PROXY STATEMENT OF

LEISURE ACQUISITION CORP.

PROSPECTUS FOR UP TO

18,000,000 SHARES OF COMMON STOCK

Dear Leisure Acquisition Corp. Stockholders,

On behalf of the board of directors (the "Board") of Leisure Acquisition Corp., a Delaware corporation ("LACQ," "we" or "our"), we cordially invite you to a special meeting (the "special meeting") of stockholders to be held at 9:00 a.m. eastern time, on June 28, 2021, at the offices of LACQ at 250 West 57th Street, Suite 415, New York, New York 10107. You will be able vote your shares of LACQ common stock by either signing and returning the enclosed proxy card or attending the special meeting and voting in person.

On January 31, 2021, LACQ entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among LACQ, EB Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of LACQ ("Merger Sub"), and Ensysce Biosciences, Inc., a Delaware corporation ("Ensysce"), providing for, among other things, and subject to the terms and conditions therein, the business combination between LACQ and Ensysce pursuant to the merger of Merger Sub with and into Ensysce, with Ensysce continuing as the surviving entity (the "Merger"). The Merger, together with the other transactions contemplated by the Merger Agreement and the related agreements, are referred to herein as the "Transactions."

The proposed Merger is expected to be consummated after the required approval by the stockholders of LACQ, and the satisfaction or waiver of certain other conditions summarized below. At the reference price of $10.00 per share of LACQ common stock, the total Merger Consideration of 17,336,655 shares of LACQ common stock (based on the number of shares of Ensysce common stock outstanding at May 21, 2021 and excluding the shares underlying the Ensysce Options and Ensysce Warrants and shares which may be issuable with respect to the Newly Issued Ensysce Convertible Notes (as those terms are defined herein)) would have a value of $173,336,550.

Pursuant to the Merger Agreement, at the effective time of the Merger:

  1. each outstanding share of Ensysce common stock, including shares issuable upon conversion of certain convertible notes of Ensysce that will convert into Ensysce common stock immediately prior to the effective time of the Merger, will be cancelled and automatically converted into the right to receive a number of shares of LACQ common stock calculated pursuant to the Merger Agreement (the "Merger Consideration"); and
  2. each option to acquire Ensysce common stock that is outstanding immediately prior to the effective time of the Merger, will be assumed and automatically converted into an option to purchase a number of shares of LACQ common stock at the exercise price calculated pursuant to the Merger Agreement and each warrant to acquire Ensysce common stock that is outstanding immediately prior to the effective time of the Merger, will be assumed and automatically converted into a warrant to purchase a number of shares of LACQ common stock at the exercise price calculated pursuant to the Merger Agreement.

Upon completion of the Transactions it is expected that: (a) LACQ's public stockholders (other than the initial stockholders and their respective affiliates) will own approximately 0.9% in the post-combination company; (b) the initial stockholders of LACQ and their respective affiliates, including the Sponsors (which are entities affiliated with A. Lorne Weil, LACQ's Executive Chairman, and Daniel B. Silvers, LACQ's Chief Executive Officer), and HG Vora Capital Management LLC on behalf of one or more funds or accounts managed by it (the "Strategic Investor"), will own approximately 24.6% of the post-combination company; (c) Other Stockholders (consisting of the underwriter in LACQ's initial public offering and an Ensysce vendor which have agreed to receive LACQ common stock instead of cash) and the parties to Ensysce's GEM Agreement (as defined herein), which has agreed to provide an equity line) will own approximately 3.4% of the post- combination company; and (d) current holders of Ensysce Stock, including holders of shares issued on conversion of Ensysce Convertible Notes, will collectively own approximately 71.1% of the post-combination company. These levels of ownership interests: (i) exclude the impact of the shares of LACQ common stock underlying the warrants and those reserved for issuance under the Incentive Plan (as defined herein), (ii) assume that no LACQ public stockholder exercises redemption rights with respect to its public shares for a pro rata portion of the funds in LACQ's trust account and that 17,336,655 shares of LACQ common stock are issued as Merger Consideration and are outstanding as of the closing (including shares of LACQ common stock issued on conversion of Ensysce Convertible Notes (other than up to 500,000 shares of LACQ common stock which may be issued in respect of Newly Issued Ensysce Convertible Notes) and exclude shares underlying the Ensysce Options and Ensysce Warrants); and (iii) exclude the impact of warrants to acquire LACQ common stock anticipated to be issued pursuant to the Expense Advancement Agreement and Ensysce's GEM Agreement (as those terms are defined herein).

