Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 08, 2019 | |
Entity Registrant Name | Landcadia Holdings II, Inc. | |
Entity Central Index Key | 0001768012 | |
Trading Symbol | lca | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Class A common stock | ||
Entity Common Stock, Shares Outstanding | 31,625,000 | |
Class B common stock | ||
Entity Common Stock, Shares Outstanding | 7,906,250 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Assets, Current [Abstract] | ||
Cash | $ 1,859,343 | |
Prepaid assets | 4,451 | |
Total current assets | 1,863,794 | |
Cash and investments held in trust account | 317,413,475 | |
Total Assets | 319,277,269 | |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 156,353 | |
Accounts payable, affiliates | 20,000 | |
Income taxes payable | 218,382 | |
Total current liabilities | 394,735 | |
Deferred underwriting commissions | 11,068,750 | |
Total Liabilities | 11,463,485 | |
Class A common stock subject to possible redemptions, 30,191,153 shares at redemption value of $10.03 | 302,813,774 | |
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value, 1,000,000 authorized, no shares issued or outstanding | 0 | $ 0 |
Additional paid-in capital | 4,177,542 | |
Retained Earnings | 821,534 | |
Total Stockholders' equity | 5,000,010 | |
Total liabilities and stockholders' equity | 319,277,269 | |
Class A common stock | ||
Stockholders' Equity: | ||
Common stock | 143 | |
Class B common stock | ||
Stockholders' Equity: | ||
Common stock | $ 791 | $ 382 |
BALANCE SHEETS (Parentheticals)
BALANCE SHEETS (Parentheticals) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock authorized | 1,000,000 | 1,000,000 |
Preferred stock issued | 0 | 0 |
Preferred stock outstanding | 0 | 0 |
Class A common stock | ||
Redeemable shares issued (in shares) | 30,191,153 | |
Redeemable shares issued price per share | $ 10.03 | |
Common stock par value (in dollars per share) | $ 0.0001 | |
Common stock authorized | 200,000,000 | 200,000,000 |
Common stock issued | 1,433,847 | 0 |
Common stock outstanding | 1,433,847 | 0 |
Class B common stock | ||
Common stock par value (in dollars per share) | $ 0.0001 | |
Common stock authorized | 200,000,000 | 200,000,000 |
Common stock issued | 7,906,250 | 3,815,625 |
Common stock outstanding | 7,906,250 | 3,815,625 |
STATEMENTS OF OPERATIONS (Unaud
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
General and administrative expenses | $ 102,585 | $ 0 | $ 123,559 | $ 0 |
Loss from operations | (102,585) | 0 | (123,559) | 0 |
Other income: | ||||
Interest income | 1,163,475 | 0 | 1,163,475 | 0 |
Income before taxes | 1,060,890 | 0 | 1,039,916 | 0 |
Tax provision | (218,382) | 0 | (218,382) | 0 |
Net income | $ 842,508 | $ 0 | $ 821,534 | $ 0 |
Basic and diluted loss per share: | ||||
Loss per share available to common shares | $ (0.01) | $ 0 | $ (0.01) | $ 0 |
Basic and diluted weighted average number of shares (in shares) | 8,282,500 | 3,317,875 | 6,698,270 | 3,317,875 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Common StockClass A | Common StockClass B | Additional Paid-in Capital | Accumulated Deficit | Stock subscription receivable, affiliates | Total |
Balance at Dec. 31, 2017 | $ 382 | $ 618 | $ (1,000) | |||
Balance (in shares) at Dec. 31, 2017 | 3,815,625 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income loss | $ 0 | |||||
Balance at Jun. 30, 2018 | $ 382 | 618 | (1,000) | |||
Balance (in shares) at Jun. 30, 2018 | 3,815,625 | |||||
Balance at Mar. 31, 2018 | $ 382 | 618 | (1,000) | |||
Balance (in shares) at Mar. 31, 2018 | 3,815,625 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income loss | 0 | |||||
Balance at Jun. 30, 2018 | $ 382 | 618 | (1,000) | |||
Balance (in shares) at Jun. 30, 2018 | 3,815,625 | |||||
Balance at Dec. 31, 2018 | $ 382 | 618 | (1,000) | |||
Balance (in shares) at Dec. 31, 2018 | 3,815,625 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares issued | $ 409 | 9,591 | (10,000) | |||
Shares issued (in shares) | 4,090,625 | |||||
Net income loss | $ (20,974) | (20,974) | ||||
Balance at Mar. 31, 2019 | $ 791 | 10,209 | (20,974) | (11,000) | (20,974) | |
Balance (in shares) at Mar. 31, 2019 | 7,906,250 | |||||
Balance at Dec. 31, 2018 | $ 382 | 618 | (1,000) | |||
Balance (in shares) at Dec. 31, 2018 | 3,815,625 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income loss | 821,534 | |||||
Balance at Jun. 30, 2019 | $ 143 | $ 791 | 4,177,542 | 821,534 | 5,000,010 | |
Balance (in shares) at Jun. 30, 2019 | 1,433,847 | 7,906,250 | ||||
Balance at Mar. 31, 2019 | $ 791 | 10,209 | (20,974) | (11,000) | (20,974) | |
Balance (in shares) at Mar. 31, 2019 | 7,906,250 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Sponsor warrants issued included in Units | 8,825,000 | 8,825,000 | ||||
