006) | (265,696) | (124,006) |
Net income | $ 489,110 | $ 221,852 | $ 942,013 | $ 229,666 |
Basic and diluted loss per share: | ||||
Loss per share available to common shares | $ (0.02) | $ 0 | $ (0.04) | $ (0.03) |
Basic and diluted weighted average number of shares | 7,623,457 | 7,544,192 | 7,616,014 | 7,534,030 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 942,013 | $ 229,666 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Trust account interest income | (1,621,597) | (643,790) |
Changes in operating assets and liabilities: | ||
Decrease (increase) in prepaid expenses | 30,184 | 54,549 |
Increase (decrease) in accounts payable and accrued liabilities | 39,897 | 65,373 |
Increase (decrease) in income taxes payable | (177,137) | 0 |
Net cash used in operating activities | (786,640) | (294,202) |
Cash flows from investing activities: | ||
Cash provided by trust for redeemed shares and tax payments | 17,863,258 | 0 |
Net cash from investing activities | 17,863,258 | 0 |
Cash flows used in financing activities: | ||
Payment for redeemed shares | (17,420,425) | 0 |
Net cash used in financing activities | (17,420,425) | 0 |
Net decrease in cash and cash equivalents | (343,807) | (294,202) |
Cash and cash equivalents at beginning of period | 571,748 | 1,063,350 |
Cash and cash equivalents at end of period. | 227,941 | 769,148 |
Supplemental information: | ||
Cash paid for taxes | 442,833 | 0 |
Supplemental schedule of non-cash financing activities: | ||
Change in value of common shares subject to possible conversion | $ 942,013 | $ 229,666 |
Nature of Business
Nature of Business | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations [Text Block] | 1. Nature of Business Business Landcadia Holdings, Inc., a Delaware corporation (the “Company”), was incorporated on November 19, 2008 as Leucadia Development Corporation, and changed its name to Landcadia Holdings, Inc. on September 15, 2015. The Company is an emerging growth company as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act and, as such, is subject to all the risks associated with emerging growth companies. The Company has not had any significant operations to date. The Company is a blank-check company formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (the “Business Combination”) with one or more operating businesses. All activity for the quarter ending June 30, 2018 relates to the Company’s ongoing business expenses and costs associated with locating a suitable Business Combination. There is no assurance that its plans to consummate a Business Combination will be successful within the target business acquisition period, as described herein. On May 16, 2018, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Landcadia Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Waitr Incorporated, a Louisiana corporation (“Waitr”), pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, Waitr will merge with and into Merger Sub, with Merger Sub surviving the merger in accordance with the Delaware General Corporation Law as a wholly owned direct subsidiary of the Company (the transactions contemplated by the Merger Agreement, the “Waitr Business Combination”). Upon the consummation of the Waitr Business Combination, the Company intends to change its name to Waitr Holdings Inc. and is expected to continue to trade on The Nasdaq Stock Market (“Nasdaq”). Waitr, founded in 2013 and based in Lake Charles, Louisiana, is a leader in on-demand food ordering and delivery. Its platform connects local restaurants to diners in underserved markets. For more information about the Merger Agreement, see Note 6. On May 30, 2018 the Company s stockholders approved an extension of the date by which the Company must consummate a Business Combination from June 1, 2018 to December 14, 2018 (the “Extension”). The Company requested the Extension in order to complete the Waitr Business Combination. Sponsors The Company’s sponsors are Fertitta Entertainment, Inc., a Texas corporation, (the “FEI Sponsor”), and Jefferies Financial Group Inc. (f/k/a Leucadia National Corporation), a New York corporation (the “JFG Sponsor”, and together with FEI Sponsor, the “Sponsors”). The FEI Sponsor is wholly owned by Tilman J. Fertitta, the Company’s Co-Chairman and Chief Executive Officer. Financing The registration statement for the Company’s public offering was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on May 25, 2016. The Company intends to finance its Business Combination in part with proceeds from the $250,000,000 public offering and the $7,000,000 private placement of sponsor warrants (“private placement”), see Notes 4 and 5. Upon the closing of the public offering and the private placement, on June 1, 2016, $250,000,000 was placed in a trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee. In connection with the Extension approved on May 30, 2018, 1,721,159 shares were redeemed, for a total value of $17,420,425. As of June 30, 2018, $235,813,316 remained in the Trust Account to be used for the Business Combination. Trust Account Funds held in the Trust Account can only be invested in permitted United States ‘‘government securities’’ within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Company’s second