Business Context and Reporting Period
This Form 8-K reports on events occurring on December 5, 2017, for Leisure Acquisition Corp. (a Delaware corporation), not Ensysce Biosciences, Inc. The filing details the consummation of the Company's Initial Public Offering (IPO) and a concurrent Private Placement.
Key Financial Metrics
- IPO Proceeds: Sold 20,000,000 Units at $10.00 per unit, generating gross proceeds of $200,000,000.
- Private Placement Proceeds: Sold 6,825,000 warrants at $1.00 per warrant, generating gross proceeds of approximately $6,825,000.
- Total Gross Proceeds: Approximately $206,825,000.
- Trust Account Funding: $200,000,000 placed in trust (comprised of $196,000,000 from IPO proceeds, including $7,000,000 deferred underwriting discount, and $4,000,000 from Private Placement).
- Warrant Exercise Price: $11.50 per share.
- Revenue/Profit/Cash Flow: The filing text does not provide operating revenue, net income, or operating cash flow figures as this is a pre-operational SPAC IPO filing.
Material Changes
The primary material change is the transition from a private entity to a publicly traded company via the IPO. The Company raised significant capital, with the majority of funds ($200,000,000) segregated into a trust account to be used for a future business combination.
Outlook, Risks, and Contingencies
- Structure: Each Unit consists of one share of Common Stock and one-half of one Warrant.
- Private Placement Investors: Included affiliates of Matthews Lane Capital Partners, Hydra Management, HG Vora Special Opportunities Master Fund, and Company management.
- Financial Statements: An audited balance sheet as of December 5, 2017, is included as Exhibit 99.1.
- Emerging Growth Company: The registrant has elected to be treated as an emerging growth company.
Investor Verification Checklist
- Verify the exact terms of the Warrants (exercise price, expiration, and redemption rights) in the full Prospectus.
- Review Exhibit 99.1 (Audited Balance Sheet) to confirm the precise cash position and liabilities post-IPO.
- Confirm the identity and background of the private placement investors (Matthews Lane, Hydra, HG Vora).
- Check the underwriting agreement for details on the $7,000,000 deferred discount and other underwriting fees.
- Monitor future filings for the identification of a target business combination.