Shares issued | $ 3,163 | 316,246,837 | 316,250,000 | |||
Shares issued (in shares) | 31,625,000 | |||||
Net income loss | 842,508 | 842,508 | ||||
Underwriters commissions and offering costs | (18,093,750) | (18,093,750) | ||||
Class A shares subject to redemption | $ (3,020) | (302,810,754) | (302,813,774) | |||
Class A shares subject to redemption (in shares) | (30,191,153) | |||||
Payment of stock subscription receivable, affiliates | $ 11,000 | 11,000 | ||||
Balance at Jun. 30, 2019 | $ 143 | $ 791 | $ 4,177,542 | $ 821,534 | $ 5,000,010 | |
Balance (in shares) at Jun. 30, 2019 | 1,433,847 | 7,906,250 |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 821,534 | $ 0 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Trust account interest income | (1,163,475) | 0 |
Changes in operating assets and liabilities: | ||
Decrease (increase) in prepaid expenses | (4,451) | 0 |
Increase (decrease) in accounts payable and accrued liabilities | 53,000 | 0 |
Increase (decrease) in income taxes payable | 218,382 | 0 |
Increase (decrease) in accounts payable to affiliate | 20,000 | 0 |
Net cash used in operating activities | (55,010) | 0 |
Cash flows from investing activities: | ||
Cash deposited in trust account | (316,250,000) | 0 |
Net cash used in investing activities | (316,250,000) | 0 |
Cash flows from financing activities: | ||
Proceeds from public offering | 316,250,000 | 0 |
Proceeds from sale of private placement warrants | 8,825,000 | 0 |
Proceeds from sale of common stock to sponsor | 10,000 | 0 |
Payment for underwriting discounts | (6,325,000) | 0 |
Payment of offering costs | (513,177) | 0 |
Payment of offering costs in notes payable, affiliates | (83,470) | 0 |
Proceeds from stock subscriptions receivable, affiliates | 1,000 | 0 |
Net cash provided by financing activities | 318,164,353 | 0 |
Net increase in cash and cash equivalents | 1,859,343 | 0 |
Cash and cash equivalents at beginning of period | 0 | 0 |
Cash and cash equivalents at end of period | 1,859,343 | |
Supplemental schedule of non-cash financing activities: | ||
Change in value of common shares subject to possible conversion | 855,614 | 0 |
Initial classification of common shares subject to possible conversion | 301,958,160 | 0 |
Deferred underwriting commissions | 11,068,750 | 0 |
Accrued offering costs | 103,353 | $ 0 |
Offering costs included in Notes payable, affiliates | $ 83,470 |
Nature of Business and Subseque
Nature of Business and Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Nature Of Business And Subsequent Events [Abstract] | |
Nature of Business and Subsequent Events | 1. Nature of Business and Subsequent Events Business Landcadia Holdings II, Inc., (the “Company”), was formed as CAPS Holding LLC, a Delaware limited liability company on August 11, 2015 and converted into a Delaware corporation on February 4, 2019. The Company has not had any significant operations to date. The Company was formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not yet identified a Business Combination. There is no assurance that the Company’s plans to consummate a Business Combination will be successful. All activity through June 30, 2019 relates to the Company’s formation and its initial public offering of units (the “Public Offering”), which is described below. Sponsors The Company’s sponsors are Fertitta Entertainment, Inc. (“FEI”) and Jefferies Financial Group Inc. (“JFG” and, together with FEI, the “Sponsors”). FEI is wholly owned by Tilman J. Fertitta, the Company’s Co-Chairman and Chief Executive Officer. Financing The Company intends to finance its Business Combination in part with proceeds from its $316,250,000 Public Offering and $8,825,000 private placement (the “Private Placement”), see Notes 4 and 5. The registration statement for the Public Offering was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on May 6, 2019. The Company consummated the Public Offering of 31,625,000 units, including the issuance of 4,125,000 units as a result of the underwriters’ exercise of their over-allotment option in full (the “Units”), at $10.00 per Unit on May 9, 2019, generating gross proceeds of $316,250,000. Simultaneously with the closing of the Public Offering, the Company consummated the Private Placement of an aggregate of 5,883,333 warrants (the “Sponsor Warrants”) at a price of $1.50 per Sponsor Warrant. Upon the closing of the Public Offering and Private Placement, $316,250,000 from the net proceeds of the sale of the Units in the Public Offering and the Private Placement was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). Trust Account The proceeds 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 185 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 third amended and restated certificate of incorporation (the “Charter”) provides that, other than the withdrawal of interest to pay tax obligations, none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units being sold in the Public Offering (“Public Shares”) properly submitted in connection with a stockholder vote to amend the Charter 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 May 9, 2021 (within 24 months from the closing of the Public Offering); or (iii) the redemption of the Public Shares if the Company is unable to complete the Business Combination by May 9, 2021, subject to applicable law. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and Private Placement, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with an initial Business Combination. The Company will only complete a Business Combination if the post-transaction 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. The Sponsors and the Company's officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founders Shares (as defined below) and Public Shares in connection with the completion of the Business Combination, (ii) waive their redemption rights with respect to their Founders Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Charter to modify the substance or timing of the Company's obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination by May 9, 2021, or to provide for redemption in connection with a Business Combination and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founders Shares if the Company fails to complete a Business Combination by May 9, 2021, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete a Business Combination within the prescribed time frame; and (iv) vote any Founders Shares held by them and any Public Shares purchased during or after the Public Offering (including in open market and privately-negotiated transactions) in favor of the Business Combination. The Company, after signing a definitive agreement for the Business Combination, will 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 earned on the Trust Account and not previously released to the Company to pay its taxes, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer 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 earned on the Trust Account and not previously released to the Company to pay its taxes. 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 in 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 the 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 the 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 it does not conduct redemptions in connection with the Business Combination pursuant to the tender offer rules, the Charter 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, without the Company’s prior consent. The Public Shares have been recorded at their redemption amount and classified as temporary equity (“Redeemable Shares”), in accordance with the 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 ($316,250,000 held in the Trust Account divided by 31,625,000 Public Shares). See Note 3. The Company will have until May 9, 2021 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 price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims to creditors and the requirements of other applicable law. The Sponsors and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Founders Shares (as defined below) held by them if the Company fails to complete its Business Combination by May 9, 2021; however, the Sponsors, officers and directors are entitled to liquidating distributions from the Trust Account with respect to Public Shares held by them if 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 agreement referenced above, the Sponsors, officers and directors agreed that, if the Company submits the Business Combination to the Company’s public stockholders for a vote, such parties will vote their Founders Shares and any Public Shares in favor of the Business Combination. Subsequent Events The Company has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment to or disclosure in the financial statements. Fiscal Year End The Company has a December 31 fiscal year-end. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation These unaudited financial statements include the accounts of Landcadia Holdings II, Inc., 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 prospectus filed with the SEC on May 6, 2019, and the Company’s audited balance sheet and notes thereto included in the Company’s Form 8-K filed with the SEC on May 15, 2019. 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 The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (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 independent registered public accounting firm 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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s 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 cash equivalents to be all short-term investments with an original maturity of three months or less when purchased. 