Waitr Holdings Inc.
Annual Report 2017

Plain-text annual report

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-Kxx ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017Or ¨¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Landcadia Holdings, Inc.(Exact name of registrant as specified in its charter) 001-37788(Commission File Number) Delaware26-3828008(State or other jurisdictionof incorporation or organization)(I.R.S. EmployerIdentification No.) 1510 West Loop South Houston, Texas 77027(Address of principal executive offices, including zip code) Registrant’s telephone number, including area code: 713-850-1010 Securities registered pursuant to Section 12(b) of the Act: Title of each className of each exchange on which registeredUnits, each consisting of one share of Common Stock, $0.0001 par value, and oneWarrant to purchase Common Stock Nasdaq Capital MarketCommon Stock, $0.0001 par valueNasdaq Capital MarketWarrants to purchase one-half of one share of Common StockNasdaq Capital Market Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨Yes xNo Indicate by check mark if the registrant is not required of file reports pursuant of Section 13 or Section 15(d) of the Act. ¨Yes xNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. xYes ¨No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required tobe submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files). xYes ¨No Indicated by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and willnot be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company”in Rule 12b-2 of the Exchange Act. Large accelerated filer ¨Accelerated filer xNon-accelerated filer ¨ (Do not check if a smaller reporting company)Smaller reporting company ¨ Emerging growth company x If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). xYes ¨No The aggregate market value of the voting stock held by non-affiliates of the registrant was $246,537,763 based upon the market price of $10.12 per share onJune 30, 2017, excluding units held by directors and executive officers. As of March 7, 2018, 6,250,000 shares of Class F common stock, par value $0.0001per share, and 25,000,000 shares of Class A common stock, par value $0.0001 per share were issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCENone.  LANDCADIA HOLDINGS, INC.FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2017 TABLE OF CONTENTS PagePart I. Item 1.Business2Item 1A.Risk Factors7Item 1B.Unresolved Staff Comments34Item 2.Properties34Item 3.Legal Proceedings34Item 4.Mine Safety Disclosures34 Part II. Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities35Item 6.Selected Financial Data36Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations36Item 7A.Quantitative and Qualitative Disclosures About Market Risk38Item 8.Financial Statements and Supplementary Data39Item 9.Changes in and Disagreements With Accounts on Accounting and Financial Disclosure55Item 9A.Controls and Procedures55Item 9B.Other Information56 Part III. Item 10.Directors, Executive Officers and Corporate Governance56Item 11.Executive Compensation64Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters65Item 13.Certain Relationships and Related Transactions, and Director Independence67Item 14.Principal Accounting Fees and Services69 Part IV. Item 15.Exhibits, Financial Statement Schedules70  CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS The statements contained in this report that are not purely historical are forward-looking statements. Our forward-looking statements include, but arenot limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, anystatements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,”“predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that astatement is not forward-looking. Forward-looking statements in this Annual Report on Form 10-K may include, for example, statements about: •our ability to complete our initial Business Combination;•our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial Business Combination;•our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving ourinitial Business Combination, as a result of which they would then receive expense reimbursements;•our potential ability to obtain additional financing to complete our initial Business Combination;•our pool of prospective target businesses;•the ability of our officers and directors to generate a number of potential investment opportunities;•our public securities’ potential liquidity and trading;•the lack of a market for our securities;•the use of proceeds not held in the Trust Account (as described herein) or available to us from interest income on the Trust Account balance; or•our financial performance. The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and theirpotential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-lookingstatements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performanceto be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to,those factors described under the heading “Risk Factors” in this Annual Report. Should one or more of these risks or uncertainties materialize, or should anyof our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake noobligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be requiredunder applicable securities laws. 1  LANDCADIA HOLDINGS, INC.PART I References in this report to “we,” “us” or the “Company” refer to Landcadia Holdings Inc. References to our “management” or our “management team”refer to our officers and directors, and references to the “Sponsors” refer to Fertitta Entertainment, Inc., a Texas corporation, and Leucadia NationalCorporation, a New York corporation. References to our “initial stockholders” refer to the Sponsors and the Company’s officers and directors. Item 1. Business OverviewWe are a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase reorganization orsimilar business combination with one or more businesses (the “Business Combination”). We were incorporated in Delaware on November 19, 2008, asLeucadia Development Corporation and changed our name to Landcadia Holdings Inc. on September 15, 2015. We are currently in the process of locatingsuitable targets for our Business Combination. We intend to use the cash proceeds from our public offering and private placement of warrants as well asadditional issuances, if any, of our capital stock, debt or a combination of cash, stock and debt to complete the Business Combination. We have neitherengaged in any operations nor generated any revenue to date. Based on our business activities, the Company is a “shell company” as defined under theExchange Act of 1934 (the “Exchange Act”) because we have no operations and nominal assets consisting almost entirely of cash. The Company’s co-Sponsors are Fertitta Entertainment, Inc. (the “FEI Sponsor”) and Leucadia National Corporation (the “Leucadia Sponsor” and, togetherwith FEI Sponsor, the “Sponsors”). Tilman J. Fertitta, the Company’s Co-Chairman and Chief Executive Officer, is the sole stockholder, Chairman and ChiefExecutive Officer of Fertitta Entertainment, Inc., and Richard Handler, the Company’s Co-Chairman and President, is the Chief Executive Officer of LeucadiaNational Corporation and its largest operating subsidiary, Jefferies Group LLC, a global securities and investment banking firm. On June 1, 2016, we consummated our initial public offering (the “public offering”) of 25,000,000 units at a price of $10.00 per unit (the “units”), generatingtotal proceeds of $250,000,000. Each unit consists of one share of the Company’s Class A common stock, $0.0001 par value (“public shares”) and oneredeemable common stock purchase warrant (each, a “public warrant”). Each public warrant entitles the holder to purchase one-half of one share of Class Acommon stock at a price of $11.50 per whole share. Simultaneously with the consummation of the public offering, our Sponsors purchased an aggregate of14,000,000 warrants, at a price of $0.50 per warrant, each exercisable to purchase one-half of one share of common stock at a price of $11.50 per share (the“sponsor warrants”), in a private placement (the “private placement”), generating total proceeds of $7,000,000. The sponsor warrants are identical to thepublic warrants sold as part of the units in the public offering except that, so long as they are held by their initial purchasers or their permitted transferees, (i)they will not be redeemable by us, (ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limitedexceptions, be transferred, assigned or sold until 30 days after the completion of our initial Business Combination and (iii) they may be exercised by theholders on a cashless basis. Prior to the public offering, in 2008, the Leucadia Sponsor purchased an aggregate of 1,000 shares of the Company’s common stock (100% of the issued andoutstanding shares) for $1,000. On September 15, 2015, the Company increased the total number of authorized shares of all classes of capital stock to221,000,000, of which 200,000,000 shares are Class A shares at par value $0.0001 per share; 20,000,000 shares are Class F shares at par value $0.0001 pershare; and 1,000,000 shares are Preferred stock at par value $0.0001 per share. 2  On September 15, 2015, the Company reclassified all of its issued and outstanding shares of common stock to Class F common stock (the “founders shares”),and conducted a 1:7,187.5 stock split. On September 16, 2015, the Company issued 7,187,500 additional founder shares to the FEI Sponsor for $10,000. OnOctober 1, 2015, the Company completed a 5:1 reverse stock split of the founder shares. On April 27, 2016, the Company conducted a 1:3 stock split, and onMay 25, 2016, each of the Sponsors returned to the Company, at no cost, 718,750 founders shares (1,437,500 total shares), which were cancelled. Theunderwriters did not exercise their over-allotment option in connection with the public offering and as such, the Sponsors forfeited 937,500 founder shares,which were returned to the Company, at no cost, on June 30, 2016. Following these transactions, each of the Sponsors owned 50% of the 6,250,000 issuedand outstanding founders shares. Upon the closing of the public offering and the private placement, $250,000,000 was placed in a trust account with Continental Stock Transfer & TrustCompany acting as trustee (the “Trust Account”). Except for the withdrawal of interest to pay income taxes and franchise taxes, if any, our second amendedand restated certificate of incorporation (the “Certificate of Incorporation”) provides that none of the funds held in trust will be released from the TrustAccount until the earlier of (i) the completion of the Business Combination; or (ii) the redemption of any public shares properly tendered in connection witha stockholder vote to amend the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the publicshares if the Company does not complete the Business Combination within 24 months from the closing of the public offering; or (iii) the redemption of 100%of the public shares if the Company is unable to complete the Business Combination within 24 months from the closing of the public offering. The proceedsheld in the Trust Account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment CompanyAct of 1940, as amended (the “Investment Company Act”), having a maturity of 180 days or less or in money market funds meeting certain conditions underRule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. After the payment of underwriting discounts and commissions (excluding the deferred portion of $8,750,000 in underwriting discounts and commissions,which will be payable upon consummation of our initial Business Combination if consummated) and approximately $655,000 in expenses relating to thepublic offering, approximately $1,000,000 of the net proceeds of the public offering and private placement was not deposited into the Trust Account and wasretained by us for working capital purposes. The net proceeds deposited into the Trust Account remain on deposit in the Trust Account earning interest. As ofDecember 31, 2017, there was $252,054,977 in investments and cash held in the Trust Account and $571,748 of cash held outside the Trust Accountavailable for working capital purposes. As of December 31, 2017, no funds had been withdrawn from the Trust Account to pay taxes. We have a current taxliability of $448,099 related to trust earnings offset by losses from operations. Effecting Our Initial Business Combination General We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time. We intend to effectuate our initial BusinessCombination using cash held in the Trust Account, our equity, debt or a combination of these as the consideration. We may seek to complete our initialBusiness Combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject usto the numerous risks inherent in such companies and businesses. If our initial Business Combination is paid for using equity or debt securities, or not all of the funds released from the Trust Account are used for payment ofthe consideration in connection with our initial Business Combination or used for redemptions of our Class A common stock, we may apply the balance ofthe cash released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of the post-transactioncompany, the payment of principal or interest due on indebtedness incurred in completing our initial Business Combination, to fund the purchase of othercompanies or for working capital. 3  Selection of a target business and structuring of our initial Business Combination While we may pursue an acquisition opportunity in any business industry or sector, we intend to focus on identifying a Business Combination opportunity inindustries or sectors that complement our management team’s background, and to capitalize on the ability of our management team to identify, acquire andoperate a business, focusing on the dining, hospitality, entertainment and gaming industries in the United States. We believe our management team is wellpositioned to take advantage of the growing set of investment opportunities focused in the dining, hospitality, entertainment and gaming industries, to createvalue for our stockholders, and that our contacts and sources, ranging from owners of private and public companies, private equity funds, investment bankers,attorneys, accountants and business brokers in these sectors will allow us to generate attractive acquisition opportunities. Our Certificate of Incorporationprohibits us from effectuating a Business Combination with another blank check company or similar company with nominal operations. Our 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 assetsheld in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of theagreement to enter into the initial Business Combination. If our board is not able to independently determine the fair market value of the target business orbusinesses, we will obtain an opinion from an independent accounting firm or independent investment banking firm that is a member of the FinancialIndustry Regulatory Authority, or FINRA, with respect to the satisfaction of such criteria. We do not intend to purchase multiple business in unrelatedindustries in connection with our initial Business Combination. We anticipate structuring our initial Business Combination so that the post-transactioncompany in which our public stockholders own shares will own or acquire substantially all of the equity interests or assets of the target business orbusinesses. We may, however, structure our initial Business Combination such that the post-transaction company owns or acquires less than substantially allof such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but wewill only complete such Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of thetarget or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the InvestmentCompany Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the votingsecurities of the target, our stockholders prior to the Business Combination may collectively own a minority interest in the post-transaction company,depending on valuations ascribed to the target and us in the Business Combination transaction. For example, we could pursue a transaction in which we issuea substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interestin the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial BusinessCombination could own less than a majority of our outstanding shares subsequent to our initial Business Combination. If less than 100% of the equityinterests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that isowned or acquired is what will be valued for purposes of the 80% of net assets test. If the Business Combination involves more than one target business, the80% of net assets test will be based on the aggregate value of all of the target businesses even if the acquisitions of the target businesses are not closedsimultaneously. In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings withincumbent ownership, management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review offinancial and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure andnegotiate the terms of the Business Combination transaction. The time required to evaluate a target business and to structure and complete our initial Business Combination, and the costs associated with this process, arenot currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, aprospective target business with which our Business Combination is not ultimately completed will result in our incurring losses and will reduce the funds wecan use to complete another Business Combination. We will not pay any finder’s or consulting fees to our Sponsors, officers or directors, or any of our or theirrespective affiliates, for services rendered to us prior to or in connection with the completion of our Business Combination. However, we will not beprohibited from engaging an affiliate of our Leucadia Sponsor or its affiliates as financial advisors in connection with our initial Business Combination andpaying a customary financial advisory fee in an amount that constitutes a market standard financial advisory fee for comparable transactions, although we arenot under any contractual obligation, and have no present intent, to do so. 4  Redemption rights for holders of public shares upon consummation of our initial Business Combination We will provide our stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial BusinessCombination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business daysprior to the consummation of our initial Business Combination, including interest, less income taxes payable, divided by the number of then outstandingpublic shares, subject to the limitations described herein. There will be no redemption rights upon the completion of our initial Business Combination withrespect to our warrants. Our initial stockholders have entered into letter agreements with us, pursuant to which they have agreed to waive their redemptionrights with respect to their founder shares and any public shares they may hold in connection with the completion of our initial Business Combination. Conduct of redemptions pursuant to tender offer rules If we conduct redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), we will, pursuant to our Certificateof Incorporation: (a) conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and (b)file tender offer documents with the SEC prior to completing our initial Business Combination which contain substantially the same financial and otherinformation about the initial Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates thesolicitation of proxies. Submission of our initial Business Combination to a stockholder vote In the event that we seek stockholder approval of our initial Business Combination, we will distribute proxy materials and, in connection therewith, provideour public stockholders with the redemption rights described above upon completion of the initial Business Combination. If we seek stockholder approval, we will complete our initial Business Combination only if a majority of the outstanding shares of common stock voted arevoted in favor of the Business Combination. In such case, our initial stockholders have agreed to vote their founder shares and any public shares purchasedduring or after the initial public offering in favor of our initial Business Combination. Each public stockholder may elect to redeem their public sharesirrespective of whether they vote for or against the proposed transaction. In addition, our initial stockholders have agreed to waive their redemption rightswith respect to their founder shares, and any public shares they may hold in connection with the consummation of the Business Combination. If we seek stockholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial BusinessCombination pursuant to the tender offer rules, our initial stockholders, directors, executive officers, advisors or their affiliates may purchase shares or publicwarrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial Business Combination. However,other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated anyterms or conditions for any such transactions. None of the funds held in the Trust Account will be used to purchase shares or public warrants in suchtransactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic informationnot disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, ifany, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rulesunder the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchaserswill comply with such rules. 5  The purpose of any such purchases of shares could be to vote such shares in favor of the Business Combination and thereby increase the likelihood ofobtaining stockholder approval of the Business Combination or to satisfy a closing condition in an agreement with a target that requires us to have aminimum net worth or a certain amount of cash at the closing of our Business Combination, where it appears that such requirement would otherwise not bemet. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on anymatters submitted to the warrantholders for approval in connection with our initial Business Combination. Any such purchases of our securities may result inthe completion of our Business Combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of ourClass A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult tomaintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Limitation on redemption rights upon completion of our initial Business Combination if we seek stockholder approval Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial Business Combination and we do not conduct redemptions inconnection with our Business Combination pursuant to the tender offer rules, our Certificate of Incorporation provides that a public stockholder, togetherwith 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 theExchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the initial public offering. Webelieve the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders touse their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current marketprice or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in the initial publicoffering could threaten to exercise its redemption rights against a Business Combination if such holder’s shares are not purchased by us or our management ata premium to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem to no more than 15% of the sharessold in the initial public offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability tocomplete our Business Combination, particularly in connection with a Business Combination with a target that requires as a closing condition that we have aminimum net worth or a certain amount of cash. However, we would not be restricting our stockholders’ ability to vote all of their shares (including all sharesheld by those stockholders that hold more than 15% of the shares sold in the initial public offering) for or against our Business Combination. Redemption of public shares and liquidation if no initial Business Combination The Sponsors, our executive officers and directors have agreed that we will have until June 1, 2018 to complete our initial Business Combination. If we areunable to complete our initial Business Combination by June 1, 2018, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptlyas reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregateamount then on deposit in the Trust Account, including interest (less up to $50,000 of interest to pay dissolution expenses and net of taxes payable), dividedby the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including theright to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations underDelaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributionswith respect to our warrants, which will expire worthless if we fail to complete our initial Business Combination by June 1, 2018. 6  Competition In identifying, evaluating and selecting a target business for our Business Combination, we may encounter intense competition from other entities having abusiness objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating businessesseeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting Business Combinationsdirectly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability toacquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing theacquisition of a target business. Furthermore, our obligation to pay cash in connection with our public stockholders who exercise their redemption rights mayreduce the resources available to us for our initial Business Combination and our outstanding warrants, and the future dilution they potentially represent,may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating aninitial Business Combination. Facilities We currently maintain our executive offices at 1510 West Loop South, Houston, Texas 77027. The cost for this space is included in the $10,000 per monthfee that we pay our FEI Sponsor for office space, utilities and secretarial and administrative services. We consider our current office space adequate for ourcurrent operations. Employees We currently have five executive officers. Members of our management team are not obligated to devote any specific number of hours to our matters but theyintend to devote as much of their time as they deem necessary to our affairs until we have completed our initial Business Combination. The amount of timethat Messrs. Fertitta, Handler or any of our other executive officers or directors will devote in any time period will vary based on whether a target business hasbeen identified for our initial Business Combination and the stage of the Business Combination process we are in. We do not intend to have any full timeemployees prior to the completion of our initial Business Combination. Available Information We are required to file Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the U.S. Securities and Exchange Commission (the “SEC”) ona regular basis, and are required to disclose certain material events in a Current Report on Form 8-K. The public may read and copy any materials we file withthe SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the PublicReference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy and information statementsand other information regarding issuers that file electronically with the SEC. The SEC’s Internet website is located at http://www.sec.gov. Item 1A. Risk Factors An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the otherinformation contained in this 10-K, before making a decision to invest in our units. If any of the following events occur, our business, financial conditionand operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part ofyour investment. Forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can beno assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks,uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from thoseexpressed or implied by these forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or ourmanagement team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts orother characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,”“believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” andsimilar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Factorsthat might cause or contribute to such forward-looking statements include, but are not limited to, those set forth herein and should be read in conjunctionwith our financial statements and related notes thereto included elsewhere in this report. 7  We are an emerging growth company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve ourbusiness objective. We are an emerging growth company with no operating results since our formation in 2008, and we will not commence operations until completing aBusiness Combination. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective ofcompleting our initial Business Combination with one or more target businesses. We have no plans, arrangements or understandings with any prospectivetarget business concerning a Business Combination and may be unable to complete our Business Combination. If we fail to complete our BusinessCombination, we will never generate any operating revenues. Our public stockholders may not be afforded an opportunity to vote on our proposed Business Combination, which means we may complete our initialBusiness Combination even though a majority of our public stockholders do not support such a combination. We may not hold a stockholder vote to approve our initial Business Combination unless the Business Combination would require stockholder approvalunder applicable state law or the rules of Nasdaq or if we decide to hold a stockholder vote for business or other reasons. For instance, Nasdaq rules currentlyallow us to engage in a tender offer in lieu of a stockholder meeting but would still require us to obtain stockholder approval if we were seeking to issue morethan 20% of our outstanding shares to a target business as consideration in any Business Combination. Therefore, if we were structuring a BusinessCombination that required us to issue more than 20% of our outstanding shares, we would seek stockholder approval of such Business Combination.However, except as required by law, the decision as to whether we will seek stockholder approval of a proposed Business Combination or will allowstockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timingof the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Accordingly, we may consummate ourinitial Business Combination even if holders of a majority of the outstanding shares of our common stock do not approve of the Business Combination weconsummate. If we seek stockholder approval of our initial Business Combination, our Sponsors and our officers and directors have agreed, pursuant to writtenagreements with us, to vote any public shares purchased during or after the offering in favor of our initial Business Combination, regardless of how ourpublic stockholders vote. Unlike many other blank check companies in which the Sponsors agree to vote its founder shares in accordance with the majority of the votes cast by thepublic stockholders in connection with an initial Business Combination, our Sponsors have agreed, pursuant to written agreements with us, to vote theirfounder shares, as well as any public shares purchased in or after our public offering, in favor of our initial Business Combination. In addition, our officersand directors have also agreed, pursuant to written agreements with us, to vote any public shares purchased in or after our public offering in favor of ourinitial Business Combination. Accordingly, if we seek stockholder approval of our initial Business Combination, it is more likely that the necessarystockholder approval will be received than would be the case if our Sponsors, officers and directors agreed to vote their founder shares and public shares, asapplicable, in accordance with the majority of the votes cast by our public stockholders. As of December 31, 2017 our Sponsors collectively owned6,250,000 founder shares and 638,561 public shares. The only opportunity our public stockholders have to affect the investment decision regarding a potential Business Combination will be limited to theexercise of their right to redeem their shares from us for cash, unless we seek stockholder approval of the Business Combination. Since our board of directors may complete a Business Combination without seeking stockholder approval, public stockholders may not have the right oropportunity to vote on the Business Combination, unless we seek such stockholder vote. Accordingly, the only opportunity our public stockholders have toaffect the investment decision regarding a potential Business Combination may be limited to exercising their redemption rights within the period of time(which will be at least 20 business days) set forth in our tender offer documents mailed to our public stockholders in which we describe our initial BusinessCombination. 8  The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential Business Combinationtargets, which may make it difficult for us to enter into a Business Combination with a target. We may seek to enter into a Business Combination transaction agreement with a prospective target that requires as a closing condition that we have aminimum net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights, we would not be able to meet such closingcondition and, as a result, would not be able to proceed with the Business Combination. Furthermore, in no event will we redeem our public shares in anamount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules) or any greater nettangible asset or cash requirement which may be contained in the agreement relating to our initial Business Combination. In connection with a proposedBusiness Combination, the determination of whether we satisfy such net tangible asset or cash requirement would take into account payment in full of thedeferred underwriting commissions upon consummation of such Business Combination. If accepting all properly submitted redemption requests would causeour net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would not proceedwith such redemption and the related Business Combination and may instead search for an alternate Business Combination. Prospective targets will be awareof these risks and, thus, may be reluctant to enter into a Business Combination transaction with us. The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the mostdesirable Business Combination or optimize our capital structure. At the time we enter into an agreement for our initial Business Combination, we will not know how many stockholders may exercise their redemption rights,and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our BusinessCombination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount ofcash at closing, we will need to reserve a portion of the cash in the Trust Account to meet such requirements, or arrange for third party financing. In addition,if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion ofthe cash in the Trust Account or arrange for third party financing. Raising additional third party financing may involve dilutive equity issuances or theincurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable BusinessCombination available to us or optimize our capital structure. The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that ourinitial Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock. If our Business Combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have aminimum amount of cash at closing, the probability that our initial Business Combination would be unsuccessful is increased. If our initial BusinessCombination is unsuccessful, you would not receive your pro rata portion of the Trust Account until we liquidate the Trust Account. If you are in need ofimmediate liquidity, you could attempt to sell your stock in the open market; however, at such time our stock may trade at a discount to the pro rata amountper share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection withour redemption until we liquidate or you are able to sell your stock in the open market. 9  The requirement that we complete our initial Business Combination within 24 months after the closing of the public offering may give potential targetbusinesses leverage over us in negotiating a Business Combination and may decrease our ability to conduct due diligence on potential BusinessCombination targets as we approach our dissolution deadline. This could undermine our ability to complete our Business Combination on terms thatwould produce value for our stockholders. Any potential target business with which we enter into negotiations concerning a Business Combination will be aware that we must complete our initialBusiness Combination within 24 months from the closing of the public offering, or by June 1, 2018. Consequently, such target business may obtain leverageover us in negotiating a Business Combination, knowing that if we do not complete our initial Business Combination with that particular target business, wemay be unable to complete our initial Business Combination with any target business. This risk will increase as we get closer to the timeframe describedabove. In addition, we may have limited time to conduct due diligence and may enter into our initial Business Combination on terms that we would haverejected upon a more comprehensive investigation. We may not be able to complete our initial Business Combination within 24 months after the closing of the public offering, in which case we would ceaseall operations except for the purpose of winding up and we would redeem our public shares and liquidate. We may not be able to find a suitable target business and complete our initial Business Combination by June 1, 2018. If we have not completed our initialBusiness Combination within such time period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possiblebut not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on depositin the Trust Account, including interest (less taxes payable and up to $50,000 of interest to pay dissolution expenses), divided by the number of thenoutstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive furtherliquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval ofour remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide forclaims of creditors and the requirements of other applicable law. We are a newly formed alliance between our Sponsors and there is no basis upon which to evaluate our ability to achieve our business objectives. Neither of our Sponsors has prior experience with emerging growth companies similar to ours. In addition, our FEI Sponsor and our Leucadia Sponsor havenot previously cooperated with one another on a blank check company and may be considered a first-time alliance between Sponsors. As a result, there is nobasis upon which to evaluate our ability to work together. There may be increased risk if unanticipated disagreements between our Sponsors develop. In thatcase, we may be unable to complete our initial Business Combination for reasons, including, but not limited to, an inability to agree on: an appropriatetarget, terms suitable to the target’s controlling investors, the composition of the management team, or appropriate financing strategies to accomplish theinitial Business Combination. If we seek stockholder approval of our initial Business Combination, our Sponsors, directors, executive officers, advisors and their affiliates may elect topurchase shares or warrants from public stockholders or public warrantholders, which may influence a vote on a proposed Business Combination andreduce the public “float” of our common stock or public warrants. If we seek stockholder approval of our initial Business Combination and we do not conduct redemptions in connection with our Business Combinationpursuant to the tender offer rules, our Sponsors, directors, executive officers, advisors or their affiliates may purchase shares or warrants in privatelynegotiated transactions or in the open market either prior to or following the completion of our initial Business Combination, although they are under noobligation to do so. Such a purchase of shares may include a contractual acknowledgement that such stockholder, although still the record holder of ourshares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Sponsors, directors, executiveofficers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise theirredemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of any such purchases ofshares could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of theBusiness Combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cashat the closing of our Business Combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of publicwarrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrantholders for approval inconnection with our initial Business Combination. Any such purchases of our securities may result in the completion of our Business Combination that maynot otherwise have been possible. 10  In addition, if such purchases are made, the public “float” of our common stock or warrants and the number of beneficial holders of our securities may bereduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our Business Combination, or fails to comply with theprocedures for tendering its shares, such shares may not be redeemed. We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our Business Combination.Despite our compliance with these rules, if a stockholder fails to receive our proxy or tender offer materials, as applicable, such stockholder may not becomeaware of the opportunity to redeem its shares. In addition, the proxy documents or tender offer materials, as applicable, that we will furnish to holders of ourpublic shares in connection with our initial Business Combination will describe the various procedures that must be complied with in order to validly redeemor tender public shares. In the event that a stockholder fails to comply with these procedures, its shares may not be redeemed. Our public stockholders do not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, toliquidate their investment, our public stockholders may be forced to sell their public shares or warrants, potentially at a loss. Our public stockholders are entitled to receive funds from the Trust Account only upon the earlier to occur of: (i) our completion of an initial BusinessCombination, and then only in connection with those shares of our common stock that such stockholder properly elected to redeem, subject to certainlimitations, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our Certificate of Incorporation tomodify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial Business Combination within 24months from the closing of the public offering, or (iii) the redemption of our public shares if we are unable to complete an initial Business Combinationwithin 24 months from the closing of the public offering, subject to applicable law and as further described herein. In addition, if our plan to redeem ourpublic shares if we are unable to complete an initial Business Combination within 24 months from the closing of the public offering is not completed for anyreason, compliance with Delaware law may require that we submit a plan of dissolution to our then-existing stockholders for approval prior to the distributionof the proceeds held in our Trust Account. In that case, public stockholders may be forced to wait beyond 24 months from the closing of the public offeringbefore they receive funds from our Trust Account. In no other circumstances will a public stockholder have any right or interest of any kind in the TrustAccount. Accordingly, to liquidate their investment, our public stockholders may be forced to sell their public shares or warrants, potentially at a loss. Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us toadditional trading restrictions. We cannot assure you that our securities will continue to be listed on Nasdaq in the future or prior to our initial Business Combination. In order to continuelisting our securities on Nasdaq prior to our initial Business Combination, we must maintain certain financial, distribution and stock price levels. Generally,we must maintain a minimum amount in stockholders’ equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300public holders). Additionally, in connection with our initial Business Combination, we will be required to demonstrate compliance with Nasdaq’s initiallisting requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities onNasdaq. For instance, our stock price would generally be required to be at least $4.00 per share and our stockholders’ equity would generally be required tobe at least $5.0 million. We cannot assure you that we will be able to meet those initial listing requirements at that time. 11  On January 2, 2018, we received a letter from the staff of Nasdaq’s Listing Qualifications Department notifying us that we no longer complied with NasdaqListing Rule 5620(a) for continued listing due to our failure to hold an annual meeting of stockholders within twelve months of the end of our fiscal yearended December 31, 2016. On February 12, 2018, we submitted our plan to regain compliance pursuant to the procedures set forth in the Nasdaq listing rules.On February 23, 2018, Nasdaq granted us an exception of up to 180 calendar days from the fiscal year end, or until June 29, 2018, to regain compliance. Inthe event we do not satisfy the terms of the extension, Nasdaq will notify us that our securities will be delisted. At that time, we will have the opportunity toappeal the determination to a Hearings Panel. If we timely appeal, our securities would remain listed pending such decision. There can be no assurance that, ifwe do appeal, such appeal would be successful. If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect oursecurities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including: ·a limited availability of market quotations for our securities;·reduced liquidity for our securities;·a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock toadhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;·a limited amount of news and analyst coverage; and·a decreased ability to issue additional securities or obtain additional financing in the future. The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certainsecurities, which are referred to as “covered securities”, which includes our Class A common stock and warrants. Although the states are preempted fromregulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a findingof fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used thesepowers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators viewblank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies intheir states. Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulation in each statein which we offer our securities. Our public stockholders will not be entitled to protections normally afforded to investors of many other blank check companies. Since the net proceeds of our public offering and the sale of the Sponsor Warrants are intended to be used to complete an initial Business Combination with atarget business that has not been selected, we may be deemed to be a “blank check” company under the United States securities laws. However, because wehave net tangible assets in excess of $5,000,000 and have filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, weare exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be affordedthe benefits or protections of those rules. Among other things, this means we will have a longer period of time to complete our Business Combination than docompanies subject to Rule 419. Moreover, if the Public offering had been subject to Rule 419, that rule would have prohibited the release of any interestearned on funds held in the Trust Account to us unless and until the funds in the Trust Account were released to us in connection with the completion of aninitial Business Combination. 12  If we seek stockholder approval of our initial Business Combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a“group” of stockholders are deemed to hold in excess of 15% of our Class A common stock, you will lose the ability to redeem all such shares in excess of15% of our Class A common stock. If we seek stockholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial BusinessCombination pursuant to the tender offer rules, our Certificate of Incorporation provides that a public stockholder, together with any affiliate of suchstockholder 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), will berestricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in the public offering, which we refer to as the“Excess Shares.” However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against ourBusiness Combination. Your inability to redeem the Excess Shares will reduce our public stockholders’ influence over our ability to complete our BusinessCombination and our public stockholders could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions.Additionally, our public stockholders will not receive redemption distributions with respect to the Excess Shares if we complete our Business Combination.And as a result, our public stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be requiredto sell your stock in open market transactions, potentially at a loss. Because of our limited resources and the significant competition for Business Combination opportunities, it may be more difficult for us to complete ourinitial Business Combination. If we are unable to complete our initial Business Combination, our public stockholders may receive only approximately$10.00 per share on our liquidation, and our warrants will expire worthless. We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may beindividuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses weintend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly orindirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, humanand other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many ofthese competitors. While we believe there are numerous target businesses we could potentially acquire, our ability to compete with respect to the acquisitionof certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others anadvantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem theirshares for cash at the time of our initial Business Combination in conjunction with a stockholder vote or via a tender offer. Target companies will be awarethat this may reduce the resources available to us for our initial Business Combination. Any of these obligations may place us at a competitive disadvantagein successfully negotiating a Business Combination. If we are unable to complete our initial Business Combination, our public stockholders may receiveapproximately $10.00 per share on our liquidation, and our warrants will expire worthless. Our Sponsors, and their affiliates, have no obligation to provide us with potential investment opportunities or to devote any specified amount of time orsupport to our company’s business. Although we expect to benefit from our Sponsors’ network of relationships and processes for evaluating and allocating investment opportunities amongitself, us, and other parties, our Sponsors have no legal or contractual obligation to seek on our behalf or to present to us investment opportunities that mightbe suitable for our business. Our Sponsors may allocate potential investments at their discretion to any of their affiliates, us, or other parties. We have noinvestment management, advisory, consulting or other agreement in place with our Sponsors that obligate them to undertake efforts on our behalf or thatgovern the manner in which they will allocate investment opportunities. Even if our Sponsors refer an opportunity to us, no assurance can be given that suchopportunity will result in an acquisition agreement or an initial Business Combination. 13  If the funds available to us outside of the Trust Account are insufficient to allow us to operate at least until June 1, 2018, we may be unable to completeour initial Business Combination. The funds available to us outside of the Trust Account may not be sufficient to allow us to operate at least until June 1, 2018, assuming that our initialBusiness Combination is not completed during that time. We believe that the funds available to us outside of the Trust Account will be sufficient to allow usto operate at least until June 1, 2018; however, we cannot assure you that our estimate is accurate. We will use or have used a portion of the funds available tous to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies on termsmore favorable to such target businesses) with respect to a particular proposed Business Combination, although we do not have any current intention to doso. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit suchfunds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, atarget business. If we are unable to complete our initial Business Combination, our public stockholders may only receive approximately $10.00 per share onour liquidation, and our warrants will expire worthless. If the funds available to us outside of the Trust Account are insufficient, it could limit the amount available to fund our search for a target business orbusinesses and complete our initial Business Combination, and we will depend on loans from our Sponsors or management team to fund our search, to payour franchise and income taxes and to complete our Business Combination. On December 31, 2017 the funds available to us outside of the Trust Account were $571,748, which will be used to fund our working capital requirements. Ifwe are required to seek additional capital, we would need to borrow funds from our Sponsors, management team or other third parties to operate or may beforced to liquidate. None of our Sponsors, members of our management team or any of their affiliates is under any obligation to advance funds to us in suchcircumstances. Any such advances would be repaid only from funds held outside the Trust Account or from funds released to us upon completion of ourinitial Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we willbe forced to cease operations and liquidate the Trust Account. Consequently, our public stockholders may only receive approximately $10.00 per share onour liquidation of our public shares, and our warrants will expire worthless. Subsequent to our completion of our initial Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment orother charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause you tolose some or all of your investment. Even if we conduct due diligence on a target business with which we combine, we cannot assure you that this diligence will surface all material issues thatmay be present inside a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, orthat factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down orwrite-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligencesuccessfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminaryrisk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of thisnature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or othercovenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debtfinancing. Accordingly, any stockholders who choose to remain stockholders following the Business Combination could suffer a reduction in the value oftheir shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was dueto the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim undersecurities laws that the tender offer materials or proxy statement relating to the Business Combination contained an actionable material misstatement ormaterial omission. 14  If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per share redemption amount received bystockholders may be less than $10.00 per public share. Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, serviceproviders (other than our independent accountants), prospective target businesses or other entities with which we do business execute agreements with uswaiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public stockholders, such parties maynot execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including,but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of thewaiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third partyrefuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternativesavailable to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’sengagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whoseparticular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or incases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree towaive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourseagainst the Trust Account for any reason. Upon redemption of our public shares, if we are unable to complete our Business Combination within the prescribedtimeframe, or upon the exercise of a redemption right in connection with our Business Combination, we will be required to provide for payment of claims ofcreditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amountreceived by public stockholders could be less than the $10.00 per public share initially held in the Trust Account, due to claims of such creditors. OurSponsors have agreed that they will be jointly and severally liable to us if and to the extent any claims by a vendor for services rendered or products sold tous, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the Trust Account to belowthe lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the TrustAccount, 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 allrights to seek access to the Trust Account and except as to any claims under our 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, ourSponsors will not be responsible to the extent of any liability for such third party claims. However, we have not asked our Sponsors to reserve for suchindemnification obligations, nor have we independently verified whether our Sponsors have sufficient funds to satisfy their indemnity obligations. Therefore,we cannot assure you that our Sponsors would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by thirdparties including, without limitation, claims by vendors and prospective target businesses. Our directors may decide not to enforce the indemnification obligations of our Sponsors, resulting in a reduction in the amount of funds in the TrustAccount available for distribution to our public stockholders. In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per share held in theTrust Account as of the date of the liquidation of the Trust Account, in each case net of the interest which may be withdrawn to pay taxes, and one of ourSponsors asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directorswould determine whether to take legal action against such Sponsor to enforce its indemnification obligations. While we currently expect that ourindependent directors would take legal action on our behalf against our Sponsors to enforce their indemnification obligations to us, it is possible that ourindependent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If ourindependent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to ourpublic stockholders may be reduced below $10.00 per public share. 15  If, after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition isfiled against us that is not dismissed, a bankruptcy court may seek to recover such proceeds directly from our stockholders, and the members of our boardof directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us toclaims of punitive damages. If, after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition isfiled against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws aseither a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders.In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposingitself and us to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors. If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition isfiled against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-shareamount that would otherwise be received by our stockholders in connection with our liquidation may be reduced. If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition isfiled against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in ourbankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete theTrust Account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced. If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirementsand our activities may be restricted, which may make it difficult for us to complete our Business Combination. If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including: ·restrictions on the nature of our investments; and·restrictions on the issuance of securities, each of which may make it difficult for us to complete our Business Combination. In addition, we may have imposed upon us burdensome requirements,including: ·registration as an investment company;·adoption of a specific form of corporate structure; and·reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations. In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we areengaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning,holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on anunconsolidated basis. Our business will be to identify and complete a Business Combination and thereafter to operate the post-transaction business or assetsfor the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses orassets or to be a passive investor. 16  We do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the TrustAccount may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having amaturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act whichinvest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets.By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the longterm (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investmentcompany” within the meaning of the Investment Company Act. The Trust Account is intended as a holding place for funds pending the earlier to occur ofeither: (i) the completion of our primary business objective, which is a Business Combination; or (ii) absent a Business Combination, our return of the fundsheld in the Trust Account to our public stockholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, wemay be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with theseadditional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a BusinessCombination. If we are unable to complete our initial Business Combination, our public stockholders may only receive approximately $10.00 per share onour liquidation, and our warrants will expire worthless. Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results ofoperations. We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC andother legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws andregulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on ourbusiness, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have amaterial adverse effect on our business and results of operations. If we are unable to consummate our initial Business Combination, our public stockholders may be forced to wait beyond 24 months from the closing of ourpublic offering before the redemption proceeds from our Trust Account become available to them. If we are unable to consummate our initial Business Combination within 24 months from the closing of the public offering, the proceeds then on deposit inthe Trust Account, including interest (less taxes payable and up to $50,000 of interest to pay dissolution expenses), will be used to fund the redemption ofour public shares. Any redemption by public stockholders from the Trust Account shall be effected automatically by function of our Certificate ofIncorporation prior to any voluntary winding up. If we are required to wind-up, liquidate the Trust Account and distribute such amount therein, pro rata, toour public stockholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions underDelaware law. In that case, investors may be forced to wait beyond 24 months from the closing of our public offering before the redemption proceeds of ourTrust Account become available to them, and they receive the return of their pro rata portion of the proceeds from our Trust Account. We have no obligationto return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial Business Combination prior thereto and onlythen in cases where investors have sought to redeem their shares of Class A common stock. Only upon our redemption or any liquidation will publicstockholders be entitled to distributions if we are unable to complete our initial Business Combination. Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares. Under the Delaware General Corporation Law, or DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent ofdistributions received by them in a dissolution. The pro rata portion of our Trust Account distributed to our public stockholders upon the redemption of ourpublic shares in the event we do not complete our initial Business Combination within 24 months from the closing of the public offering may be considered aliquidation distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that itmakes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against thecorporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidatingdistributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s prorata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of thedissolution. However, it is our intention to redeem our public shares as soon as reasonably possible following the 24th month from the closing of the publicoffering in the event we do not complete our Business Combination and, therefore, we do not intend to comply with those procedures. 17  Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time thatwill provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following ourdissolution. Because we are a blank check company, rather than an operating company, and our operations are limited to searching for prospective targetbusinesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. Ifour plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to thelesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely bebarred after the third anniversary of the dissolution. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liablefor any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary ofsuch date. Furthermore, if the pro rata portion of our Trust Account distributed to our public stockholders upon the redemption of our public shares in theevent we do not complete our initial Business Combination within 24 months from the closing of the public offering is not considered a liquidationdistribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute oflimitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidationdistribution. We may not hold an annual meeting of stockholders until after the consummation of our initial Business Combination. In addition, our publicstockholders will not have the right to elect directors prior to the consummation of our initial Business Combination. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year endfollowing our listing on Nasdaq. Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders for the purposes ofelecting directors in accordance with our amended and restated bylaws unless such election is made by written consent in lieu of such a meeting. We may nothold an annual meeting of stockholders to elect new directors prior to the consummation of our initial Business Combination, and thus we may not be incompliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to theconsummation of our initial Business Combination, they may attempt to force us to hold one by submitting an application to the Delaware Court ofChancery in accordance with Section 211(c) of the DGCL. Until we hold an annual meeting of stockholders, public stockholders may not be afforded theopportunity to discuss company affairs with management. In addition, as holders of our Class A common stock, our public stockholders will not have theright to vote on the election of directors prior to consummation of our initial Business Combination. 18  We have not registered the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws atthis time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exerciseits warrants and causing such warrants to expire worthless. We have not registered the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at thistime. However, under the terms of the warrant agreement, we have agreed to use our best efforts to file a registration statement under the Securities Actcovering such shares and maintain a current prospectus relating to the Class A common stock issuable upon exercise of the warrants. We cannot assure youthat we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registrationstatement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If theshares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on acashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking toexercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercisingholder, unless an exemption is available. Notwithstanding the above, if our Class A common stock is at the time of any exercise of a warrant not listed on anational securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option,require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, inthe event we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the shares under blue sky laws, and inthe event we do not so elect, we will use our best efforts to register or qualify the shares under the blue sky laws of the state of residence in those states inwhich the warrants were initially offered by us in the public offering. In no event will we be required to net cash settle any warrant, or issue securities or othercompensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act orapplicable state securities laws. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration orqualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In suchevent, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of Class A commonstock included in the units. If and when the warrants become redeemable by us, we may exercise our redemption right even if the issuance of shares of Class Acommon stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws and we are unable to effectsuch registration or qualification, subject to our obligation in such case to use our best efforts to register or qualify the shares of Class A common stock underthe blue sky laws of the state of residence in those states in which the warrants were initially offered by us in the public offering. The grant of registration rights to our initial stockholders and holders of our Sponsor Warrants may make it more difficult to complete our initial BusinessCombination, and the future exercise of such rights may adversely affect the market price of our Class A common stock. Pursuant to the registration rights agreement, our initial stockholders and their permitted transferees can demand that we register the founder shares after thoseshares convert to shares of our Class A common stock at the time of our initial Business Combination. In addition, holders of our Sponsor Warrants and theirpermitted transferees can demand that we register the Sponsor Warrants and the shares of Class A common stock issuable upon exercise of the SponsorWarrants and holders of warrants that may be issued upon conversion of working capital loans may demand that we register such warrants or the Class Acommon stock issuable upon conversion of such warrants. The registration rights will be exercisable with respect to the founder shares and the SponsorWarrants and the shares of Class A common stock issuable upon exercise of such Sponsor Warrants. We will bear the cost of registering these securities. Theregistration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of ourClass A common stock. In addition, the existence of the registration rights may make our initial Business Combination more costly or difficult to conclude.This is because the stockholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration tooffset the negative impact on the market price of our Class A common stock that is expected when the securities owned by our initial stockholders, holders ofour Sponsor Warrants or their respective permitted transferees are registered. 19  Because we are not limited to a particular industry sector or any specific target businesses with which to pursue our initial Business Combination, ourpublic stockholders will be unable to ascertain the merits or risks of any particular target business’s operations. We will seek to complete a Business Combination with an operating company in the dining, hospitality, entertainment and gaming industries in the UnitedStates but may also pursue acquisition opportunities in other industries or geographic regions, except that we are not, under our Certificate of Incorporation,permitted to effectuate our Business Combination with another blank check company or similar company with nominal operations. Because we have not yetselected any specific target business with respect to a Business Combination, there is no basis to evaluate the possible merits or risks of any particular targetbusiness’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our Business Combination, wemay be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstablebusiness or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of afinancially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular targetbusiness, we cannot be certain that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete duediligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks willadversely impact a target business. We also cannot be certain that an investment in our stock will ultimately prove to be more favorable to investors than adirect investment, if such opportunity were available, in a potential Business Combination target. Accordingly, any stockholders who choose to remainstockholders following the Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy forsuch reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or otherfiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the tender offer materials or proxy statementrelating to the Business Combination contained an actionable material misstatement or material omission. We may seek investment opportunities outside of the dining, hospitality, entertainment and gaming industries in the United States, which may be inindustries in which our management may not have expertise. Although we intend to focus on identifying Business Combination candidates in the dining, hospitality, entertainment and gaming industries in the UnitedStates and we will not initially actively seek to identify Business Combination candidates in other industries or regions, we will consider a BusinessCombination candidate outside of the dining, hospitality, entertainment and gaming industries in the United States if we determine that such candidate offersan attractive opportunity for our company or we are unable to identify a suitable candidate in the dining, hospitality, entertainment and gaming industries inthe United States industries after having expended a reasonable amount of time and effort in an attempt to do so. Although our management will endeavor toevaluate the risks inherent in any particular Business Combination candidate, we cannot assure you that we will adequately ascertain or assess all of thesignificant risk factors. In the event we elect to pursue an investment outside of the dining, hospitality, entertainment and gaming industries in the UnitedStates, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained herein regarding the dining,hospitality, entertainment and gaming industries in the United States would not be relevant to an understanding of the business that we elect to acquire. Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter intoour initial Business Combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter intoour initial Business Combination may not have attributes entirely consistent with our general criteria and guidelines. Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which weenter into our initial Business Combination will not have all of these positive attributes. If we complete our initial Business Combination with a target thatdoes not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our generalcriteria and guidelines. In addition, if we announce a prospective Business Combination with a target that does not meet our general criteria and guidelines, agreater number of stockholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target businessthat requires us to have a minimum net worth or a certain amount of cash. In addition, if stockholder approval of the transaction is required by law, or wedecide to obtain stockholder approval for business or other legal reasons, it may be more difficult for us to attain stockholder approval of our initial BusinessCombination if the target business does not meet our general criteria and guidelines. If we are unable to complete our initial Business Combination, ourpublic stockholders may only receive approximately $10.00 per share on our liquidation, and our warrants will expire worthless. 20  We may seek investment opportunities with a financially unstable business or an entity lacking an established record of sales or earnings. To the extent we complete our initial Business Combination with a financially unstable business or an entity lacking an established record of sales orearnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include volatile revenues orearnings and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in aparticular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to completedue diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those riskswill adversely impact a target business. We are not required to obtain an opinion from an independent investment banking or accounting firm, and consequently, you may have no assurance froman independent source that the price we are paying for the business is fair to our stockholders from a financial point of view. Unless we complete our Business Combination with an affiliated entity, we are not required to obtain an opinion from an independent investment bankingfirm that is a member of FINRA that the price we are paying is fair to our company from a financial point of view. If no opinion is obtained, our stockholderswill be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financialcommunity. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial BusinessCombination. We may issue additional shares of Class A common stock or preferred stock to complete our initial Business Combination or under an employee incentiveplan after completion of our initial Business Combination. We may also issue shares of Class A common stock upon the conversion of the Class F commonstock at a ratio greater than one-to-one at the time of our initial Business Combination as a result of the anti-dilution provisions contained therein. Anysuch issuances would dilute the interest of our stockholders and likely present other risks. Our Certificate of Incorporation authorizes the issuance of up to 200,000,000 shares of Class A common stock, par value $0.0001 per share, 20,000,000shares of Class F common stock, par value $0.0001 per share and 1,000,000 shares of undesignated preferred stock, par value $0.0001 per share. As ofDecember 31, 2017, there were 155,500,000 and 13,750,000 authorized but unissued shares of Class A common stock and Class F common stock,respectively, available for issuance and, which amount takes into account shares reserved for issuance upon exercise of outstanding warrants but not upon theconversion of the Class F common stock. Shares of Class F common stock are automatically convertible into shares of our Class A common stock at the timeof our initial Business Combination, initially at a one-for-one ratio but subject to adjustment. As of December 31, 2017, there were no shares of preferredstock issued and outstanding. We may issue a substantial number of additional shares of Class A common or preferred stock to complete our initial Business Combination or under anemployee incentive plan after completion of our initial Business Combination. We may also issue shares of Class A common stock upon conversion of theClass F common stock at a ratio greater than one-to-one at the time of our initial Business Combination as a result of the anti-dilution provisions containedtherein. However, our Certificate of Incorporation provides, among other things, that prior to our initial Business Combination, we may not issue additionalshares of capital stock that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on any initial Business Combination.These provisions of our Certificate of Incorporation, like all provisions of our Certificate of Incorporation, may be amended with a stockholder vote. Theissuance of additional shares of common or preferred stock: ·may significantly dilute the equity interest of investors;·may subordinate the rights of holders of shares of common stock if shares of preferred stock are issued with rights senior to those afforded our sharesof common stock;·could cause a change in control if a substantial number of shares of common stock are issued, which may affect, among other things, our ability touse our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and·may adversely affect prevailing market prices for our units, common stock and/or warrants. 21  Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate andacquire or merge with another business. If we are unable to complete our initial Business Combination, our public stockholders may only receiveapproximately $10.00 per share on our liquidation, and our warrants will expire worthless. We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documentsand other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not tocomplete a specific initial Business Combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable.Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial Business Combination for any number ofreasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affectsubsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial Business Combination, our publicstockholders may only receive approximately $10.00 per share on our liquidation, and our warrants will expire worthless. We are dependent upon our executive officers and directors and their departure could adversely affect our ability to operate. Our operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe that our successdepends on the continued service of our officers and directors, at least until we have completed our Business Combination. In addition, our executive officersand directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating managementtime among various business activities, including identifying potential Business Combinations and monitoring the related due diligence. We do not have anemployment agreement with or key man insurance on the life of any of our executive officers or directors. The unexpected loss of the services of one or moreof our directors or executive officers could have a detrimental effect on us. Our ability to successfully effect our initial Business Combination and to be successful thereafter will be totally dependent upon the efforts of our keypersonnel, some of whom may join us following our initial Business Combination. The loss of key personnel or the hiring or retention of ineffectivepersonnel after the initial Business Combination could negatively impact the operations and profitability of our post-combination business. Our ability to successfully effect our Business Combination is dependent upon the efforts of our key personnel. The role of our key personnel in the targetbusiness, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management oradvisory positions following our Business Combination, it is likely that some or all of the management of the target business will remain in place. While weintend to closely scrutinize any individuals we engage after our Business Combination, we cannot assure you that our assessment of these individuals willprove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to haveto expend time and resources helping them become familiar with such requirements and take time away from oversight of our operations. Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular Business Combination.These agreements may provide for them to receive compensation following our Business Combination and as a result, may cause them to have conflicts ofinterest in determining whether a particular Business Combination is the most advantageous. Our key personnel may be able to remain with the company after the completion of our Business Combination only if they are able to negotiate employmentor consulting agreements in connection with the Business Combination. Such negotiations would take place simultaneously with the negotiation of theBusiness Combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services theywould render to us after the completion of the Business Combination. The personal and financial interests of such individuals may influence their motivationin identifying and selecting a target business. However, we believe the ability of such individuals to remain with us after the completion of our BusinessCombination will not be the determining factor in our decision as to whether or not we will proceed with any potential Business Combination. There is nocertainty, however, that any of our key personnel will remain with us after the completion of our Business Combination. We cannot assure you that any of ourkey personnel will remain in senior management or advisory positions with us. The determination as to whether any of our key personnel will remain with uswill be made at the time of our initial Business Combination. 