amended and restated certificate of incorporation, as amended (the “Certificate of Incorporation”), provides that, other than the withdrawal of interest to pay income taxes and franchise taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; or (ii) the redemption of any shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), included in the units sold in the public offering (“public shares”) properly tendered in connection with a stockholder vote to amend the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the Business Combination by December 14, 2018; or Initial Business Combination The initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account, excluding the deferred underwriting commissions and taxes payable on the income earned by the Trust Account, at the time of the agreement to enter into the initial Business Combination. The Company, after signing a definitive agreement for the Business Combination, is required to either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to commencement of the tender offer, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely at its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete the Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination. Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of the Business Combination and does not conduct redemptions in connection with the Business Combination pursuant to the tender offer rules, the Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the public offering. If the Company holds a stockholder vote in connection with the Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest but less taxes payable. As a result, such public shares are recorded at redemption value and classified as temporary equity following completion of the public offering (“Redeemable Shares”), in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB, ASC”) 480, ‘‘Distinguishing Liabilities from Equity.’’ The amount in the Trust Account was initially $10.00 per public share ($250,000,000 held in the Trust Account divided by 25,000,000 public shares). For further information regarding the Redeemable Shares, see Note 3. The Company has until December 14, 2018 to complete the Business Combination . If the Company does not complete the Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares for a per share pro rata portion of the Trust Account, including interest (less taxes payable and up to $50,000 of such net interest to pay dissolution expenses), and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The Sponsors and certain persons who received unregistered shares of Class F common stock of the Company (the ‘‘Initial Stockholders’’) have entered into letter agreements with the Company, pursuant to which they have waived their rights to participate in any redemption with respect to their shares of Class F common stock; however, if the Initial Stockholders or any of the Company’s officers, directors or affiliates acquire shares of Class A common stock in or after the public offering, they will be entitled to a pro rata share of the Trust Account in respect of such shares of Class A common stock upon the Company’s redemption or liquidation in the event the Company does not complete the Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the public offering. Pursuant to the letter agreements referenced above, the Initial Stockholders also agreed that, if the Company submits the Business Combination to the Company’s public stockholders for a vote, the Initial Stockholders will vote their founders shares (as defined below) and any public shares purchased during or after the public offering in favor of the Business Combination. Fiscal Year End The Company’s fiscal year ends on December 31. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation Our unaudited consolidated financial statements include the accounts of and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for these periods. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year period and should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. Use of Estimates The preparation of these financial statements 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a 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. 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. Cash consists of proceeds from the public offering and private placement held outside of the Trust Account and may be used to pay for business, legal and accounting due diligence for the Business Combination and continuing general and administrative expenses. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts with a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and the Company believes that it is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement and Disclosures,” approximates the carrying amounts represented in the balance sheet. Offering Costs The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering”. Offering costs of approximately $654,840, consisted of costs incurred in connection with the preparation of the public offering. These costs, together with $13,750,000 in underwriting commissions, have been charged to additional paid-in capital upon the closing of the public offering. For further discussion on underwriting commissions see Notes 4 and 5. Loss Per Common Share Basic loss per common share is computed by dividing net income applicable to common stockholders by the weighted average number of common shares outstanding during the period. All shares of Class F common stock are assumed to convert to shares of Class A common stock on a one-for-one basis. Consistent with FASB ASC 480, shares of Class A common stock subject to possible redemption, as well as their pro rata share of undistributed trust earnings consistent with the two-class method, have been excluded from the calculation of loss per common share for the three and six months ended June 30, 2018 and 2017. Such shares, if redeemed, only participate in their pro rata share of trust earnings, see Note 3. Diluted loss per share includes the incremental number of shares of common stock to be issued in connection with the conversion of Class F common stock or to settle warrants, as calculated using the treasury stock method. For the three and six months ending June 30, 2018 and 2017, the Company did not have any dilutive warrants, securities or other contracts that could, potentially, be exercised or converted into common stock. As a result, diluted loss per common share is the same as basic loss per common share for all periods presented. A reconciliation of net loss per common share as adjusted for the portion of income that is attributable to common stock subject to redemption is as follows: Three months ended, Six months ended, June 30, June 30, 2018 2017 2018 2017 Net income $ 489,110 $ 221,852 $ 942,013 $ 229,666 Less: Income attributable to common stock subject to possible redemption (633,013 ) (242,232 ) (1,276,368 ) (492,684 ) Net loss available to common shares $ (143,903 ) $ (20,380 ) $ (334,355 ) $ (263,018 ) Basic and diluted weighted average number of shares 7,623,457 7,544,192 7,616,014 7,534,030 Basic and diluted loss available to common shares $ (0.02 ) $ (0.00 ) $ (0.04 ) $ (0.03 ) Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC, 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. FASB ASC 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 as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2018 and December 31, 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 considers its major tax jurisdictions to be the United States and Texas and is subject to income tax examinations by these taxing authorities. The effective tax rate for the six months ended June 30, 2018 and 2017 was 22.0% and 35.1%, respectively. Subsequent Events We have evaluated subsequent events to determine if events or transactions occurring through August 8, 2018, the date the financial statements were issued, require potential adjustment to or disclosure in the financial statements. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 3. Stockholders’ Equity The Company is authorized to issue 221,000,000 shares of all classes of capital stock, of which 200,000,000 shares are Class A common stock, par value $0.0001 per share; 20,000,000 shares are Class F common stock, par value $0.0001 per share; and 1,000,000 shares are preferred stock, par value $0.0001 per share. As of June 30, 2018 and December 31, 2017, there were no shares of preferred stock issued or outstanding. As of June 30, 2018 and December 31, 2017, each of the Sponsors owned 50% of the 6,250,000 issued and outstanding shares of Class F common stock (“founders shares”). Redeemable Shares The Company has issued 25,000,000 shares of Class A common stock. All of the shares of Class A common stock sold as part of the public offering contain a redemption feature as defined in the public offering. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. The Certificate of Incorporation provides a minimum net tangible asset threshold of $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares will be affected by charges against additional paid-in capital. On May 30, 2018, the Company s stockholders approved the Extension of the date by which the Company must consummate a Business Combination from June 1, 2018 to December 14, 2018. The Company requested the Extension in order to complete the Waitr Business Combination. In connection with the Extension, 1,721,159 shares were redeemed, for a total value of $17,420,425. At June 30, 2018 and December 31, 2017, there were 23,278,841 and 25,000,000, respectively, shares of Class A common stock issued and outstanding. As of June 30, 2018 and December 31, 2017, the Company classified 21,913,368 and 23,651,543 public shares, respectively, as redeemable shares, classified outside of permanent equity, and, 1,365,473 and 1,348,457 public shares, respectively, as Class A common stock. For further information on the founders shares and sponsor warrants, see Note 5. |
Public Offering
