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Cautionary Note Regarding Forward-Looking Statements

We make forward-looking statements in this proxy statement. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business, and the timing and ability for us to complete the Business Combination. Specifically, forward-looking statements may include statements relating to:

These forward-looking statements are based on information available as of the date of this proxy statement, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do 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.

You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement. As a result of a number of known and unknown risks and uncertainties, our 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:

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Risk Factors

Shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement. The risks described below are those which we believe are the material risks that we face. Additional risks not presently known to us or which we currently consider immaterial may also have an adverse effect on us. Any risk is described below that could have an adverse impact on Del Taco’s business or financial condition may have a material adverse impact. Some statements in this proxy statement, including such statements in the following risk factors, constitute forward-looking statements. See the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to Del Taco’s Business and Industry

Del Taco’s growth strategy depends in part on opening new restaurants in existing and new markets and expanding its franchise system. Del Taco may be unsuccessful in opening new company-operated or franchised restaurants or establishing new markets, which could adversely affect Del Taco’s growth.

One of the key means to achieving Del Taco’s growth strategy will be through opening new restaurants and operating those restaurants on a profitable basis. Del Taco opened five new restaurants in 2014 and plans to open an estimated six to eight new company owned restaurants in 2015. Del Taco’s franchisees opened six new restaurants in 2014 and plan to open seven to nine restaurants in 2015. Del Taco’s ability to open new restaurants is dependent upon a number of factors, many of which are beyond its control, including Del Taco or its franchisees’ ability to:

There is no guarantee that a sufficient number of suitable restaurant sites will be available in desirable areas or on terms that are acceptable to Del Taco or its franchisees in order to achieve Del Taco’s growth plan. If Del Taco is unable to open new restaurants or sign new franchisees, or if restaurant openings are significantly delayed, Del Taco’s earnings or revenue growth could be adversely affected and its business negatively affected as Del Taco expects a portion of its growth to come from new locations.

As part of Del Taco’s longer term growth strategy, Del Taco may enter into geographic markets in which it has little or no prior operating or franchising experience through company-owned restaurant growth and through franchise development agreements. The challenges of entering new markets include: difficulties in hiring experienced personnel; unfamiliarity with local real estate markets and demographics; consumer unfamiliarity with Del Taco’s brand; and different competitive and economic conditions, consumer tastes and discretionary

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spending patterns that are more difficult to predict or satisfy than in Del Taco’s existing markets. Consumer recognition of Del Taco’s brand has been important in the success of company-operated and franchised restaurants in Del Taco’s existing markets. In addition, restaurants Del Taco opens in new markets may take longer to reach expected sales and profit levels on a consistent basis and may have higher construction, occupancy or operating costs than restaurants it opens in existing markets, thereby affecting Del Taco’s overall profitability. Any failure on Del Taco’s part to recognize or respond to these challenges may adversely affect the success of any new restaurants. Expanding Del Taco’s franchise system could require the implementation, expense and successful management of enhanced business support systems, management information systems and financial controls as well as additional staffing, franchise support and capital expenditures and working capital.

Del Taco’s progress in opening new restaurants from quarter to quarter may occur at an uneven rate. If Del Taco does not open new restaurants in the future according to its current plans, the delay could have a material adverse effect on its business, financial condition and results of operations.

Due to brand recognition and logistical synergies, as part of Del Taco’s growth strategy, it also intends to open new restaurants in areas where Del Taco has existing restaurants. The operating results and comparable restaurant sales for Del Taco restaurants could be adversely affected due to close proximity with its other restaurants and market saturation.

Del Taco may not be able to compete successfully with other quick service and fast casual restaurants. Intense competition in the restaurant industry could make it more difficult to expand Del Taco’s business and could also have a negative impact on Del Taco’s operating results if customers favor Del Taco’s competitors or Del Taco is forced to change its pricing and other marketing strategies.