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 concentrations of credit risk consist of cash accounts with a financial institution which 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 FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A-“Expenses of Offering.” Offering costs of approximately $700,000 consisted of costs incurred for legal, accounting, and other costs incurred in connection with the formation and preparation of the Public Offering. These costs, together with $17,393,750 in underwriting commissions, were charged to additional paid-in capital upon the closing of the Public Offering. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities were $156,353 as of June 30, 2019, and primarily consist of costs incurred for the formation and preparation of the Public Offering with corresponding amounts charged to Offering costs. 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 B 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, 2019. 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 B common stock or to settle warrants, as calculated using the treasury stock method. For the three and six months ending June 30, 2019 and 2018, 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. In accordance with FASB ASC 260, the loss per share calculation reflects the effect of the stock splits as discussed in Note 3. 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, 2019 2018 2019 2018 Net income $ 842,508 $ - $ 821,534 $ - Less: Income attributable to common stock subject to possible redemption (902,243 ) - (902,243 ) - Net loss available to common shares $ (59,735 ) $ - $ (80,709 ) $ - Basic and diluted weighted average number of shares 8,282,500 3,317,875 6,698,270 3,317,875 Basic and diluted loss available to common shares $ (0.01 ) $ - $ (0.01 ) $ - 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. There were no unrecognized tax benefits as of June 30, 2019 and December 31, 2018. 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 related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2019 and December 31, 2018. 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 is subject to income tax examinations by major taxing authorities since inception. The effective tax rate for the six months ended June 30, 2019 was 21.0%. There was no income tax provision for the six month period ended June 30, 2018. On December 22, 2017 the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Reform”) was signed into law. As a result of the Tax Reform, the U.S. statutory tax rate was lowered from 35% to 21% effective January 1, 2018, among other changes. The Company converted to a corporation in February 2019, therefore this Tax Reform has no effect on the Company’s financial statements. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | 3. Stockholders’ Equity In 2015, JFG purchased an aggregate of 1,000 shares of the Company’s common stock (100% of the issued and outstanding shares) for $1,000. On February 14, 2019, the Company amended the total number of authorized shares of all classes of capital stock to 221,000,000, of which 200,000,000 shares are Class A shares at par value $0.0001 per share; 20,000,000 shares are Class B shares at par value $0.0001 per share (the “Founders Shares”); and 1,000,000 shares are Preferred stock at par value $0.0001 per share. Simultaneously, the Company reclassified all of its issued and outstanding shares of common stock to Founders Shares and conducted a 1:2,775 stock split. Also, on February 14, 2019, the Company issued 2,975,000 additional Founders Shares to FEI for $10,000. On March 13, 2019, the Company conducted a 1:1.25 stock split and on May 6, 2019 a 1:1.10 stock split of the Founders Shares. The financial statements reflect the changes from these splits retroactively for all periods presented. Following these transactions, the Sponsors owned 7,906,250 issued and outstanding Founders Shares and the Company had $11,000 of invested capital, or approximately $0.001 per share. Redeemable Shares All of the 31,625,000 Public Shares 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 Company’s amended and restated 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 periods. Increases or decreases in the carrying amount of Redemption Shares will be affected by charges against additional paid-in capital. At June 30, 2019, there were 31,625,000 Public Shares, of which 30,191,153 were classified as Redeemable Shares, classified outside of permanent equity, and 1,433,847 classified as Class A common stock. For further information on the Founders Shares, see Note 5. |
Public Offering
Public Offering | 6 Months Ended |
Jun. 30, 2019 | |