Public Offering | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Public Offering [Text Block] | 4. Public Offering Public Units In the public offering, the Company sold 25,000,000 units at a price of $10.00 per unit. Each unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one redeemable warrant (each a “public warrant”). Under the terms of the warrant agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Business Combination covering the Class A common stock underlying the public warrants. Each public warrant entitles the holder to purchase one-half of one share of Class A common stock at a price of $5.75 ($11.50 per whole share). No fractional shares will be issued upon exercise of the public warrants. If, upon exercise of the public warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of Class A common stock to be issued to the public warrant holder. Each public warrant will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the closing of the public offering. However, if the Company does not complete the Business Combination on or prior to December 14, 2018, the public warrants will expire at such time. If the Company is unable to deliver registered shares of Class A common stock to the holder upon exercise of public warrants issued in connection with the units during the exercise period, there will be no net cash settlement of these public warrants and the public warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. Once the public warrants become exercisable, the Company may call the warrants for redemption: (i) in whole and not in part; (ii) at a price of $0.01 per public warrant; (iii) upon not less than 30 days prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and (iv) if, and only if, the reported closing price of the public shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the public warrant holders. Underwriting Commissions The Company paid an underwriting discount of $5,000,000 ($0.20 per unit sold) to the underwriters at the closing of the public offering, with an additional fee (“deferred discount”) of $8,750,000 ($0.35 per unit sold) payable upon the Company’s completion of the Business Combination. The deferred discount will be forfeited by the underwriters in the event that the Company is unable to complete the Business Combination and the subsequent liquidation of the Trust Account as described elsewhere herein. See Note 5 for further information on underwriting commissions. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 5. Related Party Transactions Founders Shares The founders shares are identical to the public shares included in the units sold in the public offering except that the founders shares are subject to certain transfer restrictions and the holders of the founders shares will have the right to elect all of the Company’s directors prior to the Business Combination. The Initial Stockholders collectively own 23% of the Company’s issued and outstanding shares after the public offering. The Initial Stockholders have agreed not to transfer, assign or sell any of their founders shares until one year after the completion of the Business Combination, or earlier if, subsequent to the Business Combination, (i) the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (ii) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property (“Lock Up Period”). The founders shares will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment as described in the prospectus relating to the public offering. In the case that additional shares of common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the public offering and related to the closing of the Business Combination, the ratio at which the founders shares shall convert into shares of Class A common stock will be adjusted so that the number of shares of Class A common stock issuable upon conversion of all founders shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares of common stock outstanding upon the completion of the public offering plus all additional shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination or pursuant to the sponsor warrants (as defined below). In no event will the founders shares convert into shares of Class A common stock at a ratio that is less than one-for-one. Public Units As a result of the public offering, Jefferies LLC, an affiliate of the JFG Sponsor, owns 638,561 units which consist of one share of Class A common stock and one public warrant. Sponsor Warrants The Sponsors have purchased an aggregate of 14,000,000 warrants (“sponsor warrants”) at a price of $0.50 per warrant ($7,000,000 in the aggregate) in the private placement that closed simultaneously with the closing of the public offering. A portion of the purchase price of the sponsor warrants has been added to the net proceeds from the public offering to be held in the Trust Account such that at closing of the public offering, $250,000,000 was placed in the Trust Account. Each sponsor warrant entitles the holder to purchase one-half of one share of Class A common stock at $5.75 per one-half share. The sponsor warrants (including the Class A common stock issuable upon exercise of the sponsor warrants) will not be transferable, assignable or salable until 30 days after the completion of the Business Combination and they will be non-redeemable so long as they are held by the initial purchasers of the sponsor warrants or their permitted transferees. If the sponsor warrants are held by someone other than the initial purchasers of the sponsor warrants or their permitted transferees, the sponsor warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the units sold in the public offering. Otherwise, the sponsor