As described in this proxy statement/prospectus, LACQ's stockholders are being asked to consider and vote upon the Merger and the other proposals set forth herein. Each of the proposals is more fully described in this proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of record of LACQ's common stock at 5:00 p.m. (New York City time) on May 21, 2021 (the "record date") are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements thereof.

After careful consideration, the Board has determined that the Merger and the other proposals described in this proxy statement/prospectus are fair to and in the best interests of LACQ and its stockholders and unanimously recommends that you vote or give instruction to vote "FOR" the approval of the Merger and the other proposals. When you consider the Board's recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Transactions that are different from, or in addition to, the interests of LACQ's stockholders generally. Please see the section entitled "The Merger - Interests of Certain Persons in the Business Combination" for additional information. The Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to LACQ's stockholders that they vote in favor of the proposals presented at the special meeting.

Consummation of the Transactions is conditioned on the approval of LACQ's stockholders by an affirmative vote of the holders of a majority of the outstanding shares of LACQ common stock of the business combination proposal, and (b) the consent of the requisite Ensysce stockholders (as described herein) to adopt the Merger Agreement and thereby approve the Transactions, including the Merger. The Ensysce stockholders have already provided the requisite consent to adopt the Merger Agreement and approve the Transactions. If such proposal is not approved by the LACQ stockholders, we will not consummate the Transactions. LACQ is sending you this proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this proxy statement/prospectus.

All LACQ stockholders are cordially invited to attend the special meeting and we are providing the proxy statement/prospectus and proxy card in connection with the solicitation of proxies to be voted at the special meeting (or any adjournment or postponement thereof). To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote, obtain a proxy from your broker or bank.

This proxy statement/prospectus covers: up to 17,500,000 shares of LACQ common stock (including shares of LACQ common stock issued on conversion of Ensysce Convertible Notes (other than Newly Issued Ensysce Convertible Notes) (of which 17,336,655 shares would be issued based on the outstanding Ensysce common stock on May 21, 2021) and up to 500,000 shares of LACQ common stock which may be issued in respect of Newly Issued Ensysce Convertible Notes as the Merger Consideration pursuant to the Merger Agreement. LACQ's units, shares of LACQ common stock and LACQ's public warrants are currently listed on the Nasdaq Stock Market (the "Nasdaq") under the symbols LACQU, LACQ, and LACQW, respectively.

LACQ has filed an application to continue the listing of the combined entity on Nasdaq concurrent with consummation of the Transactions and believes the combined entity will satisfy all criteria for initial listing upon completion of the Transactions.

On June 1, 2021, Nasdaq notified LACQ that trading in LACQ's securities on Nasdaq would be suspended effective with the open of the market on June 3, 2021 due to the failure to complete the Transactions by June 1, 2021 (the "Suspension Notice"). Although trading, if any, will occur in the over-the-counter market, LACQ will remain technically listed on Nasdaq pending the expiration of all Nasdaq review and appeal processes. LACQ believes completion of the Merger will enable it to evidence Nasdaq listing compliance by June 30, 2021.