Public Offering [Abstract] | |
Public Offering | 4. Public Offering Public Units In the Public Offering, which closed May 9, 2019, the Company sold 31,625,000 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-third of 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 to register the shares of common stock underlying the warrants under the Securities Act following the completion of the Business Combination. Each Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. 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 May 9, 2021, the Warrants will expire at the end of such period. 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 warrant; (iii) upon not less than 30 days’ prior written notice of redemption to each warrant holder; and (iv) if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 value 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 warrant holders. Underwriting Commissions The Company paid an underwriting discount of $6,325,000 ($0.20 per Unit sold) to the underwriters at the closing of the Public Offering on May 9, 2019, with an additional fee (“Deferred Discount”) of $11,068,750 ($0.35 per Unit sold) payable upon the Company’s completion of the Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. See Note 5 for further information on underwriting commissions. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 5. Related Party Transactions Founders Shares The Founders Shares are identical to the Public Shares except that the Founders Shares are subject to certain transfer restrictions and 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 pursuant to certain anti-dilution rights. The initial stockholders collectively own 20% of the Company’s issued and outstanding shares of common stock after the Public Offering. The holders of the Founders Shares 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 (the ‘‘Lock Up Period’’). The Founders Shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founders Shares will equal, in the aggregate, 20% of the total number of all shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the Business Combination and any private placement-equivalent warrants issued to the Sponsors, officers or directors upon conversion of working capital loans; provided that such conversion of Founders Shares will never occur on a less than one-for-one basis. Sponsor Warrants In conjunction with the Public Offering that closed on May 9, 2019 the Sponsors purchased an aggregate of 5,883,333 Sponsor Warrants at a price of $1.50 per warrant ($8,825,000 in the aggregate) in the Private Placement. A portion of the purchase price of the Sponsor Warrants was added to the proceeds from the Public Offering to be held in the Trust Account such that at closing of the Public Offering, $316,250,000 was placed in the Trust Account. Each Sponsor Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. The Sponsor Warrants (including the Class A common stock issuable upon exercise of the Sponsor Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination and they are 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 being 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. On June 12, 2019, FEI assigned and transferred all of the 2,941,667 Sponsor Warrants and 4,090,625 Founders Shares held by it to Tilman J. Fertitta for the same prices originally paid by FEI for such securities ($4,412,500.50 and $10,000, respectively). In connection with such transfer, Mr. Fertitta entered into the registration rights agreement entered into by the Sponsors and the Company in connection with the Public Offering, which registration rights are described below. Registration Rights The holders of the Founders Shares, Sponsor Warrants, shares of Class A common stock issuable upon conversion of the Founders Shares, Sponsor Warrants or Working Capital Loans will be entitled to registration rights. These holders 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. Notwithstanding the foregoing, JFG may not exercise its demand and “piggyback” registration rights after five and seven years, respectively after the effective date of the registration statement relating to the Public Offering and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Commissions Jefferies LLC is the underwriter of the Public Offering, and its indirect parent, JFG, beneficially owns 48.25% of the Founders Shares. Jefferies LLC received all of the underwriting discount that was due at the closing of the Public Offering, and will receive the additional Deferred Discount 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 will pay FEI for office space, utilities and secretarial and administrative support, in an amount equal to $10,000 per month ending on the earlier of the completion of a Business Combination or May 9, 2021, if the company is unable to complete the Business Combination. The Company has recorded administrative services fees of $50,000, of which $20,000 is included in Accounts payable, affiliates, as of June 30, 2019. Sponsor 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 third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination 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, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. Sponsor Loans On February 14, 2019, the Sponsors agreed to loan the Company up to an aggregate of $300,000 by the issuance of unsecured promissory notes to cover expenses related to the Public Offering. These loans of $83,470 were repaid in full on May 14, 2019. 