warrants have terms and provisions that are identical to those of the public warrants except that the sponsor warrants may be exercised on a cashless basis. If the Company does not complete the Business Combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the sponsor warrants issued to the Sponsors will expire worthless. Registration Rights The Initial Stockholders and holders of the sponsor warrants will be entitled to registration rights pursuant to a registration rights agreement to be signed on or before the date of the public offering. The Initial Stockholders and holders of the sponsor warrants will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have ‘‘piggy-back’’ registration rights to include their securities in other registration statements filed by the Company. 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. Underwriting Commissions The JFG Sponsor is an affiliate of Jefferies LLC, an underwriter of the public offering, and beneficially owns 50% of the founders shares. Jefferies LLC received an underwriting discount of $2,125,000 at the closing of the public offering, with an additional deferred discount of $3,718,750 payable from the Trust Account upon completion of the Business Combination. See Note 4 for further information regarding underwriting commissions. Administrative Services Agreement The Company entered into an administrative services agreement in which the Company is required to pay the FEI Sponsor for office space, secretarial and administrative services provided to members of the Company’s management team, in an amount not to exceed $10,000 per month. Sponsors Indemnification The Sponsors have agreed that they will be jointly and severally 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) the actual amount per public 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, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Company’s sponsors will not be responsible to the extent of any liability for such third party claims. In addition, the Sponsors will not be prohibited from loaning the Company funds in order to finance transaction costs in connection with the Business Combination. Up to $1,500,000 of these loans may be convertible into warrants of the post Business Combination entity at a price of $0.50 per warrant at the option of the lender. The warrants would be identical to the sponsor warrants. The terms of such loans have not been determined. |
The Merger Agreement
The Merger Agreement | 6 Months Ended |
Jun. 30, 2018 | |
The Merger Agreement [Abstract] | |
Merger Agreement [Text Block] | 6. The Merger Agreement On May 16, 2018, the Company entered into the Merger Agreement with Merger Sub and Waitr, pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, Waitr will merge with and into Merger Sub, with Merger Sub surviving the merger in accordance with the Delaware General Corporation Law as a wholly owned direct subsidiary of the Company. Upon the consummation of the Waitr Business Combination, the Company will change its name to Waitr Holdings Inc. Merger Consideration The aggregate consideration for the Waitr Business Combination will be comprised of $300.0 million payable in the form of cash and shares of the Company’s common stock valued at $10.00 per share, plus approximately $8.0 million payable in the form of Company stock options to be issued to holders of options to purchase Waitr shares that are unvested, outstanding and unexercised as of immediately prior to the effective time of the Business Combination (the “Effective Time”). The cash portion of the consideration will be an aggregate amount equal to the sum of (i) $50.0 million (the “Minimum Cash Consideration Amount”) plus (ii) an additional cash amount, if any, not to exceed $25.0 million, which together with the Minimum Cash Consideration Amount will not exceed a maximum of $75.0 million (the “Cash Consideration”). The remainder of $300.0 million less the Cash Consideration will be paid in the form of shares of the Company’s common stock valued at $10.00 per share (the “Stock Consideration”). In addition, all options to purchase Waitr shares that are unvested, outstanding and unexercised as of immediately prior to the Effective Time, valued at approximately $8.0 million, will be assumed by the Company. Representations, Warranties and Covenants The parties to the Merger Agreement have made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants with respect to the conduct of Waitr during the period between execution of the Merger Agreement and the completion of the Waitr Business Combination. The Company and Waitr have each agreed to use commercially reasonable efforts to cause the Waitr Business Combination to be consummated. Conditions to Closing The closing of the Waitr Business Combination is subject to certain conditions, including, among others, (i) approval by the Company’s stockholders of the Extension, (ii) approval by the Company’s stockholders of the Merger Agreement, the Waitr Business Combination and certain other actions related thereto, (iii) approval by Waitr’s stockholders of the Waitr Business Combination, (iv) approval of the listing of the Company’s common stock to be issued in connection with the Waitr Business Combination