Del Taco faces significant competition from restaurants in the quick service and fast casual dining segments of the restaurant industry. In addition, the Southern California and Las Vegas regions, the primary markets in which Del Taco competes, consist of very competitive Mexican-inspired quick service and fast casual markets. Del Taco expects competition in these markets and each of its other markets to continue to be intense because consumer trends are favoring limited service restaurants that offer healthier menu items made with better quality products and many limited service restaurants are responding to these trends. Competition in Del Taco’s industry is primarily based on price, convenience, quality of service, brand recognition, restaurant location and type and quality of food. If Del Taco’s company-operated and franchised restaurants cannot compete successfully with other quick service and fast casual restaurants in new and existing markets, Del Taco could lose customers and its revenue could decline.

Del Taco company-owned and franchised restaurants compete with national and regional quick service and fast casual restaurant chains for customers, restaurant locations and qualified management and other staff. Many of Del Taco’s competitors have existed longer and have a more established market presence with substantially greater financial, marketing, personnel and other resources than Del Taco does. Among Del Taco’s competitors are a number of multi-unit, multi-market, fast casual restaurant concepts, some of which are expanding nationally. As it expands, Del Taco will face competition from these restaurant concepts as well as new competitors that strive to compete with its market segments. These competitors may have, among other things, lower operating costs, better locations, better facilities, better management, more effective marketing and more efficient operations. Additionally, Del Taco faces the risk that new or existing competitors will copy its business model, menu options, presentation or ambience, among other things.

Any inability to successfully compete with the restaurants in Del Taco’s markets will place downward pressure on Del Taco’s customer traffic and may prevent Del Taco from increasing or sustaining its revenue and profitability. Consumer tastes, nutritional and dietary trends, traffic patterns and the type, number and location of competing restaurants often affect the restaurant business, and Del Taco’s competitors may react more efficiently and effectively to those conditions. In addition, many of Del Taco’s traditional fast food restaurant competitors

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offer lower-priced menu options or meal packages, or have loyalty programs. Del Taco’s sales could decline due to changes in popular tastes, “fad” food regimens, such as low carbohydrate diets, and media attention on new restaurants. If Del Taco is unable to continue to compete effectively, its traffic, sales and restaurant contribution could decline which would have a material adverse effect on its business, financial condition and results of operations.

New restaurants, once opened, may not be profitable, and the increases in average restaurant revenue and comparable restaurant sales that Del Taco has experienced in the past may not be indicative of future results.

Some of Del Taco’s restaurants open with an initial start-up period of higher than normal sales volumes, which subsequently decrease to stabilized levels. Typically, Del Taco’s new restaurants have stabilized sales after approximately 26 to 52 weeks of operation, at which time the restaurant’s sales typically begin to grow on a consistent basis. However, Del Taco cannot assure you that this will occur for future restaurant openings. In new markets, the length of time before average sales for new restaurants stabilize is less predictable and can be longer as a result of Del Taco’s limited knowledge of these markets and consumers’ limited awareness of Del Taco’s brand. In addition, Del Taco’s average restaurant revenue and comparable restaurant sales may not increase at the rates achieved over the past several years. Del Taco’s ability to operate new restaurants profitably and increase average restaurant revenue and comparable restaurant sales will depend on many factors, some of which are beyond its control, including:

If Del Taco’s new restaurants do not perform as planned, its business and future prospects could be harmed. In addition, an inability to achieve Del Taco’s expected average restaurant revenue would have a material adverse effect on its business, financial condition and results of operations.

Del Taco’s sales growth and ability to achieve profitability could be adversely affected if comparable restaurant sales are less than Del Taco expects.