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 $1.50 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 and no written agreements exist with respect to such loans. See Note 4 for the terms of the warrants. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These unaudited financial statements include the accounts of Landcadia Holdings II, Inc., 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 prospectus filed with the SEC on May 6, 2019, and the Company’s audited balance sheet and notes thereto included in the Company’s Form 8-K filed with the SEC on May 15, 2019. |
Use of Estimates | 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 | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (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 independent registered public accounting firm 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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s 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 | Cash and Cash equivalents The Company considers cash equivalents to be all short-term investments with an original maturity of three months or less when purchased. 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. |
Offering Costs | Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A-“Expenses of Offering.” Offering costs of approximately $700,000 consisted of costs incurred for legal, accounting, and other costs incurred in connection with the formation and preparation of the Public Offering. These costs, together with $17,393,750 in underwriting commissions, were charged to additional paid-in capital upon the closing of the Public Offering. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts with a financial institution which 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 | 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. |
Accounts Payable and Accrued Liabilities | Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities were $156,353 as of June 30, 2019, and primarily consist of costs incurred for the formation and preparation of the Public Offering with corresponding amounts charged to Offering costs. |
Loss Per Common Share | 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 B 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, 2019. 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 B common stock or to settle warrants, as calculated using the treasury stock method. For the three and six months ending June 30, 2019 and 2018, 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. In accordance with FASB ASC 260, the loss per share calculation reflects the effect of the stock splits as discussed in Note 3. 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, 2019 2018 2019 2018 Net income $ 842,508 $ - $ 821,534 $ - Less: Income attributable to common stock subject to possible redemption (902,243 ) - (902,243 ) - Net loss available to common shares $ (59,735 ) $ - $ (80,709 ) $ - Basic and diluted weighted average number of shares 8,282,500 3,317,875 6,698,270 3,317,875 Basic and diluted loss available to common shares $ (0.01 ) $ - $ (0.01 ) $ - |
Income Taxes | 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. There were no unrecognized tax benefits as of June 30, 2019 and December 31, 2018. 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 related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2019 and December 31, 2018. 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 is subject to income tax examinations by major taxing authorities since inception. The effective tax rate for the six months ended June 30, 2019 was 21.0%. There was no income tax provision for the six month period ended June 30, 2018. On December 22, 2017 the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Reform”) was signed into law. As a result of the Tax Reform, the U.S. statutory tax rate was lowered from 35% to 21% effective January 1, 2018, among other changes. The Company converted to a corporation in February 2019, therefore this Tax Reform has no effect on the Company’s financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of reconciliation of net loss per common share | Three months ended, Six months ended, June 30, June 30, 2019 2018 2019 2018 Net income $ 842,508 $ - $ 821,534 $ - Less: Income attributable to common stock subject to possible redemption (902,243 ) - (902,243 ) - Net loss available to common shares $ (59,735 ) $ - $ (80,709 ) $ - Basic and diluted weighted average number of shares 8,282,500 3,317,875 6,698,270 3,317,875 Basic and diluted loss available to common shares $ (0.01 ) $ - $ (0.01 ) $ - |