on Nasdaq, (v) completion of any redemptions of shares by the Company’s stockholders in connection with the Waitr Business Combination, (vi) delivery of lockup agreements from each stockholder of Waitr receiving Stock Consideration pursuant to the Merger Agreement and from the Company’s founders with respect to their private placement warrants, (vii) delivery by the Company of evidence that after the closing of the Waitr Business Combination, the Company will have at least $75.0 million in cash or investments in government securities or money market funds that invest only in direct United States Treasury obligations, and (viii) the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Termination The Merger Agreement may be terminated by the Company and Waitr under certain circumstances, including, among others, (i) by mutual written consent of the Company and Waitr, (ii) by the Company or Waitr if the closing of the Waitr Business Combination has not occurred on or prior to November 30, 2018 for any reason other than delay and/or non-performance of the party seeking such termination, (iii) by the Company or Waitr if the Company’s stockholders do not approve the Extension, (iv) by the Company or Waitr if the Company’s stockholders do not approve the Merger Agreement, (v) by Waitr if there exists any Nasdaq listing rule deficiency that causes a de-listing of the Company from Nasdaq prior to the closing of the Waitr Business Combination and (vi) by Waitr if the aggregate dollar amount of any shares redeemed by the Company’s stockholders in connection with the Extension and the Waitr Business Combination equals or exceeds an amount that would cause (x) the combined company to fail to maintain a minimum cash balance of at least $75 million at closing or (y) Waitr’s stockholders to receive an aggregate amount of Cash Consideration less than the Minimum Cash Consideration Amount. |
Summary of Significant Accoun12
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Principles of Consolidation and Basis of Presentation Our unaudited consolidated financial statements include the accounts of and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for these periods. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year period and should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of these financial statements 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Emerging Growth Company, Policy [Policy Text Block] | Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a 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. |
Cash and Cash Equivalents, Policy [Policy Text Block] | 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. Cash consists of proceeds from the public offering and private placement held outside of the Trust Account and may be used to pay for business, legal and accounting due diligence for the Business Combination and continuing general and administrative expenses. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts with a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and the Company believes that it is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement and Disclosures,” approximates the carrying amounts represented in the balance sheet. |
Offering Costs [Policy Text Block] | Offering Costs The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering”. Offering costs of approximately $654,840, consisted of costs incurred in connection with the preparation of the public offering. These costs, together with $13,750,000 in underwriting commissions, have been charged to additional paid-in capital upon the closing of the public offering. For further discussion on underwriting commissions see Notes 4 and 5. |
Earnings Per Share, Policy [Policy Text Block] | Loss Per Common Share Basic loss per common share is computed by dividing net income applicable to common stockholders by the weighted average number of common shares outstanding during the period. All shares of Class F common stock are assumed to convert to shares of Class A common stock on a one-for-one basis. Consistent with FASB ASC 480, shares of Class A common stock subject to possible redemption, as well as their pro rata share of undistributed trust earnings consistent with the two-class method, have been excluded from the calculation of loss per common share for the three and six months ended June 30, 2018 and 2017. Such shares, if redeemed, only participate in their pro rata share of trust earnings, see Note 3. Diluted loss per share includes the incremental number of shares of common stock to be issued in connection with the conversion of Class F common stock or to settle warrants, as calculated using the treasury stock method. For the three and six months ending June 30, 2018 and 2017, the Company did not have any dilutive warrants, securities or other contracts that could, potentially, be exercised or converted into common stock. As a result, diluted loss per common share is the same as basic loss per common share for all periods presented. A reconciliation of net loss per common share as adjusted for the portion of income that is attributable to common stock subject to redemption is as follows: Three months ended, Six months ended, June 30, June 30, 2018 2017 