The level of comparable restaurant sales, which reflect the change in year-over-year sales for restaurants in the accounting period following 18 months of operations, will affect Del Taco’s sales growth and will continue to be a critical factor affecting its ability to generate profits because the profit margin on comparable restaurant sales is generally higher than the profit margin on new restaurant sales. Del Taco’s ability to increase comparable restaurant sales depends in part on its ability to successfully implement its initiatives to build sales. It is possible such initiatives will not be successful, that Del Taco will not achieve its target comparable restaurant sales growth or that the change in comparable restaurant sales could be negative, which may cause a decrease in sales growth and ability to achieve profitability that would have a material adverse effect on its business, financial condition and results of operations. See the section entitled “Del Taco Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Performance Indicators—Same Store Sales of Growth.”

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Del Taco’s long-term success depends in part on its ability to effectively identify and secure appropriate sites for new restaurants.

Del Taco intends to develop new restaurants in its existing markets, expand its footprint into adjacent markets and selectively enter into new markets. In order to build new restaurants, Del Taco must first identify markets where it can enter or expand its footprint, taking into account numerous factors, including the location of its current restaurants, local economic trends, population density, area demographics and geography. Then it must secure appropriate restaurant sites, which is one of its biggest challenges. There are numerous factors involved in identifying and securing an appropriate restaurant site, including:

Given the numerous factors involved, Del Taco may not be able to successfully identify and secure attractive restaurant sites in existing, adjacent or new markets, which could have a material adverse effect on its business, financial condition and results of operations.

Changes in food and supply costs or failure to receive frequent deliveries of food ingredients and other supplies could have an adverse effect on Del Taco’s business, financial condition and results of operations.

Del Taco’s profitability depends in part on Del Taco’s ability to anticipate and react to changes in food and supply costs, and its ability to maintain its menu depends in part on its ability to acquire ingredients that meet specifications from reliable suppliers. Shortages or interruptions in the availability of certain supplies caused by unanticipated demand, problems in production or distribution, food contamination, inclement weather or other conditions could adversely affect the availability, quality and cost of Del Taco’s ingredients, which could harm Del Taco’s operations. Any increase in the prices of the food products most critical to Del Taco’s menu, such as beef, chicken, fresh produce, soybean oil and other proteins, could have a material adverse effect on Del Taco’s results of operations. Particularly, the cost of ground beef, Del Taco’s largest commodity expenditure and the only commodity that accounts for more than 10% of its total food and paper costs, has increased significantly over the past year as a result of a reduction in the U.S. cattle supply, a trend which Del Taco expects to continue for several years, coupled with an increase in world demand for beef. Del Taco currently purchases beef with fixed pricing contracts to reduce its exposure to potential price fluctuations. The market for beef is particularly volatile and is subject to extreme price fluctuations due to seasonal shifts, climate conditions, the price of feed, industry demand, energy demand, relative strength of the U.S. dollar and other factors. Although Del Taco tries to manage the impact that these fluctuations have on its operating results, Del Taco remains susceptible to increases in food costs as a result of factors beyond its control, such as general economic conditions, seasonal fluctuations, weather conditions, demand, food safety concerns, generalized infectious diseases, product recalls and government regulations. Therefore, material increases in the prices of the ingredients most critical to Del Taco’s menu, particularly ground beef, could adversely affect its operating results or cause Del Taco to consider changes to its product delivery strategy and adjustments to its menu pricing.

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If any of Del Taco’s distributors or suppliers perform inadequately, or Del Taco’s distribution or supply relationships are disrupted for any reason, there could be a material adverse effect on Del Taco’s business, financial condition, results of operations or cash flows. Although Del Taco often enters into contracts for the purchase of food products and supplies, it does not have long-term contracts for the purchase of all such food products and supplies. As a result, Del Taco may not be able to anticipate or react to changing food costs by adjusting its purchasing practices or menu prices, which could cause its operating results to deteriorate. If Del Taco cannot replace or engage distributors or suppliers who meet its specifications in a short period of time, that could increase its expenses and cause shortages of food and other items at Del Taco’s restaurants, which could cause a restaurant to remove items from its menu. If that were to happen, affected restaurants could experience significant reductions in sales during the shortage or thereafter, if customers change their dining habits as a result. In addition, although Del Taco provides modestly priced food, it may choose not to, or may be unable to, pass along commodity price increases to consumers, including price increases with respect to ground beef. These potential changes in food and supply costs could have a material adverse effect on Del Taco’s business, financial condition and results of operations.

