425

LEISURE ACQUISITION CORP.

Date: December 27, 2019

/s/ Daniel B. Silvers

Daniel B. Silvers

Chief Executive Officer and Director

Filed by GTWY Holdings Limited pursuant to
Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Leisure Acquisition Corp.
Commission File No.: 001-38306

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 27, 2019

LEISURE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-38306

(Commission File Number)

82-2755287

(I.R.S. Employer Identification No.)

250 West 57^th Street, Suite 2223

New York, New York 10107

(Address of principal executive offices) (Zip Code)

(646) 565-6940

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	LACQ	The Nasdaq Stock Market LLC

Warrants to purchase one share of Common Stock	LACQW	The Nasdaq Stock Market LLC

Units, each consisting of one share of Common Stock and one-half of one Warrant	LACQU	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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 or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01

Regulation FD Disclosure.

On December 27, 2019, Leisure Acquisition Corp. (“Leisure” or the “Company”) issued a press release announcing its entry into a definitive business combination with GTWY Holdings Limited (“GTWY Holdings”), the holding company for Gateway Casinos & Entertainment Limited (“Gateway”). Additional information relating to the proposed transaction and Gateway can be found in the Company’s press release. A copy of the press release is attached as Exhibit 99.1 to this current report and is incorporated herein by reference.

The information furnished in this Item 7.01 (including the exhibits) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Additional Information

In connection with the proposed transaction, a Registration Statement on Form F-4 will be filed with the U.S. Securities and Exchange Commission (the “SEC”) that will include a proxy statement of Leisure that also will constitute a prospectus of GTWY Holdings. Leisure will mail the proxy statement/prospectus to its stockholders. Leisure’s stockholders are urged to read the proxy statement/prospectus regarding the proposed transaction when it becomes available because it will contain important information regarding Leisure, GTWY Holdings, Gateway, the proposed transaction, the agreements related thereto and related matters. When available, you will be able to obtain copies of all documents regarding the proposed transaction and other documents filed by Leisure or Gateway Holdings with the SEC, free of charge, at the SEC’s website (www.sec.gov) or by sending a request to Leisure at 250 West 57^th Street, Suite 2223, New York, New York 10107, or by calling Leisure at (212) 565-6940.

Participants in the Solicitation

Leisure, GTWY Holdings and Gateway and their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies with respect to the proposed transaction under the rules of the SEC. Information about the directors and executive officers of Leisure is set forth in its Definitive Proxy Statement, which was filed with the SEC on October 28, 2019.

Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders in connection with the proposed transaction will be set forth in the proxy statement/prospectus when it is filed with the SEC on Form F-4. These documents can be obtained free of charge from the sources indicated above.

Disclaimer

This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Leisure, GTWY Holdings or Gateway, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:


Exhibit		Description

99.1		Press release dated December 27, 2019

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.