2018 2017 Net income $ 489,110 $ 221,852 $ 942,013 $ 229,666 Less: Income attributable to common stock subject to possible redemption (633,013 ) (242,232 ) (1,276,368 ) (492,684 ) Net loss available to common shares $ (143,903 ) $ (20,380 ) $ (334,355 ) $ (263,018 ) Basic and diluted weighted average number of shares 7,623,457 7,544,192 7,616,014 7,534,030 Basic and diluted loss available to common shares $ (0.02 ) $ (0.00 ) $ (0.04 ) $ (0.03 ) |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC, 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. FASB ASC 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 as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2018 and December 31, 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 considers its major tax jurisdictions to be the United States and Texas and is subject to income tax examinations by these taxing authorities. The effective tax rate for the six months ended June 30, 2018 and 2017 was 22.0% and 35.1%, respectively. |
Subsequent Events, Policy [Policy Text Block] | Subsequent Events We have evaluated subsequent events to determine if events or transactions occurring through August 8, 2018, the date the financial statements were issued, require potential adjustment to or disclosure in the financial statements. |
Summary of Significant Accoun13
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | A reconciliation of net loss per common share as adjusted for the portion of income that is attributable to common stock subject to redemption is as follows: Three months ended, Six months ended, June 30, June 30, 2018 2017 2018 2017 Net income $ 489,110 $ 221,852 $ 942,013 $ 229,666 Less: Income attributable to common stock subject to possible redemption (633,013 ) (242,232 ) (1,276,368 ) (492,684 ) Net loss available to common shares $ (143,903 ) $ (20,380 ) $ (334,355 ) $ (263,018 ) Basic and diluted weighted average number of shares 7,623,457 7,544,192 7,616,014 7,534,030 Basic and diluted loss available to common shares $ (0.02 ) $ (0.00 ) $ (0.04 ) $ (0.03 ) |
Nature of Business (Details Tex
Nature of Business (Details Textual) - USD ($) | 1 Months Ended | 6 Months Ended | ||
May 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 01, 2016 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Proceeds from Issuance Initial Public Offering | $ 250,000,000 | |||
Proceeds from Issuance of Warrants | 7,000,000 | |||
Escrow Deposit | 250,000,000 | $ 250,000,000 | ||
Minimum Net Worth Required for Compliance | $ 5,000,001 | $ 5,000,001 | ||
Share Price | $ 10 | |||
Common Stock, Trust Account, Shares | 25,000,000 | |||
Taxes Payable | $ 50,000 | |||
Stock Redeemed or Called During Period, Shares | 1,721,159 | |||
Stock Redeemed or Called During Period, Value | $ 17,420,425 | |||
Assets Held-in-trust, Noncurrent | $ 235,813,316 | $ 252,054,977 | ||
Common Class A [Member] | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Description | (ii) the redemption of any shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), included in the units sold in the public offering (“public shares”) properly tendered in connection with a stockholder vote to amend the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the Business Combination by December 14, 2018;​​​​​​​ | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Net income | $ 489,110 | $ 221,852 | $ 942,013 | $ 229,666 |
Less: Income attributable to common stock subject to possible redemption | (633,013) | (242,232) | (1,276,368) | (492,684) |
Net loss available to common shares | $ (143,903) | $ (20,380) | $ (334,355) | $ (263,018) |
Basic and diluted weighted average number of shares | 7,623,457 | 7,544,192 | 7,616,014 | 7,534,030 |
Basic and diluted loss available to common shares | $ (0.02) | $ 0 | $ (0.04) | $ (0.03) |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Accounting Polices [Line Items] | ||
FDIC Indemnification Asset | $ 250,000 | |
Initial Public Offering, Formation and Preparation Costs | 654,840 | |
Underwriting Commissions | $ 13,750,000 | |
Effective Income Tax Rate Reconciliation, Percent | 22.00% | 35.10% |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | 1 Months Ended | ||
May 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Class of Stock [Line Items] | |||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | |
Capital Units, Authorized | 221,000,000 | 221,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Minimum Net Worth Required for Compliance | $ 5,000,001 | $ 5,000,001 | |
Stock Redeemed or Called During Period, Shares | 1,721,159 | ||
Stock Redeemed or Called During Period, Value | $ 17,420,425 | ||
Waitr Business Combination [Member] | |||
Class of Stock [Line Items] | |||
Stock Redeemed or Called During Period, Shares | 1,721,159 | ||
Stock Redeemed or Called During Period, Value | $ 17,420,425 | ||
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares, Issued | 1,365,473 | 1,348,457 | |
Common Stock, Shares, Outstanding | 1,365,473 | 1,348,457 | |
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Number of Shares | 25,000,000 | 25,000,000 | |
Temporary Equity, Shares Outstanding | 21,913,368 | 23,651,543 | |
Common Class A [Member] | Waitr Business Combination [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Shares, Issued | 23,278,841 | 25,000,000 | |