Failure to manage Del Taco’s growth effectively could harm Del Taco’s business and operating results.

A portion of Del Taco’s growth plan includes opening new restaurants. If Del Taco’s expansion is accelerated greatly, its existing restaurant management systems, financial and management controls and information systems may be inadequate to support its planned expansion. Managing any such growth effectively will require Del Taco to continue to enhance these systems, procedures and controls and to hire, train and retain managers and team members. Del Taco may not respond quickly enough to the changing demands that its expansion will impose on its management, restaurant teams and existing infrastructure, which could harm its business, financial condition and results of operations.

Opening new restaurants in existing markets may negatively impact sales at Del Taco’s existing restaurants.

The consumer target area of Del Taco’s restaurants varies by location, depending on a number of factors, including population density, other local retail and business attractions, area demographics and geography. As a result, the opening of a new restaurant in or near markets in which Del Taco already has restaurants could adversely impact sales at these existing restaurants. Existing restaurants could also make it more difficult to build Del Taco’s consumer base for a new restaurant in the same market. Del Taco’s core business strategy does not entail opening new restaurants that Del Taco believes will materially affect sales at its existing restaurants, but Del Taco may selectively open new restaurants in and around areas of existing restaurants that are operating at or near capacity to effectively serve its customers.

Negative publicity relating to one of Del Taco’s restaurants, including one of its franchised restaurants, could reduce sales at some or all of Del Taco’s other restaurants.

Del Taco’s success is dependent in part upon Del Taco’s ability to maintain and enhance the value of its brand, consumers’ connection to its brand and positive relationships with its franchisees. Del Taco may, from time to time, be faced with negative publicity relating to food quality, public health concerns, restaurant facilities, customer complaints or litigation alleging illness or injury, health inspection scores, integrity of Del Taco’s or its suppliers’ food processing, employee relationships or other matters, regardless of whether the allegations are valid or whether Del Taco is held to be responsible. The negative impact of adverse publicity relating to one restaurant may extend far beyond the restaurant or franchise involved to affect some or all of Del Taco’s other restaurants. The risk of negative publicity is particularly great with respect to Del Taco’s franchised restaurants because Del Taco is limited in the manner in which it can regulate them, especially on a real-time basis. The considerable expansion in the use of social media over recent years can further amplify any negative publicity that could be generated by such incidents.

Additionally, employee claims against Del Taco based on, among other things, wage and hour violations, discrimination, harassment or wrongful termination may also create negative publicity that could adversely affect

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Del Taco and divert its financial and management resources that would otherwise be used to benefit the future performance of its operations. A significant increase in the number of these claims or an increase in the number of successful claims would have a material adverse effect on Del Taco’s business, financial condition and results of operations. Consumer demand for Del Taco’s products and the Del Taco brand’s value could diminish significantly if any such incidents or other matters create negative publicity or otherwise erode consumer confidence in Del Taco or its products, which would likely result in lower sales and could have a material adverse effect on its business, financial condition and results of operations.

Del Taco’s expansion into new markets may present increased risks.