Nature of Business and Subseq_2
Nature of Business and Subsequent Events (Detail Textuals) - USD ($) | May 09, 2019 | May 06, 2019 | Mar. 13, 2019 | Feb. 14, 2019 | Jun. 30, 2019 |
Nature Of Business And Subsequent Events [Line Items] | |||||
Price per unit | $ 10 | ||||
Warrant exercise price | $ 11.50 | ||||
Percentage refers to fair market value of business transaction | 80.00% | ||||
Percentage refers to redemption of shares if no business combination occurs | 15.00% | ||||
Net tangible assets | $ 5,000,001 | ||||
Stock split description of founders shares | 1:1.10 | 1:1.25 | 1:2,775 | ||
Percentage of outstanding voting securities | 50.00% | ||||
Continental Stock Transfer & Trust Company (the "Trust Account") | |||||
Nature Of Business And Subsequent Events [Line Items] | |||||
Withdrawal of interest to pay taxes obligations | $ 100,000 | ||||
Public Offering | |||||
Nature Of Business And Subsequent Events [Line Items] | |||||
Number of units issued | 31,625,000 | ||||
Public Offering | Continental Stock Transfer & Trust Company (the "Trust Account") | |||||
Nature Of Business And Subsequent Events [Line Items] | |||||
Proceeds from sale of stock | $ 316,250,000 | ||||
Number of units issued | 31,625,000 | ||||
Percentage of public shares to be redeemed by future date of May 9, 2021 | 100.00% | ||||
Private placement | |||||
Nature Of Business And Subsequent Events [Line Items] | |||||
Proceeds from warrants outstanding | $ 8,825,000 | ||||
Aggregate sponsor warrants | 5,883,333 | ||||
Warrant exercise price | $ 1.50 | ||||
Over-allotment option | Continental Stock Transfer & Trust Company (the "Trust Account") | |||||
Nature Of Business And Subsequent Events [Line Items] | |||||
Number of units issued | 4,125,000 | ||||
Price per unit | $ 10 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Accounting Policies [Abstract] | |||||
Net income | $ 842,508 | $ (20,974) | $ 0 | $ 821,534 | $ 0 |
Less: Income attributable to common stock subject to possible redemption | (902,243) | 0 | (902,243) | 0 | |
Net loss available to common shares | $ (59,735) | $ 0 | $ (80,709) | $ 0 | |
Basic and diluted weighted average number of shares (in shares) | 8,282,500 | 3,317,875 | 6,698,270 | 3,317,875 | |
Basic and diluted loss available to common shares (in dollars per share) | $ (0.01) | $ 0 | $ (0.01) | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Detail Textuals) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Federal depository insurance coverage | $ 250,000 |
Offering costs | 700,000 |
Underwriters commissions | 17,393,750 |
Accounts payable and accrued liabilities | $ 156,353 |
Earliest tax year | |
Operating Loss Carryforwards [Line Items] | |
U.S. statutory tax rate | 35.00% |
Latest tax year | |
Operating Loss Carryforwards [Line Items] | |
U.S. statutory tax rate | 21.00% |
Stockholders' Equity (Detail Te
Stockholders' Equity (Detail Textuals) - USD ($) | May 09, 2019 | May 06, 2019 | Mar. 13, 2019 | Feb. 14, 2019 | Dec. 31, 2015 | Jun. 30, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | |||||||
Stock issued during period, value | $ 316,250,000 | ||||||
Capital shares authorized | 221,000,000 | ||||||
Preferred stock authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Stock split description of founders shares | 1:1.10 | 1:1.25 | 1:2,775 | ||||
Net tangible assets | $ 5,000,001 | ||||||
Public Offering | |||||||
Class of Stock [Line Items] | |||||||
Number of units issued | 31,625,000 | ||||||
Jefferies Financial Group Inc | |||||||
Class of Stock [Line Items] | |||||||
Stock issued during period, shares | 1,000 | ||||||
Stock issued during period, value | $ 1,000 | ||||||
Percentage of issued and outstanding shares | 100.00% | ||||||
Founders shares | |||||||
Class of Stock [Line Items] | |||||||
Common stock par value (in dollars per share) | $ 0.001 | ||||||
Common stock issued | 7,906,250 | ||||||
Common stock outstanding | 7,906,250 | ||||||
Invested capital | $ 11,000 | ||||||
Founders shares | Fertitta Entertainment, Inc | |||||||
Class of Stock [Line Items] | |||||||
Stock issued during period, shares | 2,975,000 | ||||||
Stock issued during period, value | $ 10,000 | ||||||
Class A common stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Common stock issued | 1,433,847 | 0 | |||||
Common stock outstanding | 1,433,847 | 0 | |||||
