On December 29, 2020, the Business Combination was approved by the stockholders of the Company at the special meeting in lieu of the 2020 annual meeting of stockholders (the “Special Meeting”). The Business Combination was completed on December 29, 2020.
As of the Closing Date and following the completion of the Business Combination, the Company had the following outstanding securities:
● 36,982,320 shares of Class A common stock;
● 31,350,625 shares of Class B common stock;
● 16,425,000 warrants, each exercisable for one share of Class A Common Stock at a price of $11.50 per share.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Company makes forward-looking statements in this Current Report on Form 8-K. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for the Company’s business. Specifically, forward-looking statements may include statements relating to:
· the benefits of the Business Combination;
· the future financial performance of the Company following the Business Combination;
· expansion plans and opportunities; and
· other statements preceded by, followed by or that include the words “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.
These forward-looking statements are based on information available as of the date of this Current Report on Form 8-K and the Company’s management’s current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
As a result of a number of known and unknown risks and uncertainties, the Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:
· the risk that the Business Combination disrupts current plans and operations;
· the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of the combined business to grow and manage growth profitably;
· costs related to the Business Combination;
· changes in applicable laws or regulations;
· factors relating to the future business, operations and financial performance of GNOG LLC, including:
· GNOG LLC’s inability to compete with other forms of entertainment for consumers’ discretionary time and income;
· market conditions and global and economic factors beyond GNOG LLC’s control, including the potential adverse effects of the ongoing global COVID-19 pandemic and reductions in discretionary consumer spending, among others;
· GNOG LLC’s inability to attract and retain users;
· GNOG LLC’s inability to profitably expand into new markets;
· changes in applicable laws or regulations;
· the failure of third-party service providers to perform services and protect intellectual property rights required for the operation of GNOG LLC’s business;
· the possibility that the Company or GNOG LLC may be adversely affected by other economic, business, and/or competitive factors; and
· other risks and uncertainties indicated or incorporated by reference in this Current Report on Form 8-K, including those set forth in the “Risk Factors” section in Landcadia’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 2, 2020 (the “Proxy Statement”) relating to the Special Meeting, which is incorporated herein by reference.
Business
The business of Landcadia prior to the Business Combination is described in the Proxy Statement in the section entitled “Information About the Company,” which is incorporated herein by reference. The business of GNOG LLC prior to the Business Combination is described in in the Proxy Statement in the section entitled “Business of GNOG,” which is incorporated herein by reference.
Risk Factors
The risk factors related to the Company’s business and operations and the Business Combination are set forth in the Proxy Statement in the section entitled “Risk Factors,” which is incorporated herein by reference.
Properties
The properties of the Company are described in the Proxy Statement in the section entitled “Business of GNOG – Property,” which is incorporated herein by reference.
Financial Information
Reference is made to the disclosure set forth in Item 9.01 of this Current Report concerning the financial information of GNOG LLC, which is incorporated herein by reference. Reference is further made to the disclosures contained in the Proxy Statement in the sections titled “Summary Historical Financial Information of GNOG” and “GNOG Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are incorporated herein by reference.
The unaudited pro forma condensed combined financial information of the Company as of and for the nine months ended September 30, 2020 is set forth in Exhibit 99.1 hereto and is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information known to the Company regarding beneficial ownership of the Company’s common stock as of December 29, 2020, after giving effect to the Closing, by:
· each person known by the Company to be the beneficial owner of more than 5% of outstanding common stock;
· each of the Company’s executive officers and directors; and
· all executive officers and directors of the Company as a group.
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Shares of common stock issuable upon exercise of options or warrants currently exercisable or exercisable within 60 days are deemed outstanding solely for purposes of calculating the percentage of class and percentage of total voting power of the beneficial owner thereof.
The beneficial ownership of the Company’s common stock is based on 36,982,320 shares of Class A common stock and 31,350,625 shares of Class B common stock issued and outstanding as of December 29, 2020.