Del Taco may open restaurants in markets where it has little or no operating experience. Restaurants Del Taco opens in any new markets may take longer to reach expected sales and profit levels on a consistent basis and may have higher construction, occupancy or operating costs than restaurants it opens in existing markets, thereby affecting Del Taco’s overall profitability. New markets may have competitive conditions, consumer tastes and discretionary spending patterns that are more difficult to predict or satisfy than Del Taco’s existing markets. Del Taco may need to make greater investments than it originally planned in advertising and promotional activity in new markets to build brand awareness. Del Taco may find it more difficult in new markets to hire, motivate and keep qualified employees who share its vision, passion and culture. Del Taco may also incur higher costs from entering new markets if, for example, it assigns regional managers to manage comparatively fewer restaurants than in more developed markets. As a result, these new restaurants may be less successful or may achieve AUVs at a slower rate. Del Taco may not be able to successfully develop critical market presence for its brand in new geographical markets, as it may be unable to find and secure attractive locations, build name recognition or attract new customers. Inability to fully implement or failure to successfully execute its plans to enter new markets could have a material adverse effect on Del Taco’s business, financial condition and results of operations.

Governmental regulation may adversely affect Del Taco’s ability to open new restaurants or otherwise adversely affect Del Taco’s business, financial condition and results of operations.

Del Taco is subject to various federal, state and local regulations, including those relating to building and zoning requirements and those relating to the preparation and sale of food. The development and operation of restaurants depends to a significant extent on the selection and acquisition of suitable sites, which are subject to zoning, land use, environmental, traffic and other regulations and requirements. Del Taco’s restaurants are also subject to state and local licensing and regulation by health, sanitation, food and occupational safety and other agencies. Del Taco may experience material difficulties or failures in obtaining the necessary licenses, approvals or permits for its restaurants, which could delay planned restaurant openings or affect the operations at its existing restaurants. In addition, stringent and varied requirements of local regulators with respect to zoning, land use and environmental factors could delay or prevent development of new restaurants in particular locations.

Del Taco is subject to the U.S. Americans with Disabilities Act (the “ADA”) and similar state laws that give civil rights protections to individuals with disabilities in the context of employment, public accommodations and other areas, including Del Taco’s restaurants. Del Taco may in the future have to modify restaurants by adding access ramps or redesigning certain architectural fixtures, for example, to provide service to or make reasonable accommodations for disabled persons. The expenses associated with these modifications could be material.

Del Taco’s operations are also subject to the U.S. Occupational Safety and Health Act, which governs worker health and safety, the U.S. Fair Labor Standards Act, which governs such matters as minimum wages and overtime, and a variety of similar federal, state and local laws that govern these and other employment law matters. Del Taco and its franchisees may also be subject to lawsuits from employees, the U.S. Equal Employment Opportunity Commission or others alleging violations of federal and state laws regarding workplace and employment matters, discrimination and similar matters, and Del Taco has been a party to such matters in the past. In addition, federal, state and local proposals related to paid sick leave or similar matters could, if implemented, have a material adverse effect on Del Taco’s business, financial condition and results of operations.

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There is also a potential for increased regulation of certain food establishments in the United States, where compliance with a Hazard Analysis and Critical Control Points (“HACCP”) approach would be required. HACCP refers to a management system in which food safety is addressed through the analysis and control of potential hazards from production, procurement and handling, to manufacturing, distribution and consumption of the finished product. Many states have required restaurants to develop and implement HACCP Systems, and the United States government continues to expand the sectors of the food industry that must adopt and implement HACCP programs. For example, the Food Safety Modernization Act (the “FSMA”), signed into law in January 2011, granted the U.S. Food and Drug Administration (the “FDA”) authority regarding the safety of the entire food system, including through increased inspections and mandatory food recalls. Although restaurants are specifically exempted from or not directly implicated by some of these relatively new requirements, Del Taco anticipates that the requirements may impact its industry. Additionally, Del Taco’s suppliers may initiate or otherwise be subject to food recalls that may impact the availability of certain products, result in adverse publicity or require Del Taco to take actions that could be costly for it or otherwise impact its business.