In addition, and prior to the issuance of Suspension Notice, on May 25, 2021, LACQ received formal notice from Nasdaq's Listing Qualifications Department (the "Staff") indicating that LACQ's failure to timely file its Form 10-Q for the period ended March 31, 2021 (the "Form 10-Q") with the SEC, as required by Nasdaq Listing Rule 5250(c)(1) (the "Filing Requirement"), could serve as a separate basis for suspension and delisting of LACQ's securities from Nasdaq. LACQ was granted the opportunity to submit a plan to regain compliance with the Filing Requirement for the Panel's review by no later than June 1, 2021 and, notwithstanding the Suspension Notice, submitted that plan, and has filed the Form 10-Q in accordance with that plan.

While LACQ expects to obtain Nasdaq listing approval prior to closing the transactions, LACQ can provide no assurances that Nasdaq will approve the listing application for the combined entity. Nasdaq's determination will not be known at the time stockholders vote on the Transactions and the closing is not conditioned on Nasdaq's approval of the continued listing. If LACQ's application for listing is not approved, the combined company could face significant material adverse consequences including a limited availability of market quotations for LACQ's securities; reduced liquidity for LACQ's securities; a determination that the LACQ common stock is a "penny stock" which will require brokers trading in such securities to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for LACQ's securities; a limited amount of news and analyst coverage; and a decreased ability to issue additional securities or obtain additional financing in the future, including the inability of Ensysce to obtain financing under the GEM Agreement.

Pursuant to LACQ's current certificate of incorporation, a holder of public shares may demand that LACQ redeem such shares for cash if the business combination is consummated. To exercise your redemption rights, you must elect to have LACQ redeem your shares for a pro rata portion of the funds held in the trust account and tender your shares to LACQ's transfer agent at least two (2) business days prior to the vote at the special meeting. You are not required to vote on the Transactions (either for or against) to exercise your redemption rights. You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the depository trust company DWAC (deposit and withdrawal custodian) system. If the business combination is not completed, then these shares will not be redeemed for cash. If you hold the shares in street name, you will need to instruct the account executive at your bank or broker to withdraw the shares from your account in order to exercise your redemption rights.

If a holder of public shares properly demands redemption, LACQ will redeem each public share for a full pro rata portion of the funds held in the trust account holding the proceeds from LACQ's initial public offering, calculated as of two business days prior to the consummation of the business combination.

If the business combination is not completed, these shares will not be redeemed.

LACQ is, and, immediately following consummation of the Transactions, will continue to be, an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements.

This proxy statement/prospectus provides you with detailed information about the Transactions and other matters to be considered at the special meeting of LACQ's stockholders. We encourage you to carefully read this entire document, including the Annexes attached hereto. You should also carefully consider the risk factors described in "Risk Factors" beginning

on page 39.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in "street name" or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

The Transactions described in this proxy statement/prospectus have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the merits or fairness of the business combination or related Transactions, or passed upon the accuracy or adequacy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

/s/ A. Lorne Weil

A. Lorne Weil

Chairman of the Board of Directors

This proxy statement/prospectus is dated June 16, 2021 and is first being mailed to LACQ stockholders on or about June 16, 2021.

ADDITIONAL INFORMATION

This document is the proxy statement of LACQ for the special meeting and the prospectus for up to 17,500,000 shares of LACQ common stock being issued (of which 17,336,655 shares would be issued based on the outstanding Ensysce common stock on May 21, 2021), and up to 500,000 shares of LACQ common stock which may be issued in respect of Newly Issued Ensysce Convertible Notes, as the Merger Consideration pursuant to the Merger Agreement. This registration statement and this proxy statement/prospectus is available without charge to stockholders of LACQ upon written or oral request. This document and other filings by LACQ with the Securities and Exchange Commission may be obtained by either written or oral request to:

George Peng

Chief Financial Officer and Secretary

Leisure Acquisition Corp.

250 West 57th Street, Suite 415

New York, New York 10107

Tel: (646) 565-6940

The Securities and Exchange Commission maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission. You may obtain copies of the materials described above at the commission's internet site at www.sec.gov.