Redeemable shares issued (in shares) | 30,191,153 | ||||||
Class B common stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock authorized | 20,000,000 | 200,000,000 | 200,000,000 | ||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Common stock issued | 7,906,250 | 3,815,625 | |||||
Common stock outstanding | 7,906,250 | 3,815,625 | |||||
Redeemable shares | |||||||
Class of Stock [Line Items] | |||||||
Redeemable shares issued (in shares) | 30,191,153 |
Public Offering (Detail Textual
Public Offering (Detail Textuals) | May 09, 2019USD ($)PricePerUnit$ / sharesshares | Jun. 30, 2019$ / shares | Feb. 14, 2019$ / shares |
Subsidiary or Equity Method Investee [Line Items] | |||
Price per unit | $ 10 | ||
Warrant exercise price | 11.50 | ||
Redemption price per warrant | $ 0.01 | ||
Underwriting discount | $ | $ 6,325,000 | ||
Underwriting discount per unit | PricePerUnit | 0.20 | ||
Additional fee deferred discount | $ | $ 11,068,750 | ||
Additional fee deferred discount per unit | PricePerUnit | 0.35 | ||
Class A common stock | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Public Offering | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Number of units issued | shares | 31,625,000 | ||
Warrants redemption description | the Company may call the warrants for redemption: (i) in whole and not in part; (ii) at a price of $0.01 per warrant; (iii) upon not less than 30 days’ prior written notice of redemption to each warrant holder; and (iv) if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 value per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. |
Related Party Transactions (Det
Related Party Transactions (Detail Textuals) - USD ($) | Jun. 12, 2019 | May 09, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Feb. 14, 2019 |
Related Party Transaction [Line Items] | |||||
Warrant exercise price | $ 11.50 | ||||
Restriction to transfer sponsor warrants | The Sponsor Warrants (including the Class A common stock issuable upon exercise of the Sponsor Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination and they are non-redeemable so long as they are held by the initial purchasers of the Sponsor Warrants or their permitted transferees. | ||||
Accounts payable, affiliates | $ 20,000 | ||||
Maximum amount of unsecured promissory note outstanding form sponsors | $ 300,000 | ||||
Sponsor indemnification description | The Sponsors have agreed that they will be jointly and severally liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination 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, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company's indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. | ||||
Maximum amount of loan convertible in to warrants | $ 1,500,000 | ||||
Warrant exercise price for conversion of loan | $ 1.50 | ||||
Payment of offering costs in notes payable, affiliates | $ 83,470 | $ 0 | |||
Public Offering | Continental Stock Transfer & Trust Company (the "Trust Account") | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from sale of stock | $ 316,250,000 | ||||
Private placement | |||||
Related Party Transaction [Line Items] | |||||
Aggregate sponsor warrants | 5,883,333 | ||||
Warrant exercise price | $ 1.50 | ||||
Proceeds from warrants outstanding | $ 8,825,000 | ||||
Founders shares | |||||
Related Party Transaction [Line Items] | |||||
Number of share issued for each founder share | one-for-one basis | ||||
Restriction to transfer founders shares | The holders of the Founders Shares 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 (the Lock Up Period''). | ||||
Threshold closing price of common stock | $ 12 | ||||
Threshold trading days for conversion of founders Shares | 20 days | ||||
Founders shares | Initial stockholders | |||||
Related Party Transaction [Line Items] | |||||
Ownership percentage of initial stockholders | 20.00% | ||||
Founders shares | Jefferies LLC | |||||
Related Party Transaction [Line Items] | |||||
Ownership percentage of initial stockholders | 48.25% | ||||
Fertitta Entertainment, Inc | |||||
Related Party Transaction [Line Items] | |||||
Number of sponsor warrants assigned and transferred | 2,941,667 | ||||
Value of warrants assigned and transferred | $ 4,412,500.50 | ||||
Fertitta Entertainment, Inc | Tilman J. Fertitta | |||||
Related Party Transaction [Line Items] | |||||
Number of founders shares assigned and transferred | 4,090,625 | ||||
Value of founders shares assigned and transferred | $ 10,000 | ||||
Fertitta Entertainment, Inc | Administrative services agreement | |||||
Related Party Transaction [Line Items] | |||||
Per month payment for office space, utilities and secretarial and administrative support | $ 10,000 | ||||
Administrative services fees | 50,000 | ||||
Accounts payable, affiliates | $ 20,000 |