The impact of current laws and regulations, the effect of future changes in laws or regulations that impose additional requirements and the consequences of litigation relating to current or future laws and regulations, or Del Taco’s inability to respond effectively to significant regulatory or public policy issues, could increase Del Taco’s compliance and other costs of doing business and, therefore, have an adverse effect on Del Taco’s results of operations. Failure to comply with the laws and regulatory requirements of federal, state and local authorities could result in, among other things, revocation of required licenses, administrative enforcement actions, fines and civil and criminal liability. In addition, certain laws, including the ADA, could require Del Taco to expend significant funds to make modifications to its restaurants if it failed to comply with applicable standards. Compliance with the aforementioned laws and regulations can be costly and can increase Del Taco’s exposure to litigation or governmental investigations or proceedings, which could have a material adverse effect on Del Taco’s business, financial condition and results of operations.

Food safety and foodborne illness concerns could have an adverse effect on Del Taco’s business.

Del Taco cannot guarantee that its internal controls and training will be fully effective in preventing all food safety issues at its restaurants, including any occurrences of foodborne illnesses such as salmonella, E. coli and hepatitis A. In addition, there is no guarantee that Del Taco’s franchise restaurants will maintain the high levels of internal controls and training we require at Del Taco company-owned restaurants. Furthermore, Del Taco and its franchisees rely on third-party vendors, making it difficult to monitor food safety compliance and increasing the risk that foodborne illness would affect multiple locations rather than a single restaurant. Some foodborne illness incidents could be caused by third-party vendors and transporters outside of Del Taco’s control. New illnesses resistant to our current precautions may develop in the future, or diseases with long incubation periods could arise, that could give rise to claims or allegations on a retroactive basis. One or more instances of foodborne illness in any of Del Taco’s restaurants or markets or related to food products Del Taco sells could negatively affect Del Taco’s restaurant revenue nationwide if highly publicized on national media outlets or through social media. This risk exists even if it were later determined that the illness was wrongly attributed to Del Taco or one of its restaurants. A number of other restaurant chains have experienced incidents related to foodborne illnesses that have had a material adverse effect on their operations. The occurrence of a similar incident at one or more of Del Taco’s restaurants, or negative publicity or public speculation about an incident, could have a material adverse effect on Del Taco’s business, financial condition and results of operations.

Del Taco could be party to litigation that could distract management, increase its expenses or subject it to material monetary damages or other remedies.

Del Taco’s customers from time to time file complaints or lawsuits against Del Taco alleging Del Taco caused an illness or injury they suffered at or after a visit to its restaurants, or that Del Taco has problems with food quality or operations. Del Taco also has been subject to a variety of other claims arising in the ordinary course of its business, including personal injury claims, contract claims and claims alleging violations of federal and state law

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regarding workplace and employment matters, equal opportunity, harassment, discrimination and similar matters, including administrative charges, single-plaintiff lawsuits, class actions, and other types of actions. Del Taco could become subject to class actions or other lawsuits related to any of these or from different types of matters in the future. Such claims may result in the payment of substantial damages by Del Taco. Regardless of whether any claims brought against Del Taco are valid, or whether Del Taco is ultimately held liable, claims may be expensive to defend and may divert time and money away from Del Taco’s operations and hurt its performance. A judgment in excess of Del Taco’s insurance coverage for any claims could materially and adversely affect its financial condition and results of operations. Any adverse publicity resulting from the claims, or even from threatened claims, may also materially and adversely affect Del Taco’s reputation, which in turn could have a material adverse effect on Del Taco’s business, financial condition and results of operations.

In addition, the restaurant industry has been subject to a growing number of claims based on the nutritional content of food products sold and disclosure and advertising practices. Del Taco may also be subject to this type of proceeding in the future and, even if it is not, publicity about these matters (particularly directed at the fast casual or traditional quick service segments of the industry) may harm its reputation and could have a material adverse effect on its business, financial condition and results of operations.

Compliance with environmental laws may negatively affect Del Taco’s business.