22  We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial Business Combination witha target business whose management may not have the skills, qualifications or abilities to manage a public company. When evaluating the desirability of effecting our initial Business Combination with a prospective target business, our ability to assess the target business’smanagement may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target’s management, therefore, mayprove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target’s management not possess theskills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negativelyimpacted. Accordingly, any stockholders who choose to remain stockholders following the Business Combination could suffer a reduction in the value oftheir shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was dueto the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim undersecurities laws that the tender offer materials or proxy statement relating to the Business Combination contained an actionable material misstatement ormaterial omission. The officers and directors of an acquisition candidate may resign upon completion of our initial Business Combination. The departure of a potentialBusiness Combination target’s key personnel could negatively impact the operations and profitability of our post-combination business. The role of an acquisition candidate’s key personnel upon the completion of our initial Business Combination cannot be ascertained at this time. Althoughwe contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following ourinitial Business Combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place. Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how muchtime to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial Business Combination. Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest inallocating their time between our operations and our search for a Business Combination and their other businesses. Our executive officers and directorsintend to devote as much of their time as they deem necessary to our affairs until we have completed our initial Business Combination. The amount of timethat Messrs. Fertitta, Handler or any of our other executive officers or directors devote in any time period will vary based on whether a target business hasbeen selected for our initial Business Combination and the current stage of the Business Combination process. We do not intend to have any full-timeemployees prior to the completion of our Business Combination. Each of our executive officers is engaged in several other business endeavors for which hemay be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs.Our directors also serve as officers and board members for other entities. If our executive officers’ and directors’ other business affairs require them to devotesubstantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which mayhave a negative impact on our ability to complete our initial Business Combination. 23  Certain of our executive officers and directors are now, and all of them will likely in the future become, affiliated with entities engaged in businessactivities similar to those intended to be conducted by us and, accordingly, will likely have conflicts of interest in determining to which entity a particularbusiness opportunity should be presented. Although none of our executive officers or directors are currently associated with other blank check companies, certain of them are now, and all of them willlikely in the future become, affiliated with entities, including, among others, blank check companies or public and private companies, private equity funds,venture capital funds, hedge funds and other investment vehicles and capital pools, which may be engaged in business activities similar to those intended tobe conducted by us. Our executive officers and directors may become aware of business opportunities which may be appropriate for presentation to us andother entities to which they then owe fiduciary duties or contractual obligations. Accordingly, they will likely have conflicts of interest in determining towhich entity a particular business opportunity should be presented. We cannot assure you that these conflicts will be resolved in our favor. As a result, apotential target business may be presented to another entity prior to its presentation to us, which could have a negative impact on our ability to successfullycomplete our initial Business Combination. Our Certificate of Incorporation provides that we renounce our interest in any corporate opportunity offered toany director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and suchopportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. Members of our management team directly and indirectly own our common stock and warrants, and, accordingly, may have a conflict of interest indetermining whether a particular target business is an appropriate business with which to effectuate our initial Business Combination. Further, each of ourofficers and directors may have a conflict of interest with respect to evaluating a particular Business Combination if the retention or resignation of any suchofficers and directors was included by a target business as a condition to any agreement with respect to our initial Business Combination. Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. We have not adopted a policy that expressly prohibits our directors, executive officers, security holders or affiliates from having a direct or indirect pecuniaryor financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we mayenter into a Business Combination with a target business that is affiliated with our Sponsors, our directors or executive officers, although we do not intend todo so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted byus. Accordingly, such persons or entities may have a conflict between their interests and ours. The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business andcompleting a Business Combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result ina conflict of interest when determining whether the terms, conditions and timing of a particular Business Combination are appropriate and in ourstockholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Delaware law and we or our stockholdersmight have a claim against such individuals for infringing on our stockholders’ rights. We may engage in a Business Combination with one or more target businesses that have relationships with entities that may be affiliated with ourexecutive officers, directors or Sponsors which may raise potential conflicts of interest. In light of the involvement of our Sponsors, executive officers and directors with other entities, we may decide to acquire one or more businesses affiliatedwith our Sponsors, executive officers and directors. Our directors also serve as officers and board members for other entities. Such entities may compete withus for Business Combination opportunities. Our Sponsors, officers and directors are not currently aware of any specific opportunities for us to complete ourBusiness Combination with any entities with which they are affiliated, and there have been no preliminary discussions concerning a Business Combinationwith any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursuesuch a transaction if we determined that such affiliated entity met our criteria for a Business Combination and such transaction was approved by a majority ofour disinterested directors. Despite our agreement to obtain an opinion from an investment banking firm that is a member of FINRA regarding the fairness toour company from a financial point of view of a Business Combination with one or more domestic or international businesses affiliated with our executiveofficers, directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the Business Combination may not be asadvantageous to our public stockholders as they would be absent any conflicts of interest. 24  Since our Sponsors, executive officers and directors will lose their entire investment in us if our Business Combination is not completed, a conflict ofinterest may arise in determining whether a particular Business Combination target is appropriate for our initial Business Combination. Our Sponsors, directors and executive officers collectively own 6,250,000 founder shares and 638,561 public shares. The founder shares will be worthless ifwe do not complete an initial Business Combination. In addition, our Sponsors purchased an aggregate of 14,000,000 Sponsor Warrants at a price of $0.50 per warrant (a purchase price of $7,000,000) in a privateplacement. The personal and financial interests of our executive officers and directors may influence their motivation in identifying and selecting a target BusinessCombination, completing an initial Business Combination and influencing the operation of the business following the initial Business Combination. Thisrisk may become more acute as the 24- month anniversary of the closing of the public offering nears, which is the deadline for our completion of an initialBusiness Combination. Since our Sponsors, executive officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if our Business Combination isnot completed, a conflict of interest may arise in determining whether a particular Business Combination target is appropriate for our initial BusinessCombination. At the closing of our initial Business Combination, our Sponsors, executive officers and directors, or any of their respective affiliates, will be reimbursed forany out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligenceon suitable Business Combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on ourbehalf. These financial interests of our Sponsors, executive officers and directors may influence their motivation in identifying and selecting a targetBusiness Combination and completing an initial Business Combination. We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a Business Combination, which may adversely affect ourleverage and financial condition and thus negatively impact the value of our stockholders’ investment in us. Although we have no commitments to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose to incur substantialdebt to complete our Business Combination. We have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of anyright, title, interest or claim of any kind in or to the monies held in the Trust Account. As such, no issuance of debt will affect the per-share amount availablefor redemption from the Trust Account. Nevertheless, the incurrence of debt could have a variety of negative effects, including: ·default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;·acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certaincovenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;·our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;·our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing whilethe debt security is outstanding;·our inability to pay dividends on our common stock; 25  ·using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on ourcommon stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;·limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;·increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in governmentregulation; and·limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of ourstrategy and other purposes and other disadvantages compared to our competitors who have less debt. We may only be able to complete one Business Combination with the proceeds of the public offering and the private placement, which will cause us to besolely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact ouroperations and profitability. The net proceeds from the public offering and the private placement provided us with $250,000,000 that we may use to complete our initial BusinessCombination (including $8,750,000 of deferred underwriting commissions being held in the Trust Account). We may effectuate our Business Combination with a single target business or multiple target businesses simultaneously or within a short period of time.However, we may not be able to effectuate our Business Combination with more than one target business because of various factors, including the existenceof complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and thefinancial condition of several target businesses as if they had been operated on a combined basis. By completing our initial Business Combination with onlya single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory risks. Further, we would not be able to diversifyour operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete severalBusiness Combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be: ·solely dependent upon the performance of a single business, property or asset, or·dependent upon the development or market acceptance of a single or limited number of products, processes or services. This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverseimpact upon the particular industry in which we may operate subsequent to our Business Combination. We may attempt to simultaneously complete Business Combinations with multiple prospective targets, which may hinder our ability to complete ourBusiness Combination and give rise to increased costs and risks that could negatively impact our operations and profitability. Although we do not intend to purchase multiple businesses in unrelated industries, if we determine to simultaneously acquire several businesses that areowned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of theother Business Combinations, which may make it more difficult for us, and delay our ability, to complete our initial Business Combination. With multipleBusiness Combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and duediligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services orproducts of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact ourprofitability and results of operations. 26  We may attempt to complete our initial Business Combination with a private company about which little information is available, which may result in aBusiness Combination with a company that is not as profitable as we suspected, if at all. In pursuing our acquisition strategy, we may seek to effectuate our initial Business Combination with a privately held company. By definition, very littlepublic information exists about private companies, and we could be required to make our decision on whether to pursue a potential initial BusinessCombination on the basis of limited information, which may result in a Business Combination with a company that is not as profitable as we suspected, if atall. Our management may not be able to maintain control of a target business after our initial Business Combination. We cannot provide assurance that, uponloss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business. We may structure a Business Combination so that the post-transaction company in which our public stockholders own shares will own less than 100% of theequity interests or assets of a target business, but we will only complete such Business Combination if the post-transaction company owns or acquires 50% ormore of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us not to be required to register asan investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our stockholders prior to the Business Combination may collectively own aminority interest in the post Business Combination company, depending on valuations ascribed to the target and us in the Business Combination transaction.For example, we could pursue a transaction in which we issue a substantial number of new shares of common stock in exchange for all of the outstandingcapital stock of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new sharesof common stock, our stockholders immediately prior to such transaction could own less than a majority of our outstanding shares of common stocksubsequent to such transaction. In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or groupobtaining a larger share of the company’s stock than we initially acquired. Accordingly, this may make it more likely that our management will not be able tomaintain our control of the target business. We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete aBusiness Combination with which a substantial majority of our stockholders do not agree. Our Certificate of Incorporation does not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in anamount that would cause our net tangible assets to be less than $5,000,001 (such that we are not subject to the SEC’s “penny stock” rules) or any greater nettangible asset or cash requirement which may be contained in the agreement relating to our initial Business Combination. As a result, we may be able tocomplete our Business Combination even though a substantial majority of our public stockholders do not agree with the transaction and have redeemed theirshares or, if we seek stockholder approval of our initial Business Combination and do not conduct redemptions in connection with our BusinessCombination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our Sponsors, officers, directors,advisors or their affiliates. In the event the aggregate cash consideration we would be required to pay for all shares of common stock that are validlysubmitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Business Combination exceed theaggregate amount of cash available to us, we will not complete the Business Combination or redeem any shares, all shares of common stock submitted forredemption will be returned to the holders thereof, and we instead may search for an alternate Business Combination. 27  In order to effectuate an initial Business Combination, blank check companies have, in the recent past, amended various provisions of their charters andother governing instruments. We cannot assure you that we will not seek to amend our Certificate of Incorporation or governing instruments in a mannerthat will make it easier for us to complete our initial Business Combination that our stockholders may not support. In order to effectuate a Business Combination, blank check companies have, in the recent past, amended various provisions of their charters and governinginstruments. For example, blank check companies have amended the definition of Business Combination, increased redemption thresholds and changedindustry focus. Amending our Certificate of Incorporation will require stockholder approval, and amending our warrant agreement will require a vote ofholders of at least 65% of the public warrants. We cannot assure you that we will not seek to amend our charter or governing instruments in order to effectuateour initial Business Combination. The provisions of our Certificate of Incorporation that relate to our pre-Business Combination activity (and corresponding provisions of the agreementgoverning the release of funds from our Trust Account) may be amended with the approval of holders of 65% of our common stock, which is a loweramendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our Certificate of Incorporation tofacilitate the completion of an initial Business Combination that some of our stockholders may not support. Some other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relateto a company’s pre-Business Combination activity, without approval by a certain percentage of the company’s stockholders. In those companies, amendmentof these provisions requires approval by between 90% and 100% of the company’s public stockholders. Our Certificate of Incorporation provides that any ofits provisions related to pre-Business Combination activity (including the requirement to deposit proceeds of the public offering and the sale of SponsorWarrants into the Trust Account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders asdescribed herein) may be amended if approved by holders of 65% of our common stock, and corresponding provisions of the trust agreement governing therelease of funds from our Trust Account may be amended if approved by holders of 65% of our common stock. Our initial stockholders will participate in anyvote to amend our Certificate of Incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may beable to amend the provisions of our Certificate of Incorporation which govern our pre-Business Combination behavior more easily than some other blankcheck companies, and this may increase our ability to complete a Business Combination with which you do not agree. Our stockholders may pursue remediesagainst us for any breach of our Certificate of Incorporation. Our Sponsors, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to ourCertificate of Incorporation that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initialBusiness Combination within 24 months from the closing of the public offering, unless we provide our public stockholders with the opportunity to redeemtheir shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then ondeposit in the Trust Account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Theseagreements are contained in letter agreements that we have entered into with our Sponsors, executive officers and directors. Our stockholders are not partiesto, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our Sponsors, executive officers ordirectors for any breach of these agreements. As a result, in the event of a breach, our public stockholders would need to pursue a stockholder derivativeaction, subject to applicable law. Our letter agreements with our Sponsors, directors and officers may be amended without stockholder approval. Our letter agreements with our Sponsors, directors and officers contain provisions relating to transfer restrictions of our founder shares and Sponsor Warrants,indemnification of the Trust Account, waiver of redemption rights and participation in liquidation distributions from the Trust Account. These letteragreements may be amended without stockholder approval. While we do not expect our board to approve any amendment to these agreements prior to ourinitial Business Combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approveone or more amendments to these agreements. Any such amendments to the letter agreements would not require approval from our stockholders and may havean adverse effect on the value of an investment in our securities. 28  We may be unable to obtain additional financing to complete our initial Business Combination or to fund the operations and growth of a target business,which could compel us to restructure or abandon a particular Business Combination. If we are unable to complete our initial Business Combination, ourpublic stockholders may only receive approximately $10.00 per share on our liquidation, and our warrants will expire worthless. Although we believe that the net proceeds from the public offering and the private placement will be sufficient to allow us to complete our initial BusinessCombination, because we have not yet selected any prospective target business we cannot ascertain the capital requirements for any particular transaction. Ifthe net proceeds of the public offering and the private placement prove to be insufficient, either because of the size of our initial Business Combination, thedepletion of the available net proceeds in search of a target business, the obligation to repurchase for cash a significant number of shares from stockholderswho elect redemption in connection with our initial Business Combination or the terms of negotiated transactions to purchase shares in connection with ourinitial Business Combination, we may be required to seek additional financing or to abandon the proposed Business Combination. We cannot assure you thatsuch financing will be available on acceptable terms, if at all. The current economic environment has made it especially difficult for companies to obtainacquisition financing. To the extent that additional financing proves to be unavailable when needed to complete our initial Business Combination, we wouldbe compelled to either restructure the transaction or abandon that particular Business Combination and seek an alternative target business candidate. If we areunable to complete our Business Combination, our public stockholders may only receive approximately $10.00 per share on our liquidation, and ourwarrants will expire worthless. In addition, even if we do not need additional financing to complete our Business Combination, we may require suchfinancing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on thecontinued development or growth of the target business. None of our officers, directors or stockholders is required to provide any financing to us inconnection with or after our Business Combination. Our initial stockholders will control the election of our board of directors until consummation of our initial Business Combination and will hold asubstantial interest in us. As a result, they will elect all of our directors and may exert a substantial influence on actions requiring a stockholder vote,potentially in a manner that you do not support. The founder shares, all of which are held by our initial stockholders, will entitle the holders to elect all of our directors prior to our initial BusinessCombination. Holders of our public shares will have no right to vote on the election of directors during such time. These provisions of our Certificate ofIncorporation may only be amended by a vote of the majority of at least 90% of our common stock voting at a meeting. As a result, you will not have anyinfluence over the election of directors prior to our initial Business Combination. Accordingly, our initial stockholders may exert a substantial influence onactions requiring a stockholder vote, potentially in a manner that you do not support, including amendments to our Certificate of Incorporation. If our initial stockholders purchase any additional shares of common stock in the aftermarket or in privately negotiated transactions, this would increase theircontrol. Jefferies, an affiliate of Leucadia Sponsor owns 638,561 shares of Class A common stock. In addition, our board of directors, whose members were elected by our Sponsors, is and will be divided into three classes, each of which will generally servefor a term of three years with only one class of directors being elected in each year. We may not hold an annual meeting of stockholders to elect new directorsprior to the completion of our Business Combination, in which case all of the current directors will continue in office until at least the completion of theBusiness Combination. If there is an annual meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will beconsidered for election and our initial stockholders, because of their ownership position, will have considerable influence regarding the outcome.Accordingly, our initial stockholders will continue to exert control at least until the completion of our Business Combination. You may experience dilution of our Class A common stock at the time of our initial Business Combination. Dilution may occur as a result of the anti-dilution provisions of the Class F common stock resulting in the issuance of Class A shares on a greater than one to-one basis upon conversion of the Class F common stock at the time of our initial Business Combination and would become exacerbated to the extent thatpublic stockholders seek redemptions from the trust. In addition, because of the anti-dilution protection in the founder shares, any equity or equity-linkedsecurities issued in connection with our initial Business Combination would be disproportionately dilutive to our Class A common stock. 29  We may amend the terms of the warrants in a manner that may be adverse to holders with the approval by the holders of at least 65% of the thenoutstanding public warrants. Our warrants have been issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us.The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct anydefective provision, but requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adverselyaffects the interests of the registered holders. Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if holders of at least 65%of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the warrants with the consent of at least 65%of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise priceof the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of shares of our common stock purchasable upon exerciseof a warrant. We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to our public stockholders, thereby making theirwarrants worthless. We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant,provided that the closing price of our Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day periodending on the third trading day prior to proper notice of such redemption provided that on the date we give notice of redemption. If and when the warrantsbecome redeemable by us, we may exercise our redemption right even if the issuance of shares of Class A common stock upon exercise of the warrants is notexempt from registration or qualification under applicable state blue sky laws and we are unable to effect such registration or qualification, subject to ourobligation in such case to use our best efforts to register or qualify the shares of Class A common stock under the blue sky laws of the state of residence inthose states in which the warrants were initially offered by us in the public offering. Redemption of the outstanding warrants could force our publicstockholders (i) to exercise their warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so, (ii) to sell theirwarrants at the then-current market price when they might otherwise wish to hold their warrants or (iii) to accept the nominal redemption price which, at thetime the outstanding warrants are called for redemption, is likely to be substantially less than the market value of their warrants. None of the SponsorWarrants will be redeemable by us so long as they are held by their initial purchasers or their permitted transferees. Our warrants may have an adverse effect on the market price of our Class A common stock and make it more difficult to effectuate our BusinessCombination. We issued 25,000,000 warrants as part of the units offered in the public offering as well as issued 14,000,000 Sponsor Warrants in a private placement thatoccurred simultaneously with the closing of the public offering. Each warrant will be exercisable to purchase one-half of one share of Class A common stockat $5.75 per one-half share. In addition, if any of our Sponsors make any working capital loans, it may convert those loans into up to an additional 3,000,000Sponsor Warrants, at the price of $0.50 per warrant. Warrants may be exercised only for a whole number of shares of Class A common stock. To the extent weissue shares of Class A common stock to effectuate a business transaction, the potential for the issuance of a substantial number of additional shares of ClassA common stock upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, willincrease the number of issued and outstanding shares of our Class A common stock and reduce the value of the shares of Class A common stock issued tocomplete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring thetarget business. 30  The Sponsor Warrants are identical to the warrants sold as part of the units except that, so long as they are held by their initial purchasers or their permittedtransferees, (i) they will not be redeemable by us, (ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject tocertain limited exceptions, be transferred, assigned or sold by our Sponsors until 30 days after the completion of our initial Business Combination and (iii)they may be exercised by the holders on a cashless basis. Future issuances of our securities by us, and the availability for resale of securities held by our existing investors, may cause the market price of oursecurities to decline. The sale of a substantial amount of our securities in the public market, or the perception that such sales could occur, could cause the prevailing market priceof our securities to decline. All of the securities sold in the public offering are freely tradable in the public markets, unless held by our affiliates. The foundershares held by our initial stockholders will be available for resale in the public market following the expiration or earlier waiver or termination of the lock-upperiods described below. The market price of our securities could decline if the holders of these shares sell them or are perceived by the market as intendingto sell them. Our Sponsors, directors and officers signed lock-up agreements with us, that subject to certain customary exceptions, restrict the sale of our founder sharesheld by them for one year after the date of our initial Business Combination without our consent, subject to earlier release if, subsequent to our initialBusiness Combination, (i) the last sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initialBusiness Combination or (ii) we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of ourstockholders having the right to exchange their shares of common stock for cash, securities or other property. As restrictions on resale end, or if we and, as applicable, Jefferies LLC and Deutsche Bank Securities Inc., were to waive the applicable lock-up periods, themarket price of our securities could drop significantly if the holders of these restricted shares immediately sell them or are perceived by the market asintending to sell them. Because each warrant is exercisable for only one-half of one share of our Class A common stock, the units may be worth less than units of other blankcheck companies. Each warrant is exercisable for one-half of one share of Class A common stock. Warrants may be exercised only for a whole number of shares of Class Acommon stock. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive afractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares of Class A common stock to be issued tothe warrant holder. As a result, warrant holders not purchasing an even number of warrants must sell any odd number of warrants in order to obtain full valuefrom the fractional interest that will not be issued. This is different from other offerings similar to ours whose units include one share of Class A commonstock and one warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of thewarrants upon completion of a Business Combination since the warrants will be exercisable in the aggregate for half of the number of shares compared tounits that each contain a warrant to purchase one whole share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless,this unit structure may cause our units to be worth less than if it included a warrant to purchase one whole share. Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initialBusiness Combination with some prospective target businesses. The federal proxy rules require that a proxy statement with respect to a vote on a Business Combination meeting certain financial significance tests includehistorical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with ourtender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordancewith, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international financing reporting standardsas promulgated by the IASB, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordancewith the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit thepool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statementsin accordance with federal proxy rules and complete our initial Business Combination within the prescribed time frame. 31  We are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosurerequirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult tocompare our performance with other public companies. We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certainexemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but notlimited to, not being required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduceddisclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding anonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, ourstockholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, althoughcircumstances could cause us to lose that status earlier, including but not limited to, if the market value of our common stock held by non-affiliates exceeds$700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. Wecannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities lessattractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a lessactive trading market for our securities and the trading prices of our securities may be more volatile. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accountingstandards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securitiesregistered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a companycan elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such anelection to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revisedand it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the timeprivate companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither anemerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because ofthe potential differences in accounting standards used. Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our Business Combination, require substantialfinancial and management resources, and increase the time and costs of completing an acquisition. Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2017. Only in the event we are deemed to be a large accelerated filer or an accelerated filer will we be required to complywith the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as weremain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement onour internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Actparticularly burdensome on us as compared to other public companies because a target company with which we seek to complete our Business Combinationmay not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal controlof any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition. 32  Provisions in our Certificate of Incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to payin the future for our Class A common stock and could entrench management. Our Certificate of Incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their bestinterests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series ofpreferred shares, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of apremium over prevailing market prices for our securities. We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may makemore difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market pricesfor our securities. We may reincorporate in another jurisdiction in connection with our initial Business Combination and such reincorporation may result in taxes imposedon our stockholders. We may, in connection with our initial Business Combination and subject to requisite stockholder approval under the DGCL reincorporate in the jurisdictionin which the target company or business is located. The transaction may require a stockholder to recognize taxable income in the jurisdiction in which thestockholder is a tax resident or in which its members are resident if it is a tax transparent entity. We do not intend to make any cash distributions tostockholders to pay such taxes. Stockholders may be subject to withholding taxes or other taxes with respect to their ownership of us after thereincorporation. We may reincorporate in another jurisdiction in connection with our initial Business Combination, and the laws of such jurisdiction may govern some orall of our future material agreements and we may not be able to enforce our legal rights. In connection with our initial Business Combination, we may relocate the home jurisdiction of our business from the United States to another jurisdiction. Ifwe determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement ofexisting laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain aremedy under any of our future agreements could result in a significant loss of business, business opportunities or capital. Provisions in our Certificate of Incorporation may inhibit lawsuits against our officers and directors. Our Certificate of Incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against directors, officersand employees for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if broughtoutside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel. Theseprovisions may have the effect of discouraging lawsuits against our directors and officers. If we effect our initial Business Combination with a company located outside the United States, or with operations located outside the United States, wewould be subject to a variety of additional risks that may negatively impact our operations. If we effect our initial Business Combination with a company located outside the United States, or with operations or opportunities outside of the UnitedStates, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of thefollowing: ·costs and difficulties inherent in managing cross-border business operations;·rules and regulations regarding currency redemption;·complex corporate withholding taxes on individuals;·laws governing the manner in which future Business Combinations may be effected; 33  ·tariffs and trade barriers;·regulations related to customs and import/export matters;·longer payment cycles;·tax issues, such as tax law changes and variations in tax laws as compared to the United States;·currency fluctuations and exchange controls;·rates of inflation;·challenges in collecting accounts receivable;·cultural and language differences;·employment regulations;·crime, strikes, riots, civil disturbances, terrorist attacks and wars; and·deterioration of political relations with the United States. We may not be able to adequately address these additional risks. If we were unable to do so, our operations might suffer, which may adversely impact ourresults of operations and financial condition. Item 1B. Unresolved Staff Comments None. Item 2. Properties Our executive offices are located at 1510 West Loop South Houston, Texas 77027. Our executive offices are provided to us by our FEI Sponsor. We haveagreed to pay our FEI Sponsor a total of $10,000 per month for office space, utilities, secretarial support and administrative services. We believe, based onrents and fees for similar services, that this amount is at least as favorable as we could have obtained from an unaffiliated person. We consider our currentoffice space adequate for our current operations. Item 3. Legal Proceedings We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any of ourofficers or directors in their corporate capacity. Item 4. Mine Safety Disclosures None. 34  PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information The Company’s Class A common stock, warrants and units are currently listed on Nasdaq under the symbols LCA, LCAHW and LCAHU, respectively. Ourunits began public trading on May 26, 2016, our Class A common stock and warrants began public trading on July 21, 2016. The following table sets forth, for the periods indicated, the reported high and low sales price for our common stock, warrants, and units. Class A Common Stock Warrants Units Year Ended December 31, 2017: High Low High Low High Low 1st Quarter $10.56 $9.78 $0.74 $0.60 $10.95 $10.25 2nd Quarter $10.58 $9.90 $1.02 $0.66 $10.93 $10.38 3rd Quarter $11.00 $9.99 $0.80 $0.68 $10.96 $10.40 4th Quarter $10.20 $9.89 $0.78 $0.59 $10.90 $10.52 Class A Common Stock Warrants Units Year Ended December 31, 2016: High Low High Low High Low 2nd Quarter (1) $- $- $- $- $10.29 $9.95 3rd Quarter (2) $9.85 $9.65 $0.59 $0.50 $12.28 $10.00 4th Quarter $9.82 $9.73 $0.75 $0.55 $10.89 $10.10 (1)Beginning on May 26, 2016 with respect to LCAHU.(2)Beginning on July 21, 2016 with respect to LCA and LCAHW. Holders As of March 5, 2018 there was one holder of record of our separately traded Class A common stock, three holders of record of our separately traded warrants,and one holder of record of our units. Dividends We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of our BusinessCombination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and generalfinancial condition subsequent to completion of our Business Combination. The payment of any cash dividends subsequent to our Business Combinationwill be within the discretion of our board of directors. In addition, our board of directors is not currently contemplating and does not anticipate declaringstock dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our Business Combination, our ability to declaredividends may be limited by restrictive covenants we may agree to in connection therewith. Securities Authorized for Issuance Under Equity Compensation Plans None. 35  Performance Graph The graph below compares the cumulative total return for our units from May 26, 2016 (the first day on which our units began trading) through December 31,2017 with the comparable cumulative return of three indices: the S&P 500 Index (“S&P 500”), the Dow Jones Industrial Average Index (“DJIA”) and Nasdaq.The graph assumes $100 invested on May 26, 2016 in each of our units and the three indices presented. Item 6. Selected Financial Data The data set forth below should be read in conjunction with our financial statements and accompanying notes to these financial statements. This historicalinformation is no indicative of future results. 2017 2016 2015 2014 2013 Statement of Operations: General and administrative expenses $480,303 $261,353 $11,905 $- $- Net income (loss) $869,840 $(4,518) $(11,905) $- $- Basic and diluted loss available to common shares $(0.05) $(0.03) $(0.00) $ - $ - Statement of Cash Flows: Net cash used in operating activities $(491,602) $(297,562) $(155) $- $- Net cash used in investing activities $- $(250,000,000) $- $- $- Net cash provided by financing activities $- $251,350,067 $11,000 $- $- Balance Sheet: Cash $571,748 $1,063,350 $10,845 $- $- Working capital (deficit) (1) $602,699 $1,083,002 $(323,655) $- $- Total assets $252,670,423 $251,473,784 $333,595 $- $- Total liabilities $9,210,846 $8,884,047 $334,500 $- $- Equity (deficit) $5,000,010 $5,000,010 $(905) $- $- (1) Assumes tax liability paid by trust account. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview We are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, assetacquisition, stock purchase reorganization or similar Business Combination with one or more businesses. We consummated our initial public offering(“public offering”) on June 1, 2016 and are currently in the process of locating suitable targets for our Business Combination. We intend to use the cashproceeds from our public offering and private placement of warrants as well as additional issuances, if any, of our capital stock, debt or a combination of cash,stock and debt to complete the Business Combination. 36  We expect to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to complete our initialBusiness Combination will be successful. Liquidity and Capital resources On June 1, 2016 we consummated a $250,000,000 public offering consisting of 25,000,000 units at a price of $10.00 per unit (“units”). Each unit consists ofone share of the Company’s Class A common stock, $0.0001 par value and one redeemable warrant. Simultaneously, with the closing of the public offering,we consummated a $7,000,000 private sale of an aggregate of 14,000,000 warrants (“private placement”) at a price of $0.50 per warrant, $5,000,000 of whichwas applied to cover the underwriters’ up-front discount. $250,000,000 in proceeds (including $8,750,000 of deferred underwriting commissions) from thepublic offering and private placement was placed into a Trust Account. As of December 31, 2017, we had an unrestricted cash balance of $571,748 held outside of the Trust Account as well as cash and accrued interest held in theTrust Account of $252,054,977. Our working capital needs will be satisfied through the funds, held outside of the Trust Account, from the public offering.Further, our Sponsors may, but are not obligated to, loan us funds as may be required in connection with the Business Combination. Up to $1,500,000 ofthese loans may be converted into warrants of the post Business Combination entity at a price of $0.50 per warrant at the option of the lender, identical to theSponsor Warrants. Results of Operations We have neither engaged in any significant business operations nor generated any revenues to date. Our activities for the year ended December 31, 2017relate to our ongoing business expenses and costs associated with locating a suitable Business Combination. We will generate non-operating income in theform of interest income on cash and cash equivalents. Our expenses consist of legal, financial reporting, accounting, and auditing compliance as a result ofbeing a public company. We may incur increased expenses as we more actively pursue a Business Combination. For the year ended December 31, 2017, we had net income of $869,840 related to general and administrative expense of $360,303 and management fees torelated parties of $120,000 offset by interest income of $1,798,242 from the Trust Account. For the year ended December 31, 2016, we had a net loss of$4,518 related to general and administrative costs of $191,253 and management fees to related parties of $70,000 offset by interest income of $256,735 fromthe Trust Account. Our expenses were negligible prior to completing our public offering on June 1, 2016, therefore 2016 represents seven months of activityas a public company. Off-Balance Sheet Arrangements We did not have any off-balance sheet arrangements as of December 31, 2017. Contractual Obligations As of December 31, 2017, we did not have any long-term debt, capital, purchase or operating lease obligations or other long-term liabilities. We haverecorded deferred underwriting commissions payable upon the completion of the Business Combination. We entered into an administrative services agreement in which the Company will pay the FEI Sponsor for office space, secretarial and administrative servicesprovided to members of the Company’s management team, in an amount not to exceed $10,000 per month. 37  Critical Accounting Policies The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to makeestimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from thoseestimates. The Company has identified the following as its critical accounting policies: Redeemable Shares All of the 25,000,000 public shares sold as part of the public offering contain a redemption feature as defined in the public offering. In accordance with FASBASC 480, “Distinguishing Liabilities from Equity”, redemption provisions not solely within the control of the Company require the security to be classifiedoutside 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 theredemption value at the end of each reporting period. Increases or decreases in the carrying amount of Redemption Shares will be affected by charges againstadditional paid-in capital. At December 31, 2017, there were 25,000,000 public shares, of which 23,651,543 were recorded as Redeemable Shares, classifiedoutside of permanent equity, and 1,348,457 were classified as Class A common stock. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on theaccompanying financial statements. Item 7A. Quantitative and Qualitative Disclosures About Market Risk As of December 31, 2017, we were not subject to any market or interest rate risk. To date, our efforts have been limited to organizational activities andactivities relating to the public offering and the identification and evaluation of prospective acquisition targets for a Business Combination. We have neitherengaged in any operations nor generated any revenues. At December 31, 2017, the net proceeds from our public offering and the sale of the Sponsor Warrantsheld in the Trust Account were comprised entirely of cash. On June 1, 2016 we invested the funds held in the Trust Account in U.S. government securitiesmeeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest solely in direct U.S. government treasury obligations. Due tothe short-term nature of the money market fund’s investments, we do not believe that there will be an associated material exposure to interest rate risk. At December 31, 2017, $252,054,977 was held in the Trust Account for the purposes of consummating a Business Combination. If we complete a BusinessCombination within 24 months after the closing of our public offering, the funds in the Trust Account will be used to pay for the Business Combination,redemptions of Class A common stock, if any, deferred underwriting compensation of $8,750,000 and accrued expenses related to the Business Combination.Any funds remaining will be made available to us to provide working capital to finance our operations. At December 31, 2017, we have not engaged in any hedging activities. We do not expect to engage in any hedging activities with respect to the market riskto which we are exposed. 38  Item 8. Financial Statements and Supplementary Data Index to Financial Statements PageReport of Independent Registered Public Accounting Firm40Balance Sheets41Statements of Operations42Statements of Changes in Stockholders' Equity43Statements of Cash Flows44Notes to Financial Statements45 39  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors ofLandcadia Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Landcadia Holdings Inc. (the “Company”) as of December 31, 2017 and 2016, the related statements ofoperations, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2017, and the related notes andfinancial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statementspresent fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cashflows for each of the three years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States ofAmerica. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financialstatements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations ofthe Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonableassurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, norwere we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding ofinternal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financialreporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, andperforming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures inthe financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion. Marcum llp /s/ Marcum LLP We have served as the Company’s auditor since 2015. New York, NY 10017March 12, 2018 40  LANDCADIA HOLDINGS, INC.(FORMERLY, LEUCADIA DEVELOPMENT CORPORATION)BALANCE SHEETS December 31, 2017 December 31, 2016 ASSETS Current assets: Cash $571,748 $1,063,350 Prepaid expenses 43,698 153,699 Total current assets 615,446 1,217,049 Cash, cash equivalents, and accrued interest held in trust account 252,054,977 250,256,735 Total assets $252,670,423 $251,473,784 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $460,846 $134,047 Total current liabilities 460,846 134,047 Deferred underwriting commissions 8,750,000 8,750,000 Total liabilities 9,210,846 8,884,047 Class A common stock subject to possible redemption, 23,651,543 and 23,734,599 shares at redemption valueof approximately $10.08 and $10.01, respectively 238,459,567 237,589,727 Stockholders' equity: Preferred stock, $0.0001 par value, 1,000,000 authorized, no shares issued or outstanding - - Common stock: Class A common stock, $0.0001 par value, 200,000,000 shares authorized, 1,348,457 and 1,265,401 sharesissued and outstanding (excluding 23,651,543 and 23,734,599 shares subject to possible redemption),respectively 135 127 Class F common stock, $0.0001 par value, 20,000,000 shares authorized, 6,250,000 issued andoutstanding 625 625 Additional paid-in capital 4,145,833 5,015,681 Retained earnings (accumulated deficit) 853,417 (16,423)Total stockholders' equity 5,000,010 5,000,010 Total liabilities and stockholders' equity $252,670,423 $251,473,784 The accompanying notes are an integral part of these financial statements. 41  LANDCADIA HOLDINGS, INC.(FORMERLY, LEUCADIA DEVELOPMENT CORPORATION)STATEMENTS OF OPERATIONS Year ended December 31, 2017 2016 2015 Expenses: General and administrative expenses $480,303 $261,253 $11,905 Loss from operations (480,303) (261,253) (11,905)Other income: Interest income 1,798,242 256,735 - Income (loss) before taxes 1,317,939 (4,518) (11,905)Tax provision (448,099) - - Net income (loss) $869,840 $(4,518) $(11,905) Basic and diluted loss per share: Loss per share available to common shares $(0.05) $(0.03) $(0.00)Basic and diluted weighted average number of shares 7,553,650 7,500,028 4,852,335 The accompanying notes are an integral part of these financial statements. 42  LANDCADIA HOLDINGS, INC.(FORMERLY, LEUCADIA DEVELOPMENT CORPORATION)STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY Class A Common Stock Class F Common Stock AdditionalPaid-in Retainedearnings(Accumulated Notereceivable, Shares Amount Shares Amount Capital deficit) affiliates Total Balance, December 31, 2014 - $- 4,312,500 $431 $569 $- $(1,000) $- Class F shares issued - - 4,312,500 432 9,568 - - 10,000 Payment of affiliate note receivable - - - - - - 1,000 1,000 Net loss - - - - - (11,905) - (11,905)Balance, December 31, 2015 - $- 8,625,000 $863 $10,137 $(11,905) $- $(905)Sponsors warrants issued - - - - 7,000,000 - - 7,000,000 Class A shares issued 25,000,000 2,500 - - 249,997,500 - - 250,000,000 Underwriters commissions and offering costs - - - - (14,404,840) - - (14,404,840)Shares returned - - (2,375,000) (238) 238 - - - Class A shares subject to redemption (23,734,599) (2,373) - - (237,587,354) - - (237,589,727)Net loss - - - - - (4,518) - (4,518)Balance, December 31, 2016 1,265,401 $127 6,250,000 $625 $5,015,681 $(16,423) $- $5,000,010 Net income - - - - - 869,840 - 869,840 Change in class A shares subject toredemption 83,056 8 - - (869,848) - - (869,840)Balance, December 31, 2017 1,348,457 $135 6,250,000 $625 $4,145,833 $853,417 $- $5,000,010 The accompanying notes are an integral part of these financial statements. 