In addition, if you have questions about the proposals to be voted on at the special meeting or this proxy statement/prospectus, would like additional copies of this proxy statement/prospectus, or need to obtain proxy cards or other information related to the proxy solicitation, please contact LACQ at (646) 565-6940. You will not be charged for any of the documents that you request.

See the section entitled "Where You Can Find More Information" of this proxy statement/prospectus for further information.

Information contained on the LACQ website, or any other website, is expressly not incorporated by reference into this proxy statement/prospectus.

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the special meeting, or no later than June 21, 2021.

LEISURE ACQUISITION CORP.

250 West 57th Street, Suite 415 New York, New York 10107

NOTICE OF

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON June 28, 2021

TO THE STOCKHOLDERS OF LEISURE ACQUISITION CORP.

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Leisure Acquisition Corp, a Delaware corporation ("LACQ," "we" or "our"), will be held at 9:00 a.m. eastern time, on June 28, 2021, at the offices of LACQ at 250 West 57th Street, Suite 415, New York, New York 10107. If you wish to attend the special meeting in person, you must reserve your attendance at least two (2) business days in advance of the special meeting by contacting George Peng, Chief Financial Officer, Leisure Acquisition Corp., 250 West 57th Street, Suite 415, New York, New York 10107, telephone number (646) 565-6940. See "Questions and Answers about the Proposals - How do I attend the special meeting in person?" for more information.

On behalf of LACQ's board of directors (the "Board"), you are cordially invited to attend the special meeting, to conduct the following business items:

  1. Proposal No. 1 - To consider and vote upon a proposal to approve the business combination described in this proxy statement/prospectus, including (a) approving the Agreement and Plan of Merger, dated as of January 31, 2021 (as the same has been or may be amended, modified, supplemented or waived from time to time, the "Merger Agreement") by and among LACQ, EB Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of LACQ ("Merger Sub") and Ensysce Biosciences, Inc. a Delaware corporation ("Ensysce"), a copy of which is attached to this proxy statement/prospectus as Annex A, which provides for, among other things, and subject to the terms and conditions therein, a business combination between Ensysce and LACQ pursuant to the merger of Merger Sub with and into Ensysce, with
    Ensysce continuing as the surviving entity (the "Merger" and, together with the other transactions contemplated by the Merger Agreement, the "Transactions") and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in this proxy statement/prospectus - we refer to this proposal as the "business combination proposal";
  2. Proposal No. 2 - To consider and vote upon a proposal to approve and adopt the third amended and restated certificate of incorporation of LACQ in the form attached to this proxy statement/prospectus as Annex B (the "third amended and restated certificate of incorporation") - we refer to this proposal as the "charter proposal";
  3. Proposal No. 3 - To consider and vote upon, on a non-binding advisory basis, certain governance provisions in the third amended and restated certificate of incorporation, presented separately in accordance with the U.S. Securities and
    Exchange Commission ("SEC") requirements - we refer to this proposal as the "governance proposal";
  4. Proposal No. 4 - To consider and vote upon a proposal to approve and adopt the 2021 Omnibus Incentive Plan, in the form attached to this proxy statement/prospectus as Annex C (the "Incentive Plan"), and the material terms thereunder, including the authorization of the initial share reserve thereunder - we refer to this proposal as the "incentive plan proposal.";
  5. Proposal No. 5 - To consider and vote upon a proposal to elect seven (7) directors to the Board following the consummation of the Transactions until their respective successors are duly elected and qualified or until their earlier resignation, removal or death - we refer to this proposal as the "Director Election Proposal";
  6. Proposal No. 6 - To consider and vote upon a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq (as defined below) Rules 5635(a), (b) and (d), the issuance of more than 20% of LACQ's issued and outstanding shares of common stock in connection with the Transactions, including, without limitation, the issuance of shares of LACQ common stock as Merger Consideration (which may constitute a change of control under the Nasdaq Rules) - we refer to this proposal as the "Nasdaq proposal"; and

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Leisure Acquisition Corp. published this content on 15 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 June 2021 07:25:02 UTC.