Common Stock, Shares, Outstanding | 23,278,841 | 25,000,000 | |
Common Class F [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares, Issued | 6,250,000 | 6,250,000 | |
Common Stock, Shares, Outstanding | 6,250,000 | 6,250,000 | |
Leucadia Sponsor [Member] | |||
Class of Stock [Line Items] | |||
Equity Method Investment, Ownership Percentage | 50.00% | 50.00% | |
Common Stock, Shares, Outstanding | 638,561 | 638,561 |
Public Offering (Details Textua
Public Offering (Details Textual) | 6 Months Ended |
Jun. 30, 2018USD ($)$ / sharesshares | |
Class of Stock [Line Items] | |
Share Price | $ 10 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | 5.75 |
Class of Warrant or Right, Exercise Price of Warrants to Purchase a Whole Share | 11.50 |
Class of Warrant or Right, Redemption Price of Warrants or Rights | 0.01 |
Class of Warrant or Right, Redemption, Stock Price Threshold | $ 18 |
Payments for Underwriting Expense | $ | $ 5,000,000 |
Payments For Underwriting Discount Per Share | $ 0.20 |
Deferred Underwriting Discount | $ | $ 8,750,000 |
Common Stock, Discount per Share | $ 0.35 |
IPO [Member] | |
Class of Stock [Line Items] | |
Class F shares issued (in shares) | shares | 25,000,000 |
Share Price | $ 10 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 6 Months Ended | ||
Jun. 30, 2018 | Dec. 31, 2017 | Jun. 01, 2016 | |
Related Party Transaction [Line Items] | |||
Escrow Deposit | $ 250,000,000 | $ 250,000,000 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.75 | ||
Share Price | 10 | ||
Debt Instrument, Convertible, Conversion Price | $ 0.50 | ||
Stock Issued To Sponsors Lockup Period And Trading Restrictions | the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days | ||
Payments for Underwriting Expense | $ 5,000,000 | ||
Maximum [Member] | |||
Related Party Transaction [Line Items] | |||
Notes Payable, Related Parties | 1,500,000 | ||
Sponsor Warrants [Member] | |||
Related Party Transaction [Line Items] | |||
Class F shares issued | $ 7,000,000 | ||
Shares Issued, Price Per Share | $ 0.50 | ||
Class F shares issued (in shares) | 14,000,000 | ||
Majority Shareholder [Member] | |||
Related Party Transaction [Line Items] | |||
Equity Method Investment, Ownership Percentage | 23.00% | ||
Leucadia Sponsor [Member] | |||
Related Party Transaction [Line Items] | |||
Equity Method Investment, Ownership Percentage | 50.00% | 50.00% | |
Common Stock, Shares, Outstanding | 638,561 | 638,561 | |
Common Stock, Discount on Shares | $ 3,718,750 | ||
Payments for Underwriting Expense | 2,125,000 | ||
Fertitta Entertainment, Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Administrative Fees Expense | $ 10,000 |
The Merger Agreement (Details T
The Merger Agreement (Details Textual) - Waitr Business Combination [Member] $ / shares in Units, $ in Millions | 1 Months Ended |
May 16, 2018USD ($)$ / shares | |
Business Acquisition, Share Price | $ / shares | $ 10 |
Business Combination Consideration Transferred Description | The cash portion of the consideration will be an aggregate amount equal to the sum of (i) $50.0 million (the “Minimum Cash Consideration Amount”) plus (ii) an additional cash amount, if any, not to exceed $25.0 million, which together with the Minimum Cash Consideration Amount will not exceed a maximum of $75.0 million (the “Cash Consideration”). The remainder of $300.0 million less the Cash Consideration will be paid in the form of shares of the Company’s common stock valued at $10.00 per share (the “Stock Consideration”). In addition, all options to purchase Waitr shares that are unvested, outstanding and unexercised as of immediately prior to the Effective Time, valued at approximately $8.0 million, will be assumed by the Company. |
Business Combination Conditions to Closing Description | The closing of the Waitr Business Combination is subject to certain conditions, including, among others, (i) approval by the Company’s stockholders of the Extension, (ii) approval by the Company’s stockholders of the Merger Agreement, the Waitr Business Combination and certain other actions related thereto, (iii) approval by Waitr’s stockholders of the Waitr Business Combination, (iv) approval of the listing of the Company’s common stock to be issued in connection with the Waitr Business Combination on Nasdaq, (v) completion of any redemptions of shares by the Company’s stockholders in connection with the Waitr Business Combination, (vi) delivery of lockup agreements from each stockholder of Waitr receiving Stock Consideration pursuant to the Merger Agreement and from the Company’s founders with respect to their private placement warrants, (vii) delivery by the Company of evidence that after the closing of the Waitr Business Combination, the Company will have at least $75.0 million in cash or investments in government securities or money market funds that invest only in direct United States Treasury obligations, and (viii) the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. |
Equity Option [Member] | |
Business Combination, Consideration Transferred | $ 8 |
Cash [Member] | |
Business Combination, Consideration Transferred | 300 |
Minimum [Member] | |
Cash | $ 75 |