43  LANDCADIA HOLDINGS, INC.(FORMERLY, LEUCADIA DEVELOPMENT CORPORATION)STATEMENTS OF CASH FLOWS Year ended December 31, 2017 2016 2015 Cash flows from operating activities: Net income (loss) $869,840 $(4,518) $(11,905)Adjustments to reconcile net income (loss) to net cash used in operating activities: Trust account interest income (1,798,242) (256,735) - Changes in operating assets and liabilities: Decrease (increase) in prepaid expenses 110,001 (153,699) - Increase (decrease) in accounts payable and accrued liabilities 326,799 124,790 4,350 Increase (decrease) in receivable/payable to affiliates - (7,400) 7,400 Net cash used in operating activities (491,602) (297,562) (155) Cash flows from investing activities: Trust account deposit - (250,000,000) - Net cash from investing activities - (250,000,000) - Cash flows from financing activities: Proceeds from public offering - 250,000,000 - Proceeds from sale of private placement warrants - 7,000,000 - Proceeds from sale of common stock to sponsor - - 10,000 Payment of underwriting discounts - (5,000,000) - Payment of offering costs - (622,183) - Payment of affiliate notes payable - (27,750) 1,000 Net cash from financing activities - 251,350,067 11,000 Net (decrease) increase in cash and cash equivalents (491,602) 1,052,505 10,845 Cash and cash equivalents at beginning of period 1,063,350 10,845 - Cash and cash equivalents at end of period $571,748 $1,063,350 $10,845 Non-cash financing activities: Change in value of common shares subject to possible conversion $869,840 $9,437 $- Initial classification of common shares subject to possible conversion $- $237,580,290 $- Deferred undrwriting commissions $- $8,750,000 $- Accrued offering costs $- $4,907 $322,750 The accompany notes are an integral part of these financial statements. 44  LANDCADIA HOLDINGS, INC.(FORMERLY, LEUCADIA DEVELOPMENT CORPORATION)NOTES TO FINANCIAL STATEMENTS 1.Nature of Business Business Landcadia Holdings, Inc., a Delaware corporation (the “Company”), was incorporated in Delaware on November 19, 2008 as Leucadia DevelopmentCorporation, and changed its name to Landcadia Holdings, Inc. on September 15, 2015. The Company is an emerging growth company as defined in Section2(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, assuch, 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. Allactivity for the year ended December 31, 2017 relates to the Company’s ongoing business expenses and costs associated with locating a suitable BusinessCombination. There is no assurance that its plans to consummate a Business Combination will be successful within the target business acquisition period, asdescribed herein. Sponsors The Company’s Sponsors are Fertitta Entertainment, Inc., a Texas corporation, (“FEI Sponsor”) and Leucadia National Corporation, a New York corporation,(“Leucadia Sponsor”, and together with FEI Sponsor, the “Sponsors”). The FEI Sponsor is wholly owned by Tilman J. Fertitta, the Company’s Co-Chairmanand 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 privateplacement 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. 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 theInvestment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 180 days or less or in money market funds meetingcertain 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 (the “Certificate of Incorporation”) provides that, other than the withdrawal ofinterest to pay income 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 (“public shares”) included in the units sold in the public offering properly tendered in connectionwith a stockholder vote to amend the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of thepublic shares if the Company does not complete the Business Combination within 24 months from the closing of the public offering; or (iii) the redemptionof 100% of the public shares if the Company is unable to complete the Business Combination within 24 months from the closing of the public offering. 45  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 theassets held in the Trust Account, excluding the deferred underwriting commissions and taxes payable on the income earned by the Trust Account, at the timeof the agreement to enter into the initial Business Combination. The Company, after signing a definitive agreement for the Business Combination, will either (i) seek stockholder approval of the Business Combination at ameeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against theBusiness 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 daysprior to the consummation of the Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to selltheir 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 shareof the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to commencement of the tender offer, includinginterest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allowstockholders 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 thetiming of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeksstockholder approval, it will complete the Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of theBusiness 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 maysearch for an alternate Business Combination. Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of the Business Combination and it conducts redemptions inconnection with the Business Combination pursuant to the tender offer rules, the Certificate of Incorporation provides that a public stockholder, togetherwith 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 theExchange 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 anamount 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 theconsummation of the Business Combination, including interest but less taxes payable. As a result, such public shares are recorded at redemption value andclassified as temporary equity following completion of the public offering (“Redeemable Shares”), in accordance with Financial Accounting Standards BoardAccounting Standards Codification (“FASB, ASC’) 480, ‘‘Distinguishing Liabilities from Equity.’’ The amount in the Trust Account was initially $10.00 perpublic share ($250,000,000 held in the Trust Account divided by 25,000,000 public shares). For further information regarding the Redeemable Shares, seeNote 3. The Company will have 24 months from the closing of the public offering to complete the Business Combination. If the Company does not complete theBusiness Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonablypossible, 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 (lesstaxes payable and up to $50,000 of such net interest to pay dissolution expenses), and (iii) as promptly as possible following such redemption, dissolve andliquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The Sponsors and certainpersons who received unregistered shares of Class F common stock of the Company (the ‘‘Initial Stockholders’’) have entered into letter agreements with theCompany, pursuant to which they have waived their rights to participate in any redemption with respect to their shares of Class F common stock; however, ifthe 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, theywill 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 inthe event the Company does not complete the Business Combination within the required time period. In the event of such distribution, it is possible that theper share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price perunit in the public offering. 46  Pursuant to the letter agreements reference above, the Initial Stockholders also agreed that, if the Company submits the Business Combination to theCompany’s public stockholders for a vote, the Initial Stockholders will vote their founder shares and any public shares purchased during or after the publicoffering in favor of the Business Combination. Fiscal Year End The Company’s fiscal year ends on December 31. 2.Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements include the accounts of the Company and have been prepared in conformity with accounting principles generallyaccepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Use of Estimates The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets andliabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses duringthe 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 standardsuntil private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registeredunder the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect toopt 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 isirrevocable. 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 hasdifferent application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the timeprivate companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company whichis neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossiblebecause of the potential differences in accounting standards used. Going Concern Consideration The Company has until June 1, 2018 to complete our initial Business Combination. If we are unable to complete our initial Business Combination by June 1,2018 we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business daysthereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, includinginterest (less up to $50,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding public shares, whichredemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any),subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders andboard of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and therequirements of other applicable law. This mandatory liquidation and subsequent dissolution requirement raises substantial doubt about the Company’sability to continue as a going concern. 47  In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Accountassets) will be less than the initial public offering price per unit in the Public Offering. In addition if the Company fails to complete its Business Combinationby June 1, 2018, there will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless. We are actively pursuing targets to effect a merger, capital stock exchange, asset acquisition, stock purchase reorganization or similar business combinationwhich will increase costs as we approach our June 1, 2018 deadline. On December 31, 2017 the funds available to us outside of the Trust Account were$571,748, which will be used to fund our working capital requirements. If we are required to seek additional capital to meet working capital requirements, wewould need to borrow funds from our Sponsors, management team or other third parties to operate or may be forced to liquidate. None of our Sponsors,members of our management team or any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would berepaid only from funds held outside the Trust Account or from funds released to us upon completion of our initial Business Combination. If we are unable tocomplete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate theTrust Account. Consequently, our public stockholders may only receive approximately $10.00 per share on our liquidation of our public shares, and ourwarrants will expire worthless. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be unable to continue operations. 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 andaccounting 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, attimes, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and the Companybelieves 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 andDisclosures,” 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 ofOffering”. Offering costs of approximately $654,840, consisted of costs incurred in connection with the formation and 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. 48  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 sharesoutstanding 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 ASC 480, shares of Class A common stock subject to possible redemption, as well as their pro rata share of undistributed trust earningsconsistent with the two-class method, have been excluded from the calculation of loss per common share for the years ended December 31, 2017, 2016 and2015. Such shares, if redeemed, only participate in their pro rata share of trust earnings, see Note 3. Diluted loss per common share is calculated by includingany incremental shares of common stock to be issued in connection with the conversion of Class F common stock or to settle warrants, as calculated using thetreasury stock method. For the years ended December 31, 2017, 2016 and 2015, the Company did not have any dilutive warrants, securities or other contractsthat 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 sharefor all periods presented. Further, in accordance with FASB ASC 260, “Earnings Per Share”, the earnings per share calculation reflects the effect of the stocksplits as discussed in Note 3, for all periods presented. See Note 6 for further information. Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes,” which requires an asset and liability approachto financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financialstatement 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 theperiods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets tothe 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 positionstaken 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 uponexamination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Noamounts were accrued for the payment of interest and penalties at December 31, 2017, 2016 and 2015. The Company is currently not aware of any issuesunder review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinationsby major taxing authorities. On December 22, 2017, the Tax Cut and Jobs Act (the “Tax Act”) was enacted into law resulting in a reduction in the federal corporate income tax rate from35% to 21% for years beginning in 2018. The enactment of the Tax Act also requires companies to recognize the effects of changes in tax laws and rates ondeferred tax assets and liabilities and the retroactive effects of changes in tax laws in the period in which the new legislation is enacted. Valuation allowancesare established, when necessary, to reduce deferred tax assets to the amount expected to be realized. See Note 7 for further information. Subsequent Events We have evaluated subsequent events to determine if events or transactions occurring through March 7, 2018, the date the financial statements were issued,require potential adjustment to or disclosure in the financial statements. The Company has concluded that all such events have been recognized or disclosedin the financial statements. On January 2, 2018, the Company received a letter (the “Notification Letter”) from the staff of the Listing Qualifications Department of The Nasdaq StockMarket (“Nasdaq”) notifying the Company that the Company no longer complies with Nasdaq Listing Rule 5620(a) for continued listing due to its failure tohold an annual meeting of stockholders within twelve months of the end of the Company’s fiscal year ended December 31, 2016. On February 12, 2018, wesubmitted our plan to regain compliance pursuant to the procedures set forth in the Nasdaq listing rules. On February 23, 2018, Nasdaq granted us anexception of up to 180 calendar days from the fiscal year end, or until June 29, 2018, to regain compliance. In the event we do not satisfy the terms of theextension, Nasdaq will notify us that our securities will be delisted. At that time, we will have the opportunity to appeal the determination to a HearingsPanel. If we timely appeal, our securities would remain listed pending such decision. There can be no assurance that, if we do appeal, such appeal would besuccessful. 49  3.Stockholders’ Equity In 2008, the Leucadia Sponsor purchased an aggregate of 1,000 shares of the Company’s common stock (100% of the issued and outstanding shares) for$1,000. On September 15, 2015, the Company increased the total number of authorized shares of all classes of capital stock to 221,000,000, of which200,000,000 shares are Class A common stock at par value $0.0001 per share; 20,000,000 shares are Class F common stock at par value $0.0001 per share;and 1,000,000 shares are preferred stock at par value $0.0001 per share. As of December 31, 2017 and 2016, there were no shares of preferred stock issued oroutstanding. On September 15, 2015, the Company reclassified all of its issued and outstanding shares of common stock to Class F common stock (“Founders Shares”),and conducted a 1:7,187.5 stock split. On September 16, 2015, the Company issued 7,187,500 additional founder shares to the FEI Sponsor for $10,000. OnOctober 1, 2015, the Company completed a 5:1 reverse stock split of the founder shares. On April 27, 2016, the Company conducted a 1:3 stock split, and onMay 25, 2016, each of the Sponsors returned to the Company, at no cost, 718,750 Founders Shares (1,437,500 total shares), which were cancelled. The over-allotment option was not exercised by the underwriters and as such, the Sponsors forfeited an aggregate of 937,500 shares, which were returned to theCompany, at no cost, on June 30, 2016. The financial statements reflect the changes of the splits retroactively for all periods presented. Following thesetransactions, each of the Sponsors owned 50% of the 6,250,000 issued and outstanding Founders Shares and the Company had $11,000 of invested capital, or$0.0018 per share prior to the offering and private placement. Redeemable Shares All of the 25,000,000 public shares sold as part of the public offering contain a redemption feature as defined in the public offering. In accordance with FASBASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. TheCertificate of Incorporation provides a minimum net tangible asset threshold of $5,000,001. The Company recognizes changes in redemption valueimmediately 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 ordecreases in the carrying amount of Redemption Shares will be affected by charges against additional paid-in capital. At December 31, 2017, there were 25,000,000 public shares, of which 23,651,543 were recorded as Redeemable Shares, classified outside of permanentequity, and 1,348,457 were classified as Class A common stock. At December 31, 2016, of the 25,000,000 public shares, 23,734,599 were recorded asRedeemable Shares, and 1,265,401 were classifies as Class A common stock. For further information on the Founders Shares and Sponsor Warrants, see Note 5. 4.Public Offering Public Units In the public offering, the Company sold 25,000,000 units at a price of $10.00 per unit (“units”). Each unit consists of one share of the Company’s Class Acommon stock, $0.0001 par value and one redeemable warrant (each a “public warrant”). Under the terms of the warrant agreement, the Company has agreedto use its best efforts to file a new registration statement under the Securities Act of 1933, as amended (“Securities Act”), following the completion of theBusiness Combination covering the Class A common stock underlying the public warrants. Each public warrant entitles the holder to purchase one-half ofone 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 thenearest whole number the number of shares of Class A common stock to be issued to the public warrant holder. Each public warrant will become exercisableon 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 doesnot complete the Business Combination on or prior to the 24-month period allotted to complete the Business Combination, the public warrants will expire atthe 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 inconnection with the units during the exercise period, there will be no net cash settlement of these public warrants and the public warrants will expireworthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. Once the public warrants becomeexercisable, 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 than30 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 thepublic 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 Companysends the notice of redemption to the public warrant holders. 50  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 additionalfee (“Deferred Discount”) of $8,750,000 ($0.35 per unit sold) payable upon the Company’s completion of the Business Combination. The Deferred Discountwill 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. 5.Related Party Transactions Founder Shares The founder shares are identical to the public shares included in the units sold in the public offering except that the founder shares are subject to certaintransfer 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. Theinitial stockholders collectively own 22% 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 founder 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 adjustedfor stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing atleast 150 days after the Business Combination or (ii) the date on which the Company completes a liquidation, merger, stock exchange or other similartransaction after the Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock forcash, securities or other property (“Lock Up Period”). The founder shares will automatically convert into public shares at the time of the Business Combination on a one-for-one basis, subject to adjustment asdescribed in the prospectus relating to the public offering. In the case that additional public shares, or equity-linked securities, are issued or deemed issued inexcess of the amounts offered in the public offering and related to the closing of the Business Combination, the ratio at which the founder shares shallconvert into public shares will be adjusted so that the number of public shares issuable upon conversion of all founder shares will equal, in the aggregate, onan as-converted basis, 20% of the total number of all shares of common stock outstanding upon the completion of the public offering plus all public sharesand 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). Class A Common Stock As a result of the public offering, Jefferies LLC, an affiliate of Leucadia Sponsor, owns 638,561 units. 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 theprivate placement that closed simultaneously with the closing of the public offering. A portion of the purchase price of the Sponsor Warrants has been addedto 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 TrustAccount. 51  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 thecompletion 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 theirpermitted transferees. If the Sponsor Warrants are held by someone other than the initial purchasers of the Sponsor Warrants or their permitted transferees, theSponsor 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 inthe public offering. Otherwise, the Sponsor Warrants have terms and provisions that are identical to those of the public warrants except that the SponsorWarrants may be exercised on a cashless basis. If the Company does not complete the Business Combination, then the proceeds will be part of the liquidatingdistribution 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 onor 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, excludingshort 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 thatthe 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 Leucadia Sponsor is an affiliate of Jefferies LLC, an underwriter of the public offering, and beneficially owns 50% of the Company’s Class F commonstock. 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 underwritingcommissions. Administrative Services Agreement The Company entered into an administrative services agreement in which the Company will pay the FEI Sponsor for office space, secretarial andadministrative 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 orproducts sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce theamount 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 asof 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 topay 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 claimsunder 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 anyliability for such third party claims. 52  In addition, the Sponsors will not be prohibited from loaning the Company funds in order to finance transaction costs in connection with the BusinessCombination. 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 theoption of the lender. The warrants would be identical to the Sponsor Warrants. The terms of such loans have not been determined. 6.Loss Per Common Share A reconciliation of the numerators and denominators for the basic and diluted per common share amounts is as follows: Year ended December 31, 2017 2016 2015 Numerator: Net income (loss) - basic and diluted $869,840 $(4,518) $(11,905)Less: Income attributable to common stock subject to possible redemption (1,277,241) (243,740) - Net loss available to common shares $(407,401) $(248,258) $(11,905) Denominator: Weighted average shares - basic 7,553,650 7,500,028 4,852,335 Warrants - - - Weighted average shares - diluted 7,553,650 7,500,028 4,852,335 Basic and diluted loss per common share: Net loss available to common shares $(0.05) $(0.03) $(0.00) All shares of Class F common stock are assumed to convert to shares of Class A common stock on a one-for-one basis. Further, shares of Class A commonstock subject to possible redemption have been excluded from the calculation of earnings per share for the years December 31, 2017 and 2016, see Note 3. 7.Income Taxes Our income tax liability $448,099 is included in Accounts payable and accrued liabilities. A reconciliation of the income tax expense (benefit) is as follows: Year ended December 31, 2017 2016 2015 Current income taxes $442,515 $- $- Deferred income taxes 11,623 (1,563) (4,476)Total expense (benefit) $454,138 $(1,563) $(4,476)Change in valuation allowance (6,039) 1,563 4,476 Income tax expense (benefit) $448,099 $- $- 53  The Company’s deferred tax assets are as follows: Year ended December 31, 2017 2016 Deferred tax asset: Net operating loss carryforward $- $6,039 Total deferred tax asset $- $6,039 Valuation allowance - (6,039)Deferred tax asset, net of current allowance $- $- A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: Year ended December 31, 2017 2016 2015 Statutory rate 34.4% -31.0% -34.0%Other business tax credit 0.0% 0.0% 0.0%State income tax, net of federal tax benefit 0.0% -3.6% -3.6%Change in valuation allowance on deferred tax asset -0.4% 34.6% 37.6%Total 34.0% 0.0% 0.0% 8.Selected Quarterly Financial Data (unaudited) Quarterly financial data for 2017 and 2016 is as follows: 2017 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter General and administrative expenses $256,414 $33,704 $125,757 $64,428 Net income (loss) $7,814 $221,852 $269,118 $371,056 Basic and diluted earnings (loss) available to common shares $(0.03) $(0.00) $(0.01) $(0.01) 2016 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter General and administrative expenses $2,276 $33,965 $75,188 $149,824 Net income (loss) $(2,276) $(33,872) $32,093 $(463)Basic and diluted earnings (loss) available to common shares 0.00 $(0.00) $(0.01) $(0.02) 54  Schedule II Valuation of Qualifying Accounts Description Balance atBeginning ofPeriod Charges (credits)to expense Charges(credits) tootheraccounts Write-offs Balance atEnd of Period Deferred tax valuation allowance: December 31, 2017 $(6,039) $6,039 $- $- $- December 31, 2016 $(4,476) $(1,563) $- $- $(6,039)December 31, 2015 $- $(4,476) $- $- $(4,476) Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filedor submitted under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the timeperiods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensurethat information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management,including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of theeffectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2017. Based upon their evaluation, our ChiefExecutive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under theExchange Act) were effective. Management’s report on internal control over financial reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange ActRules 13a-15(f) and 15d-15(f). The Company's internal control over financial reporting includes those policies and procedures that (i) pertain to themaintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the Company; (ii) providereasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally acceptedaccounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management anddirectors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition ofthe Company’s assets that could have a material effect on the financial statements. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements prepared for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internalcontrol over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject tothe risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures maydeteriorate. 55  Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control overfinancial reporting as of December 31, 2017 using the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee ofSponsoring Organizations of the Treadway Commission (COSO). Based on this assessment and those criteria, management concluded that our internalcontrol over financial reporting was effective as of December 31, 2017. This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm on our internal control overfinancial reporting due to an exemption established by the JOBS Act for “emerging growth companies.” Changes in internal control over financial reporting There was no change in our internal control over financial reporting that occurred during the quarter ending December 31, 2017 that has materially affected,or is reasonable likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None. PART III Item 10. Directors, Executive Officers and Corporate Governance Directors and Executive Officers Our directors and executive officers are as follows: Name Age PositionTilman J. Fertitta 60 Co-Chairman and Chief Executive OfficerRichard Handler 56 Co-Chairman and PresidentRichard H. Liem 64 Vice President and Chief Financial OfficerSteven L. Scheinthal 56 Vice President, General Counsel and SecretaryNicholas Daraviras 44 Vice President, AcquisitionsMark Kelly 54 DirectorG. Michael Stevens 58 DirectorMichael Chadwick 66 Director Tilman J. Fertitta has been our Co-Chairman and Chief Executive Officer since September 15, 2015. Since August 2010, Mr. Fertitta has been the soleshareholder, chairman and Chief Executive Officer of Fertitta Entertainment, Inc., which owns both the restaurant conglomerate Landry’s and the GoldenNugget Casinos and is recognized today as a global leader in the dining, hospitality, entertainment and gaming industries. Mr. Fertitta currently serves asChairman of the Houston Children’s Charity, the Houston Police Foundation, and is currently the Chairman of the Board of Regents for the University ofHouston. He also is on the Executive Committee of the Houston Livestock Show and Rodeo, one of the Nation’s largest charitable organizations. He alsoserves on the boards of the Texas Heart Institute and the Greater Houston Partnership. Mr. Fertitta is well-qualified to serve as director because of hisexperience in the dining, hospitality, entertainment and gaming industries and as a public company director. Richard Handler has been our Co-Chairman and President since September 15, 2015. Mr. Handler has served as a director and Chief Executive Officer ofLeucadia since March 2013. He has been Chairman of Jefferies since February 2002 and Chief Executive Officer of Jefferies since January 2001. Mr. Handlerhas also served as Chief Executive Officer of Jefferies LLC, Jefferies’ principal operating subsidiary, since January 2001 and as President of Jefferies sinceMay 2006. Mr. Handler was first elected to the board of directors of Jefferies in May 1998. He was Managing Director of High Yield Capital Markets atJefferies from May 1993 until February 2000, after co-founding that group as an Executive Vice President in April 1990. He is also Chairman and ChiefExecutive Officer of the Handler Family Foundation, a non-profit foundation working primarily with underprivileged youth. Mr. Handler is well-qualified toserve as director because of his investment banking, asset management and sales and trading expertise, his merchant banking and executive managementexperience and his experience as a public company director. 56  Richard H. Liem has been our Vice President and Chief Financial Officer since September 15, 2015. Mr. Liem has been Treasurer and Vice President atMorton’s Restaurant Group, Inc. since February 1, 2012. Mr. Liem has been the Chief Financial Officer and Controller of Landry’s Restaurants Inc. since June11, 2004 and serves as its Executive Vice President and Principal Accounting Officer. Mr. Liem serves as Chief Financial Officer and Senior Vice President ofGolden Nugget Inc. (formerly Poster Financial Group Inc.), a subsidiary of Landry’s Restaurants, Inc. He serves as Executive Vice President and ChiefFinancial Officer of McCormick & Schmick’s Seafood Restaurants, Inc. Mr. Liem served as Interim Chief Financial Officer of Landry’s Restaurants Inc. andalso served as its Senior Vice President of Finance from June 2004 to May 2007. He joined Landry’s Restaurants Inc. in 1999 as the Vice President ofAccounting. Mr. Liem joined Landry’s Restaurants Inc. from Carrols Corporation, where he served as the Vice President of Financial Operations from 1994 to1999. He served with the Audit Division of Price Waterhouse, L.L.P. from 1983 to 1994. He has been Director of McCormick & Schmick’s SeafoodRestaurants, Inc. since January 3, 2012. He has been a director of Landry’s Restaurants Inc. since 2009. He serves as a director of Golden Nugget Inc. Mr.Liem is a Certified Public Accountant and was first licensed in Texas in 1989. Steven L. Scheinthal has been our Vice President, General Counsel and Secretary since September 15, 2015. Mr. Scheinthal has served as a member of theBoard of Directors of Landry’s, Inc. since its IPO in 1993 and as its Executive Vice President or Vice President of Administration, General Counsel andSecretary since September 1992. He also serves as a member of the Board of Directors, Executive Vice President and General Counsel of FertittaEntertainment, Inc. which is the holding company for Landry’s, Inc., the Golden Nugget Hotels and Casinos and other assets owned and controlled by TilmanJ. Fertitta. He devotes a substantial amount of time on behalf of all Fertitta companies, including Landry’s and Golden Nugget, to acquisitions, financings,human resources, risk, benefit and litigation management, union, lease and contract negotiations, trademark oversight and licensing and is primarilyresponsible for compliance with all federal, state and local laws. He was also primarily responsible for Landry’s corporate governance and SEC compliancefrom its IPO and during the 17 plus years Landry’s operated as a public company. The foregoing experience provides the Company with valuable insight,skills and perspective. Prior to joining Landry’s, he was a partner in the law firm of Stumpf & Falgout in Houston, Texas. Mr. Scheinthal represented Landry’s,Inc. for approximately five years before becoming part of the organization. He has been licensed to practice law in the state of Texas since 1984. Nicholas Daraviras has served as our Vice President, Acquisitions since September 15, 2015. Mr. Daraviras is a Managing Director of Leucadia NationalCorporation. Prior to 2014, Mr. Daraviras had been employed with Jefferies Capital Partners, LLC (“Jefferies Capital Partners”) or its predecessors since 1996.Mr. Daraviras has served on the board of Fiesta Restaurant Group since April 2011 and The Sheridan Group, Inc. since 2003. He also served on the boards ofEdgen Group Inc., a global distributor of specialty steel products, or its predecessors from February 2005 until 2013, and Carrols Restaurant Group, Inc. from2009 until 2013. Mr. Daraviras serves on the Audit Committee of The Sheridan Group, Inc. and served on the Compensation Committee of Carrols RestaurantGroup as well as the Compensation, Corporate Governance, and Nominating Committees of Edgen Group Inc. He also serves on several boards of directors ofprivate portfolio companies of Jefferies Capital Partners and Leucadia. We believe that Mr. Daraviras brings significant experience with the strategic,financial and operational issues of retail companies in connection with his service on the boards of a number of his firm’s past and current portfoliocompanies. 57  Mark Kelly is a director. Mark Kelly is an accomplished naval aviator, test pilot and astronaut. Since his retirement from the U.S. Navy in 2011, Mr. Kelly hasbeen a consultant and entrepreneur. Since 2012, Mr. Kelly has been a consultant with SpaceX, a privately held company that designs, manufactures andlaunches advanced rockets and spacecraft. Since 2015, Mr. Kelly has been a director of Angel Med Flight, a private air ambulance company. Since 2014, Mr.Kelly has served on the board of advisors of General Fusion, a private company that is developing fusion power based on magnetized target fusion. In 2014,Mr. Kelly founded World View Enterprises, LLC, a private near-space exploration company. Mr. Kelly was employed by the U.S. Navy from 1986 until 2011.From 1996 until 2011, Mr. Kelly was on assignment from the U.S. Navy to the National Aeronautics and Space Administration (NASA), where he was anastronaut. Mr. Kelly has made four trips into space and has commanded both space shuttles Discovery and Endeavour. Mr. Kelly graduated from the U.S.Merchant Marine Academy and the Naval Post-Graduate School with degrees in marine and aeronautical engineering. Mr. Kelly was selected to serve on theboard of directors due to his significant leadership and entrepreneurial experience. G. Michael Stevens is a director. Mr. Stevens has served as the Senior Vice President and Chief Market Officer for the New York Giants since 2006, and from2003 to 2006 served as the Senior Vice President of Sales & Marketing for the Washington Redskins. Mr. Stevens' prior experience includes key marketingexecutive roles at eBay Inc. and the National Basketball Association. Mr. Stevens has served as a board member of Remedy Analytics, an analyticstechnology company, since 2011. Mr. Stevens holds a Bachelor of Arts Degree from Hobart College, where he has served as a member of the Board ofTrustees. Mr. Stevens was selected to serve on the board of directors due to his strategic and innovative leadership experience. Michael Chadwick is a director. Mr. Chadwick has been in the commercial, investment and merchant banking businesses since 1975. Since Jun 2017, he hasbeen operating as an independent contractor serving as Managing Director and Principal of SLCA Capital, LLC, a registered broker dealer and member ofFINRA and SIPC. Mr. Chadwick has arranged private and public debt and equity capital, and has provided financial advisory services relating to merger andacquisition activity, for numerous public and privately held companies across a broad spectrum of industries for over 40 years. Mr. Chadwick was mostrecently a Managing Director of Shoreline Capital Advisors, Inc. from 2011 to 2017. He was a Managing Director at Growth Capital Partners, LP during 2010.From 1994 through 2009, Mr. Chadwick was a Senior Vice President and Managing Director of Sanders Morris Harris Group, Inc. (SMHG), which at that timewas the largest investment banking firm headquartered in the Southwest. Prior to SMHG, Mr. Chadwick in 1988 co-founded Chadwick, Chambers andAssociates, Inc., an investment and merchant banking boutique specializing in providing traditional corporate finance services and, in select situations,sponsoring financial transactions as principal. Mr. Chadwick has served on numerous boards of directors of both private and public companies, includingservices as the chairman of the audit committee of Landry’s Inc. when it was a public company. Presently he serves on the Board of Moody-Price, LLC andthe audit committee for the Golden Nugget Atlantic City, as well as on the Board of Trustees of the Harris County Hospital District Foundation. Number and Terms of Office of Officers and DirectorsOur board of directors is divided into three classes with only one class of directors being elected in each year and each class (except for those directorsappointed prior to our first annual meeting of stockholders) serving a three-year term. The term of office of the first class of directors, consisting of Mark Kellyand G. Michael Stevens, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of RichardHandler and Michael Chadwick, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting ofTilman J. Fertitta, will expire at the third annual meeting of stockholders. We may not hold an annual meeting of stockholders until after we consummate ourinitial Business Combination unless we are required to do so. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board ofdirectors is authorized to appoint persons to the offices set forth in our amended and restated bylaws as it deems appropriate. Our amended and restatedbylaws provide that our officers may consist of two co-chairmen of the board, a vice chairman of the board, a chief executive officer, one or more presidents, achief financial officer, one or more vice presidents, one or more assistant vice presidents, a secretary, one or more assistant secretaries, a treasurer, one or moreassistant treasurers and any such other officers as may be appointed in accordance with the provisions of our amended and restated bylaws. 58  Committees of the Board of Directors Our board of directors has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception,the rules of Nasdaq and Rule 10A of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors.Subject to phase-in rules and a limited exception, the rules of Nasdaq require that the compensation committee of a listed company be comprised solely ofindependent directors. Audit CommitteeOur board has established an audit committee of the board of directors. Audit committee members include G. Michael Stevens, Mark Kelly and MichaelChadwick. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must beindependent. All three members are independent. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Chadwick qualifies as an “audit committeefinancial expert” as defined in applicable SEC rules. Mr. Chadwick serves as the Chairman of the Audit Committee. The principal functions of the audit committee include: ■the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registeredpublic accounting firm engaged by us;■pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engagedby us, and establishing pre-approval policies and procedures;■reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continuedindependence;■setting clear hiring policies for employees or former employees of the independent auditors;■setting clear policies for audit partner rotation in compliance with applicable laws and regulations;■obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-controlprocedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry orinvestigation by governmental or professional authorities, within, the preceding five years respecting one or more independent audits carried out bythe firm and any steps taken to deal with such issues;■reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SECprior to us entering into such transaction; and■reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, includingany correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regardingour financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the FinancialAccounting Standards Board, the SEC or other regulatory authorities. Compensation Committee Our board has established a compensation committee of our board of directors. The members of our compensation committee are Mark Kelly and G. MichaelStevens, and Mr. Kelly serves as chairman of the compensation committee. The principal functions of the compensation committee include: ■reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluatingour chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chiefexecutive officer’s based on such evaluation;■reviewing and approving the compensation of all of our other executive officers;■reviewing our executive compensation policies and plans;■implementing and administering our incentive compensation equity-based remuneration plans;■assisting management in complying with our proxy statement and annual report disclosure requirements; 59  ■approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers andemployees;■producing a report on executive compensation to be included in our annual proxy statement; and■reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counselor other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engagingor receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independenceof each such adviser, including the factors required by Nasdaq and the SEC. Director Nominations We do not have a standing nominating committee, though we intend to form a corporate governance and nominating committee as and when required to doso by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq Rules, a majority of the independent directors may recommend a directornominee for selection by our board of directors. Our board of directors believes that the independent directors can satisfactorily carry out the responsibility ofproperly selecting or approving director nominees without the formation of a standing nominating committee. The director who shall participate in theconsideration and recommendation of director nominees is Mark Kelly. In accordance with Rule 5605(e)(1)(A) of the Nasdaq Rules, such director isindependent. As there is no standing nominating committee, we do not have a nominating committee charter in place. The board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seekingproposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholdersthat wish to nominate a director for election to our board of directors should follow the procedures set forth in our amended and restated bylaws. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, inidentifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledgeof our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders. Compensation Committee Interlocks and Insider Participation Each of Messrs. Fertitta, Scheinthal and Liem currently serve as members of the boards of directors of certain subsidiaries of Fertitta Entertainment, Inc., andMr. Fertitta, who is currently a member of our board of directors, serves as an executive officer of these entities. Our other executive officers do not currentlyserve, and in the past year have not served, as a member of the board of directors or compensation committee of any entity that has one or more executiveofficers serving on our board of directors. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers, directors and persons who beneficially own more than ten percent ofour common stock to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies ofall Section 16(a) forms they file. Based solely upon a review of such Forms, we believe that during the year ended December 31, 2017 there were nodelinquent filers. Code of Ethics We have adopted a code of ethics applicable to our directors, officers and employees. We have previously filed a copy of our code of ethics and our auditcommittee and compensation committee charters as exhibits to the registration statement in connection with our public offering. You may review thesedocuments by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the code of ethics will be provided without chargeupon request from us. 60  Conflicts of Interest In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to acorporation if: ■the corporation could financially undertake the opportunity;■the opportunity is within the corporation’s line of business; and■it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation. As a result of multiple business affiliations, our executive officers and directors may have similar legal obligations relating to presenting businessopportunities meeting the above-listed criteria to multiple entities. Our Certificate of Incorporation provides that we renounce our interest in any corporateopportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer ofour company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. 61  Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties or contractual obligations: Individual Entity Entity’s Business Affiliation Tilman J. Fertitta Fertitta Entertainment, Inc. and itsaffiliates and wholly-ownedsubsidiaries Dining, hospitality, Entertainmentand Gaming company Sole Shareholder, Chairman andChief Executive Officer Fertitta Entertainment Holdings, LLCand its Affiliates and wholly-ownedsubsidiaries Private holding and gaming company Sole Member and President Fertitta Hospitality, LLC and itsaffiliates and wholly-ownedsubsidiaries Dining and hospitality company Member and President Richard Handler Leucadia National Corporation andits affiliates and wholly-ownedsubsidiaries Diversified holding company Director and Chief Executive Officer Richard H. Liem Fertitta Entertainment, Inc. and itsaffiliates and wholly-ownedsubsidiaries Dining, hospitality, entertainmentand gaming company Executive Vice President andPrincipal Accounting Officer Morton’s Restaurant Group, Inc. Restaurant company Treasurer and Vice President Fertitta Entertainment Holdings, LLCand its affiliates and wholly-ownedsubsidiaries Private holding and gaming company Vice President and Treasurer Steven L. Scheinthal Fertitta Entertainment, Inc. and itsaffiliates and wholly-ownedsubsidiaries Dining, hospitality, entertainmentand gaming company Director, Executive Vice Presidentand General Counsel Fertitta Entertainment Holdings, LLCand its affiliates and wholly-ownedsubsidiaries Private holding and gaming company Vice President and Secretary Fertitta Hospitality, LLC and itswholly-owned subsidiaries Dining and hospitality company Secretary Nicholas Daraviras The Sheridan Group, Inc. Journal, book and Magazine printingcompany Director R&R Transportation Freight, hauling and transportationcompany Director Fiesta Restaurant Group Restaurant operator and franchisor Director G. Michael Stevens New York Giants NFL Team Senior Vice President and ChiefMarking Officer Michael Chadwick SLCA Capital, LLC Investment banking services Managing Director 62  Accordingly, if any of the above executive officers or directors becomes aware of a Business Combination opportunity which is suitable for any of the aboveentities or other entities to which he or she has then-current fiduciary duties or contractual obligations, he or she will honor his or her fiduciary duties orcontractual obligations to present such Business Combination opportunity to such entity. We do not believe, however, that any of the foregoing fiduciaryduties or contractual obligations will materially undermine our ability to complete our Business Combination. Our Sponsors, executive officers and directors may become involved with subsequent blank check companies similar to our company, although they haveagreed not to participate in the formation of, or become an officer or director of, any similar blank check company until we have entered into a definitiveagreement regarding our initial Business Combination or we have failed to complete our initial Business Combination within 24 months after the closing ofthe public offering. Potential investors should also be aware of the following other potential conflicts of interest: ■None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocatinghis or her time among various business activities. ■Our initial stockholders purchased founder shares and Sponsor Warrants. Our initial stockholders have entered into letter agreements with us,pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with thecompletion of our Business Combination. Additionally, our initial stockholders have agreed to waive their rights to liquidating distributions fromthe Trust Account with respect to their founder shares if we fail to complete our Business Combination within the prescribed time frame. If we do notcomplete our initial Business Combination within the prescribed time frame, the proceeds of the sale of the Sponsor Warrants will be used to fundthe redemption of our public shares, and the Sponsor Warrants will expire worthless. Furthermore, the founder shares will not be transferable,assignable or salable until one year after the completion of our initial Business Combination or earlier if subsequent to our initial BusinessCombination, (i) the closing price of our Class A 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 ourinitial Business Combination or (ii) we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results inall of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Sponsor Warrants willnot be transferable until 30 days following the completion of our initial Business Combination. Because Tilman J. Fertitta will own shares ofcommon stock or warrants directly or indirectly through our FEI Sponsor (or may own such shares or warrants directly), Mr. Fertitta may have aconflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our Business Combination.■Our officers and directors may have a conflict of interest with respect to evaluating a particular Business Combination if the retention or resignationof any such officers and directors was included by a target business as a condition to any agreement with respect to our Business Combination. 63  We are not prohibited from pursuing an initial Business Combination with a Business Combination target that is affiliated with our Sponsors, officers ordirectors, or completing the Business Combination through a joint venture or other form of shared ownership with our Sponsors, officers or directors. In theevent we seek to complete our initial Business Combination with an Business Combination target that is affiliated with our Sponsors, executive officers ordirectors, we, or a committee of independent directors, would obtain an opinion from an independent accounting firm or independent investment bankingfirm that is a member of FINRA, that such initial Business Combination is fair to our company from a financial point of view. We are not required to obtainsuch an opinion in any other context. Furthermore, in no event will our Sponsors or any of our existing officers or directors, or any of their respectiveaffiliates, be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of ourinitial Business Combination. However, we will not be prohibited from engaging an affiliate of our Leucadia Sponsor or its affiliates as financial advisors inconnection with our initial Business Combination and paying a customary financial advisory fee in an amount that constitutes a market standard financialadvisory fee for comparable transactions, although we are not under any contractual obligation, and have no present intent, to do so. Further, we will alsoreimburse our FEI Sponsor for office space, secretarial and administrative services provided to members of our management team in an amount not to exceed$10,000 per month in the event such space and/or services are utilized and we do not pay directly for such services. In the event that we submit our initial Business Combination to our public stockholders for a vote, our initial stockholders have agreed, pursuant to writtenagreements with us, to vote their founder shares and any shares purchased during or after the offering in favor of our initial Business Combination. Limitation on Liability and Indemnification of Officers and Directors Our Certificate of Incorporation provides that our officers and directors will be indemnified by us to the fullest extent authorized by Delaware law, as it nowexists or may in the future be amended. In addition, our Certificate of Incorporation provides that our directors will not be personally liable for monetarydamages to us for breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in bad faith,knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived animproper personal benefit from their actions as directors. We entered into agreements with our officers and directors to provide contractual indemnification inaddition to the indemnification provided for in our Certificate of Incorporation. Our amended and restated bylaws also permit us to secure insurance onbehalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit suchindemnification. We may purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense,settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account, and have agreed towaive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seekrecourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) wehave sufficient funds outside of the Trust Account or (ii) we consummate an initial Business Combination. These provisions may discourage stockholdersfrom bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood ofderivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, astockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant tothese indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talentedand experienced officers and directors. Item 11. Executive Compensation None of our executive officers or directors have received any cash compensation for services rendered to us. Commencing on May 25, 2016, through theearlier of the consummation of a Business Combination or our liquidation, we pay monthly recurring expenses of $10,000 to FEI Sponsor for office space,secretarial and administrative services. Our Sponsors, executive officers, directors, or any of their respective affiliates, are reimbursed for any out-of-pocketexpenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitableBusiness Combinations. Our audit committee reviews on a quarterly basis all payments that were made to our Sponsors, executive officers, directors and ouror their affiliates. 