Del Taco is subject to federal, state and local laws and regulations concerning waste disposal, pollution, protection of the environment, and the presence, discharge, storage, handling, release and disposal of, and exposure to, hazardous or toxic substances. These environmental laws provide for significant fines and penalties for noncompliance and liabilities for remediation, sometimes without regard to whether the owner or operator of the property knew of, or was responsible for, the release or presence of hazardous toxic substances. Third parties may also make claims against owners or operators of properties for personal injuries and property damage associated with releases of, or actual or alleged exposure to, such hazardous or toxic substances at, on or from Del Taco’s restaurants. Environmental conditions relating to releases of hazardous substances at a prior, existing or future restaurant could have a material adverse effect on Del Taco’s business, financial condition and results of operations. Further, environmental laws, and the administration, interpretation and enforcement thereof, are subject to change and may become more stringent in the future, each of which could have a material adverse effect on Del Taco’s business, financial condition and results of operations.

Changes in economic conditions and other unforeseen conditions, particularly in the markets in which Del Taco operates, could have a material adverse effect on its business, financial condition and results of operations.

The restaurant industry depends on consumer discretionary spending. The United States in general or the specific markets in which Del Taco operates may suffer from depressed economic activity, recessionary economic cycles, higher fuel or energy costs, low consumer confidence, high levels of unemployment, reduced home values, increases in home foreclosures, investment losses, personal bankruptcies, reduced access to credit or other economic factors that may affect consumer discretionary spending. Traffic in Del Taco’s restaurants could decline if consumers choose to dine out less frequently or reduce the amount they spend on meals while dining out. Negative economic conditions might cause consumers to make long-term changes to their discretionary spending behavior, including dining out less frequently on a permanent basis, which could have a material adverse effect on Del Taco’s business, financial condition and results of operations.

For example, the recession from late 2007 to mid-2009 reduced consumer confidence to historic lows, impacting the public’s ability and desire to spend discretionary dollars as a result of job losses, home foreclosures, significantly reduced home values, investment losses, bankruptcies and reduced access to credit. If the economy experiences another significant decline, Del Taco’s business, results of operations and ability to comply with the terms of its senior secured credit facilities could be materially adversely affected and may result in a deceleration of the number and timing of new restaurant openings by Del Taco and its franchisees, as well as a potential

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deterioration in customer traffic or a reduction in average check size which would negatively impact Del Taco’s revenues and its profitability and could result in reductions in staff levels, additional impairment charges and potential restaurant closures.

Adverse weather and natural or man-made disasters in the markets in which Del Taco operates could have a material adverse effect on its business, financial condition and results of operations.

Adverse weather conditions in states in which Del Taco operates, or in the future may operate, could have a disproportionate impact on its overall results of operations. In particular, Del Taco’s business is significantly concentrated in Southern California, and as a result, Del Taco could be disproportionately affected by adverse weather specific to this market. Adverse weather conditions may also impact customer traffic at Del Taco’s restaurants, and, in more severe cases, cause temporary restaurant closures, sometimes for prolonged periods. Most of Del Taco’s restaurants have outdoor seating, and the effects of adverse weather may impact the use of these areas and may negatively impact Del Taco’s revenue. In addition, natural or man-made disasters occurring in the markets in which Del Taco operates, such as terrorist attacks, tornadoes, earthquakes, hurricanes, floods, droughts, fires or other natural or man-made disasters, could have a material adverse effect on Del Taco’s business, financial condition and results of operations, as such events could result in lower customer traffic at Del Taco restaurants.

If restaurant revenue decreases, Del Taco’s profitability could decline as it spreads fixed costs across a lower level of sales. Reductions in staff levels, asset impairment charges and potential restaurant closures could result from prolonged negative restaurant revenue, which would have a material adverse effect on Del Taco’s business, financial condition and results of operations.

Del Taco’s business is geographically concentrated in Southern California, and Del Taco could be negatively affected by conditions specific to that region.