Unless otherwise indicated, the Company believes that each person named in the table below has sole voting and investment power with respect to all shares of common stock beneficially owned by him.
As of the Closing Date and following the completion of the Business Combination, the Company had the following outstanding securities:
● 36,982,320 shares of Class A common stock;
● 31,350,625 shares of Class B common stock;
● 16,425,000 warrants, each exercisable for one share of Class A Common Stock at a price of $11.50 per share.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Company makes forward-looking statements in this Current Report on Form 8-K. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for the Company’s business. Specifically, forward-looking statements may include statements relating to:
· the benefits of the Business Combination;
· the future financial performance of the Company following the Business Combination;
· expansion plans and opportunities; and
· other statements preceded by, followed by or that include the words “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.
These forward-looking statements are based on information available as of the date of this Current Report on Form 8-K and the Company’s management’s current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
As a result of a number of known and unknown risks and uncertainties, the Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:
· the risk that the Business Combination disrupts current plans and operations;
· the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of the combined business to grow and manage growth profitably;
· costs related to the Business Combination;
· changes in applicable laws or regulations;
· factors relating to the future business, operations and financial performance of GNOG LLC, including:
· GNOG LLC’s inability to compete with other forms of entertainment for consumers’ discretionary time and income;
· market conditions and global and economic factors beyond GNOG LLC’s control, including the potential adverse effects of the ongoing global COVID-19 pandemic and reductions in discretionary consumer spending, among others;
· GNOG LLC’s inability to attract and retain users;
· GNOG LLC’s inability to profitably expand into new markets;
· changes in applicable laws or regulations;
· the failure of third-party service providers to perform services and protect intellectual property rights required for the operation of GNOG LLC’s business;
· the possibility that the Company or GNOG LLC may be adversely affected by other economic, business, and/or competitive factors; and
· other risks and uncertainties indicated or incorporated by reference in this Current Report on Form 8-K, including those set forth in the “Risk Factors” section in Landcadia’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 2, 2020 (the “Proxy Statement”) relating to the Special Meeting, which is incorporated herein by reference.
Business
The business of Landcadia prior to the Business Combination is described in the Proxy Statement in the section entitled “Information About the Company,” which is incorporated herein by reference. The business of GNOG LLC prior to the Business Combination is described in in the Proxy Statement in the section entitled “Business of GNOG,” which is incorporated herein by reference.
Risk Factors
The risk factors related to the Company’s business and operations and the Business Combination are set forth in the Proxy Statement in the section entitled “Risk Factors,” which is incorporated herein by reference.
Properties
The properties of the Company are described in the Proxy Statement in the section entitled “Business of GNOG – Property,” which is incorporated herein by reference.
Financial Information
Reference is made to the disclosure set forth in Item 9.01 of this Current Report concerning the financial information of GNOG LLC, which is incorporated herein by reference. Reference is further made to the disclosures contained in the Proxy Statement in the sections titled “Summary Historical Financial Information of GNOG” and “GNOG Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are incorporated herein by reference.
The unaudited pro forma condensed combined financial information of the Company as of and for the nine months ended September 30, 2020 is set forth in Exhibit 99.1 hereto and is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information known to the Company regarding beneficial ownership of the Company’s common stock as of December 29, 2020, after giving effect to the Closing, by:
· each person known by the Company to be the beneficial owner of more than 5% of outstanding common stock;
· each of the Company’s executive officers and directors; and
· all executive officers and directors of the Company as a group.
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Shares of common stock issuable upon exercise of options or warrants currently exercisable or exercisable within 60 days are deemed outstanding solely for purposes of calculating the percentage of class and percentage of total voting power of the beneficial owner thereof.
The beneficial ownership of the Company’s common stock is based on 36,982,320 shares of Class A common stock and 31,350,625 shares of Class B common stock issued and outstanding as of December 29, 2020.
Unless otherwise indicated, the Company believes that each person named in the table below has sole voting and investment power with respect to all shares of common stock beneficially owned by him.