64  After the completion of our Business Combination, directors or members of our management team who remain with us may be paid consulting, managementor other fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials orproxy solicitation materials furnished to our shareholders in connection with a proposed Business Combination. It is unlikely the amount of suchcompensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer anddirector compensation. Any compensation to be paid to our executive officers will be determined by a compensation committee constituted solely byindependent directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of a BusinessCombination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remainwith us after a Business Combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us mayinfluence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management team to remainwith us after the consummation of a Business Combination will be a determining factor in our decision to proceed with any potential Business Combination.We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters We have no compensation plans under which equity securities are authorized for issuance. The following table sets forth information available to us at March 7, 2018 with respect to our common stock held by: ·each person known by us to be the beneficial owner of more than 5% of our outstanding common stock;·each of our executive officers and directors that beneficially own common stock; and·all our executive officers and directors as a group. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all common stockbeneficially owned by them. The following table does not reflect record or beneficial ownership of the Sponsor Warrants as they are not exercisable within60 days of March 7, 2018. 65  Name and Address of Beneficial Owner(1) Numberof SharesBeneficiallyOwned Percentage ofOutstanding CommonStock Fertitta Entertainment, Inc. (FEI Sponsor)(4) 3,125,000(2) 10.0%Leucadia National Corporation (Leucadia Sponsor) 3,763,561(3) 12.0%Tilman J. Fertitta(4) 3,125,000(2) 10.0%Richard Handler - - Richard H. Liem - - Steven L. Scheinthal - - Nicholas Daraviras - - Mark Kelly - - Michael S. Chadwick - - G. Michael Stevens - - All officers and directors as a group (eight individuals) 6,888,561 22.0%Hudson Bay Capital Management, L.P. 2,000,000(5) 6.4%Arrowgrass Capital Partners (US) LP 2,000,000(6) 6.4%Alyeska Investment Group, L.P. 2,000,000(7) 6.4%Polar Asset Management Partners Inc. 2,427,821(8) 7.8% (1)This table is based on 31,250,000 shares of common stock outstanding at March 7, 2018, of which 25,000,000 were Class A common stock and6,250,000 were Class F common stock. Unless otherwise indicated, the business address of each of the entities, directors and officers in this table is 1510West Loop South, Houston, Texas 77027.(2)The interests shown consist solely of founder shares, classified as shares of Class F common stock. Such shares will automatically convert into shares ofClass A common stock at the time of our initial Business Combination on a one-for-one basis, subject to adjustment.(3)According to a Schedule 13D filed on March 3, 2017 on behalf of Leucadia National Corporation, on behalf of itself and its controlled subsidiaries, theinterests shown include 638,561 shares of the Company's Class A Common Stock and 3,125,000 shares of the Company's Class F Common Stock.(4)Tilman J. Fertitta owns and controls FEI Sponsor and has voting and dispositive control over the shares held by FEI Sponsor.(5)According to a Schedule 13G filed with the SEC on January 30, 2017 on behalf of Hudson Bay Capital Management, L.P. (the “Investment Manager”)and Sander Gerber (“Mr. Gerber”), each of the Investment Manager and Mr. Gerber holds shared voting and dispositive power with respect to 2,000,000shares of the Company’s Class A common stock. The Investment Manager, which serves as the investment manager to Hudson Bay Master Fund Ltd., inwhose name the securities reported herein are held, may be deemed to be the beneficial owner of all Class A common stock held by Hudson Bay MasterFund Ltd. Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. Mr.Gerber disclaims beneficial ownership of these securities. The business address of the Investment Manager and Mr. Gerber is 777 Third Avenue, 30thFloor, New York, New York 10017.(6)According to a Schedule 13G filed with the SEC on February 14, 2017 on behalf of Arrowgrass Capital Partners (US) LP (“ACP”) and Arrowgrass CapitalServices (US) Inc. (“ACS”), each of ACP and ACS holds shared voting and dispositive power with respect to 2,000,000 shares of the Company’s Class Acommon stock. ACP serves as investment manager to Arrowgrass Master Funds, Ltd. and Arrowgrass Customised Solutions Limited (the “ArrowgrassFunds”), with respect to the shares of Class A common stock directly held by the Arrowgrass Funds. ACS serves as the general parter of ACP with respectto the Class A common stock directly held by the Arrowgrass Funds. The business address of ACP and ACS is 1330 Avenue of the Americas, 32nd Floor,New York, New York 10019.(7)According to a Schedule 13G filed on February 14, 2017 on behalf of Alyeska Investment Group, L.P. (“AIGLP”), Alyeska Fund GP, LLC (“AFG”),Alyeska Fund 2 GP, LLC (“AF2”) and Anand Parekh (“Mr. Parekh”), each of which share beneficial ownership over the 2,000,000 shares of theCompany’s Class A common stock reported herein. The business address for this shareholder is 77 West Wacker Drive, 7th Floor, Chicago, IL 60601.(8)Based on information contained in Schedule 13G/A filed on February 9, 2018, Polar Asset Management Partners Inc. holds sole voting and dispositivepower with respect to 2,427,821 shares of the Company’s Class A common stock. Polar Asset Management Partners Inc. is a company incorporated underthe laws of Ontario, Canada, and serves as the investment manager to Polar Multi Strategy Master Fund, a Cayman Islands exempted company("PMSMF") and certain managed accounts (together with PMSMF, the “Polar Vehicles”), with respect to the Class A common stock directly held by thePolar Vehicles. The address of the business office of Polar Asset Management Partners Inc. is 401 Bay Street, Suite 1900, PO Box 19, Toronto, OntarioM5H 2Y4, Canada. Our initial shareholders beneficially own, on an as-converted basis, 22% of our issued and outstanding common stock and have the right to elect all of ourdirectors prior to our Business Combination as a result of holding all of the founder shares. Holders of our public shares will not have the right to elect anydirectors to our board of directors prior to our Business Combination. In addition, because of their ownership block, our initial shareholders may be able toeffectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our Certificate of Incorporations andapproval of significant corporate transactions. 66  In 2008, the Leucadia Sponsor purchased an aggregate of 1,000 shares of the Company’s common stock (100% of the issued and outstanding shares) for$1,000. On September 15, 2015, the Company reclassified all of its issued and outstanding shares of common stock to Class F common stock (“FoundersShares”), and conducted a 1:7,187.5 stock split. On September 16, 2015, the Company issued 7,187,500 additional founder shares to the FEI Sponsor for$10,000. On October 1, 2015, the Company completed a 5:1 reverse stock split of the founder shares. On April 27, 2016, the Company conducted a 1:3 stocksplit, and on May 25, 2016, each of the Sponsors returned to the Company, at no cost, 718,750 Founders Shares (1,437,500 total shares), which werecancelled. The over-allotment option was not exercised by the underwriters and as such, the Sponsors forfeited 937,500 shares, which were returned to theCompany, at no cost, on June 30, 2016. Following these transactions, each of the Sponsors owned 50% of the 6,250,000 issued and outstanding FoundersShares. In connection with the consummation of the public offering, our Sponsors purchased an aggregate of 14,000,000 Sponsor Warrants at a price of $0.50 perwarrant (a purchase price of $7,000,000) in a private placement. Each Sponsor Warrant entitles the holder to purchase one-half of one share of common stockat a price of $11.50 per share. Our Sponsors and our executive officers and directors are deemed to be our “promoters” as such term is defined under the federal securities laws. See “Item13. Certain Relationships and Related Transactions, and Director Independence” below for additional information regarding our relationships with ourpromoters. Item 13. Certain Relationships and Related Transactions, and Director Independence We were incorporated in 2008 and in connection with our incorporation the Leucadia Sponsor purchased an aggregate of 1,000 shares of our common stock(100% of the issued and outstanding shares) for $1,000. On September 15, 2015, we reclassified all of our issued and outstanding shares of common stock asClass F common stock and conducted a 1:7,187.5 stock split for our founder shares, which increased the Leucadia Sponsor’s ownership to 7,187,500 foundershares. On September 16, 2015, we sold 7,187,500 founder shares (50% of the issued and outstanding shares) to the FEI Sponsor for $10,000. On October 1,2015, we conducted a 5:1 reverse stock split for our founder shares. On April 27, 2016, we conducted a 1:3 stock split, resulting in our initial stockholdersholding an aggregate of 6,250,000 founder shares. Following these transactions, each of our Sponsors owned 50% of the 6,250,000 issued and outstandingfounder shares. In connection with the consummation of the public offering, our Sponsors purchased an aggregate of 14,000,000 Sponsor Warrants at a price of $0.50 perwarrant (a purchase price of $7,000,000) in a private placement. Each Sponsor Warrant entitles the holder to purchase one-half of one share of common stockat a price of $11.50 per share. The Sponsor Warrants (including the Class A common stock issuable upon exercise of the Sponsor Warrants) may not, subjectto certain limited exceptions, be transferred, assigned or sold by it until 30 days after the completion of our initial Business Combination. As more fully discussed in “Item 10. Directors, Executive Officers and Corporate Governance — Conflicts of Interest,” if any of our officers or directors (otherthan our independent directors) becomes aware of a Business Combination opportunity that falls within the line of business of any entity to which he or shehas then-current fiduciary or contractual obligations, he or she may be required to present such Business Combination opportunity to such entity. Ourexecutive officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us. We entered into an administrative services agreement with the FEI Sponsor, pursuant to which we pay a total of $10,000 per month for office space, utilitiesand secretarial support. Upon completion of our initial Business Combination or our liquidation, we will cease paying these monthly fees. Accordingly, inthe event the consummation of our initial Business Combination takes the maximum 24 months, an affiliate of the FEI Sponsor will be paid a total of$240,000 ($10,000 per month) for office space, utilities and secretarial support and will be entitled to be reimbursed for any out-of- pocket expenses. 67  Other than these monthly fees, no compensation of any kind, including finder’s and consulting fees, will be paid to our Sponsors, executive officers ordirectors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial Business Combination.However, we will not be prohibited from engaging an affiliate of the Leucadia Sponsor or its affiliates as financial advisors in connection with our initialBusiness Combination and paying a customary financial advisory fee in an amount that constitutes a market standard financial advisory fee for comparabletransactions, although we are not under any contractual obligation, and have no present intent, to do so. In addition, these individuals will be reimbursed forany out-of- pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligenceon suitable Business Combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsors, officers, directors orour or their affiliates. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities onour behalf. In order to finance transaction costs in connection with an intended initial Business Combination, our Sponsors or an affiliate of our Sponsors or certain ofour officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an initial Business Combination, we would repaysuch loaned amounts. In the event that the initial Business Combination does not close, we may use a portion of the working capital held outside the TrustAccount to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may beconvertible 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 identicalto the Sponsor Warrants. The terms of such loans by our officers and directors if any, have not been determined and no written agreements exist with respectto such loans. After our initial Business Combination, members of our management team who remain with us may be paid consulting, management or other fees from thecombined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the proxy solicitation or tender offermaterials, as applicable, furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of distribution of suchtender offer materials or at the time of a stockholder meeting held to consider our initial Business Combination, as applicable, as it will be up to the directorsof the post-combination business to determine executive and director compensation. Related Party Policy Prior to the consummation of our Initial Public Offering, we adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, exceptunder guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with theSEC. Under our code of ethics, conflict of interest situations include any financial transaction, arrangement or relationship (including any indebtedness orguarantee of indebtedness) involving the Company. In addition, our audit committee, pursuant to a written charter that we adopted prior to the consummation of our Initial Public Offering, is responsible forreviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of theaudit committee present at a meeting at which a quorum is present is required in order to approve a related party transaction. A majority of the members of theentire audit committee constitutes a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee is required toapprove a related party transaction. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire thatelicits information about related party transactions. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of intereston the part of a director, employee or officer. Director Independence Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person otherthan an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board ofdirectors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our Board of Directors hasdetermined that Messrs. Kelly, Chadwick and Stevens are “independent directors” as defined in Rule 10A-3 of the Exchange Act and the rules of the Nasdaq.Our independent directors have regularly scheduled meetings at which only independent directors are present. 68  Item 14. Principal Accounting Fees and Services Fees for professional services provided by our independent registered public accounting firm for the last two fiscal years include: For the Year ended For the Year ended December 31, 2017 December 31, 2016 Audit Fees (1) $52,015 $18,025 Audit-Related Fees (2) $- $55,246 Tax Fees (3) $- $- All Other Fees (4) $- $- Total $52,015 $73,271 (1)Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that arenormally provided by our independent registered public accounting firm in connection with statutory and regulatory filings.(2)Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the auditor review of our year-end financial statements and are not reported under “Audit Fees.” These services include attest services that are not required bystatute or regulation and consultation concerning financial accounting and reporting standards.(3)Tax Fees. Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.(4)All Other Fees. All other fees consist of fees billed for all other services. Policy on Board Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Auditors The audit committee is responsible for appointing, setting compensation and overseeing the work of the independent auditors. In recognition of thisresponsibility, the audit committee shall review and, in its sole discretion, pre-approve all audit and permitted non-audit services to be provided by theindependent auditors as provided under the audit committee charter. 69  PART IV Item 15. Exhibits, Financial Statement Schedules (a)The following documents are filed as part of this Annual Report on Form 10-K: 1.Financial Statements: See “Index to Financial Statements” as “Item 8. Financial Statements and Supplementary Data” herein. (b)Financial Statement Schedules. All schedules are omitted for the reason that the information is included in the financial statements or the notesthereto or that they are not required or are not applicable. (c)Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K 70  SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to besigned on its behalf by the undersigned, thereunto duly authorized. LANDCADIA HOLDINGS, INC. By:/s/ Tilman J. Fertitta Name: Tilman J. Fertitta Title: Chief Executive Officer and Co-Chairman (principal executive officer) By:/s/ Richard H. Liem Name: Richard H. Liem Title: Vice President and Chief Financial Officer (principal financial and accounting officer) Dated: March 12, 2018 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Tilman J. Fertitta and Richard H.Liem and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name,place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto,and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents,and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, asfully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them,or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the followingpersons on behalf of the Registrant in the capacities and on the dates indicated. Name Title Date /s/ Tilman J. Fertitta Chief Executive Officer and Co-Chairman March 12, 2018Tilman J. Fertitta (Principal Executive Officer) /s/ Richard H. Liem Chief Financial Officer and Vice President March 12, 2018Richard H. Liem (Principal Financial and Accounting Officer) /s/ Richard Handler President and Co-Chairman March 12, 2018Richard Handler /s/ Mark Kelly Director March 12, 2018 Mark Kelly /s/ G. Michael Stevens Director March 12, 2018 G. Michael Stevens /s/ Michael Chadwick Director March 12, 2018 Michael Chadwick 71  Exhibit Number Description3.1 Amended and Restated Certificate of Incorporation if the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s RegistrationStatement on Form S-1 (File No. 333-210980), filed with the SEC on April 28, 2016). 3.2 Second Amended and Restated Certificate of Incorporation if the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’sCurrent Report on Form 8-K (File No. 001-37788), filed with the SEC on June 1, 2016). 3.3 By-Laws of the Registrant (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-210980), filed with the SEC on April 28, 2016). 3.4 Form of Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.4 to the Registrant’s RegistrationStatement on Form S-1 (File No. 333-210980), filed with the SEC on April 28, 2016). 4.1 Specimen unit Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-210980), filed with the SEC on April 28, 2016). 4.2 Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1(File No. 333-210980), filed with the SEC on April 28, 2016). 4.3 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-210980), filed with the SEC on April 28, 2016). 4.4 Warrant Agreement, dated May 25, 2016, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated byreference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K (File No. 001-37788), filed with the SEC on June 1, 2016). 10.1(a) Amended and Restated Promissory Note, dated April 27, 2016, issued to Fertitta Entertainment, Inc. (incorporated by reference to Exhibit10.1(a) to the Registrant’s Registration Statement on Form S-1 (File No. 333-210980), filed with the SEC on April 28, 2016). 10.1(b) Second Amended and Restated Promissory Note, dated May 17, 2016, issued to Leucadia National Corporation (incorporated by reference toExhibit 10.1(b) to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-210980), filed with the SEC onMay 19, 2016). 10.2(a) Letter Agreement, dated May 25, 2016, by and among the Registrant, Tilman J. Fertitta, Richard Handler, Richard H. Liem, Steven L.Scheinthal, Nicholas Daraviras, Leucadia National Corporation and Fertitta Entertainment, Inc. (incorporated by reference to Exhibit 10.1 tothe Registrant’s Current Report on Form 8-K (File No. 001-37788), filed with the SEC on June 1, 2016). 10.2(b) Letter Agreement, dated May 25, 2016, by and among the Registrant and Mark Kelly (incorporated by reference to Exhibit 10.2 to theRegistrant’s Current Report on Form 8-K (File No. 001-37788), filed with the SEC on June 1, 2016). 72  10.2(c) Letter Agreement, dated August 23, 2016, by and between the Company and G. Michael Stevens (incorporated by reference to Exhibit 10.2 tothe Registrant’s Current Report on Form 8-K (File No. 001-37788), filed with the SEC on August 23, 2016). 10.2(d) Letter Agreement, dated May 8, 2017, by and between the Company and Michael S. Chadwick (incorporated by reference to Exhibit 10.2 tothe Registrant’s Current Report on Form 8-K (File No. 001-37788), filed with the SEC on May 10, 2017). 10.3 Investment Management Trust Agreement, dated May 25, 2016, by and between the Registrant and Continental Stock Transfer & TrustCompany, as trustee (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 001-37788), filedwith the SEC on June 1, 2016). 10.4 Registration Rights Agreement, dated May 25, 2016, by and among the Registrant, Leucadia National Corporation and FertittaEntertainment, Inc. (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No. 001-37788), filed withthe SEC on June 1, 2016). 10.5 Administrative Services Agreement, dated May 25, 2016, by and between the Registrant and Fertitta Entertainment, Inc. (incorporated byreference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (File No. 001-37788), filed with the SEC on June 1, 2016). 10.6 Securities Purchase Agreement, effective as of September 16, 2015, between the Registrant and Fertitta Entertainment, Inc. (incorporated byreference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 (File No. 333-210980), filed with the SEC on April 28,2016). 10.7 Warrant Subscription Agreement, dated October 2, 2015, between the Registrant and Fertitta Entertainment, Inc. (incorporated by reference toExhibit 10.6 to the Registrant’s Registration Statement on Form S-1 (File No. 333-210980), filed with the SEC on April 28, 2016). 10.8 Warrant Subscription Agreement, dated October 2, 2015, between the Registrant and Leucadia National Corporation (incorporated byreference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 (File No. 333-210980), filed with the SEC on April 28,2016). 10.9 Indemnity Agreement, dated May 25, 2016, between the Registrant and Tilman J. Fertitta (incorporated by reference to Exhibit 10.6 to theRegistrant’s Current Report on Form 8-K (File No. 001-37788), filed with the SEC on June 1, 2016). 10.10 Indemnity Agreement, dated May 25, 2016, between the Registrant and Richard Handler (incorporated by reference to Exhibit 10.7 to theRegistrant’s Current Report on Form 8-K (File No. 001-37788), filed with the SEC on June 1, 2016). 10.11 Indemnity Agreement, dated May 25, 2016, between the Registrant and Richard H. Liem (incorporated by reference to Exhibit 10.8 to theRegistrant’s Current Report on Form 8-K (File No. 001-37788), filed with the SEC on June 1, 2016). 10.12 Indemnity Agreement, dated May 25, 2016, between the Registrant and Steven L. Scheinthal (incorporated by reference to Exhibit 10.9 to theRegistrant’s Current Report on Form 8-K (File No. 001-37788), filed with the SEC on June 1, 2016). 10.13 Indemnity Agreement, dated May 25, 2016, between the Registrant and Nicholas Daraviras (incorporated by reference to Exhibit 10.10 to theRegistrant’s Current Report on Form 8-K (File No. 001-37788), filed with the SEC on June 1, 2016). 10.14 Indemnity Agreement, dated May 25, 2016, between the Registrant and Mark Kelly (incorporated by reference to Exhibit 10.11 to theRegistrant’s Current Report on Form 8-K (File No. 001-37788), filed with the SEC on June 1, 2016). 10.15 Indemnity Agreement, dated as of August 23, 2016, by and between the Company and G. Michael Stevens (incorporated by reference toExhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37788), filed with the SEC on August 23, 2016). 73  10.16 Indemnity Agreement, dated as of May 8, 2017, by and between the Company and Michael S. Chadwick (incorporated by reference toExhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37788), filed with the SEC on May 10, 2017). 14.1 Code of Ethics. (incorporated by reference to Exhibit 14 to the Registrant's Registration Statement on Form S-1 (File No. 333-210980), filedwith the SEC on April 28, 2016). 24.1 Power of Attorney (included on the signature pages herein). 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, asAdopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as AdoptedPursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-OxleyAct of 2002. 32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Actof 2002. 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 74 EXHIBIT 31.1 CERTIFICATION I, Tilman J. Fertitta, certify that: 1. I have reviewed this Annual Report on Form 10-K of Landcadia Holdings, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statement made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f))for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepting accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions aboutthe effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’sinternal controls over financial reporting. Date: March 12, 2018By:/s/ Tilman J. Fertitta Tilman J. Fertitta Chief Executive Officer(Principal Executive Officer) EXHIBIT 31.2 CERTIFICATION I, Richard H. Liem, certify that: 1. I have reviewed this Annual Report on Form 10-K of Landcadia Holdings, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statement made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f))for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepting accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions aboutthe effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’sinternal controls over financial reporting. Date: March 12, 2018By:/s/ Richard H. Liem Richard H. Liem Vice Presiden and Chief Financial Officer(Principal Financial Officer andPrincipal Accounting Officer) EXHIBIT 32.1 SECTION 1350 CERTIFICATION (CEO)CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Landcadia Holdings, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2017, as filedwith the Securities and Exchange Commission on the date hereof (the “Report”), I, Tilman J. Fertitta, Chief Executive Officer, certify, pursuant to 18 U.S.C.Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78m(a) or78o(d)); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: March 12, 2018 By: ./s/ Tilman J. Fertitta Tilman J. Fertitta Chief Executive Officer(Principal Executive Officer) EXHIBIT 32.2 SECTION 1350 CERTIFICATION (CFO)CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Landcadia Holdings, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2017, as filedwith the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard H. Liem, Chief Financial Officer, certify, pursuant to 18 U.S.C.Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78m(a) or78o(d)); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: March 12, 2018 By: ./s/ Richard H. Liem Richard H. Liem Vice President and Chief Financial Officer(Principal Financial Officer andPrincipal Accounting Officer) 

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