Del Taco’s company-operated and franchised restaurants in Southern California generated, in the aggregate, approximately 78% of Del Taco’s revenue for the years ended December 30, 2014 and December 31, 2013. During the recent economic crisis and recession, Del Taco’s business was materially adversely affected by a decrease in revenues from these restaurants due to adverse economic conditions in Southern California, including declining home prices and increased foreclosures. Adverse changes in demographic, unemployment, economic or regulatory conditions in Southern California or the State of California as a whole, including but not limited to enforcement policies for and changes in immigration law, have had and may continue to have material adverse effects on Del Taco’s business. As of March 2015, unemployment in California was 6.5% compared to the U.S. unemployment rate of 5.5%. Del Taco believe increases in unemployment will have a negative impact on traffic in its restaurants. As a result of its concentration in this market, Del Taco has been disproportionately affected by these adverse economic conditions compared to other national chain restaurants.

Furthermore, prolonged or severe inclement weather could affect Del Taco’s sales at restaurants in locations that experience such conditions, which could materially adversely affect Del Taco’s business, financial condition or results of operations. It is possible that weather conditions may impact Del Taco’s business more than other businesses in our industry because of Del Taco’s significant concentration of restaurants in Southern California. Del Taco may also suffer unexpected losses resulting from natural disasters or other catastrophic events affecting these areas, such as earthquakes, fires, droughts, local strikes, terrorist attacks, increases in energy prices, explosions, or other natural or man-made disasters. The incidence and severity of catastrophes are inherently unpredictable and Del Taco’s losses from catastrophes could be substantial.

The challenging economic environment may affect Del Taco’s franchisees, with adverse consequences to Del Taco.

Del Taco relies in part on its franchisees and the manner in which they operate their locations to develop and promote Del Taco’s business. As of March 24, 2015 and December 30, 2014, Del Taco’s top 12 franchisees

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operated over 49% of its franchised restaurants and 20 franchisees (the “Significant Franchisees”) operated approximately 64% of Del Taco’s franchised restaurants. Due to the continuing challenging economic environment it is possible that some franchisees could file for bankruptcy or become delinquent in their payments to Del Taco, which could have significant adverse impacts on Del Taco’s business due to loss or delay in payments of royalties, information technology (“IT”) support service fees, contributions to Del Taco’s advertising funds, and other fees. Del Taco’s top 12 franchisees accounted for approximately 52.1% and 52.7% of Del Taco total franchise revenue for the twelve weeks ended March 24, 2015 and for the year ended December 30, 2014, respectively, and the Significant Franchisees accounted for approximately 67.3% of total franchise revenue for both the twelve weeks ended March 24, 2015 and for the year ended December 30, 2014. Bankruptcies by Del Taco’s franchisees could prevent Del Taco from terminating their franchise agreements so that Del Taco can offer their territories to other franchisees, negatively impact Del Taco’s market share and operating results as Del Taco may have fewer well-performing restaurants, and adversely impact its ability to attract new franchisees.

As of March 24, 2015, Del Taco has executed development agreements that represent commitments to open 173 franchised restaurants at various dates through 2023. Although Del Taco has developed criteria to evaluate and screen prospective developers and franchisees, it cannot be certain that the developers and franchisees it selects will have the business acumen or financial resources necessary to open and operate successful franchises in their franchise areas, and state franchise laws may limit Del Taco’s ability to terminate or modify these franchise arrangements. Moreover, franchisees may not successfully operate restaurants in a manner consistent with Del Taco’s standards and requirements, or may not hire and train qualified managers and other restaurant personnel. The failure of developers and franchisees to open and operate franchises successfully could have a material adverse effect on Del Taco, its reputation, its brand and its ability to attract prospective franchisees and could materially adversely affect Del Taco’s business, financial condition, results of operations and cash flows.

Franchisees may not have access to the financial or management resources that they need to open the restaurants contemplated by their agreements with Del Taco, or be able to find suitable sites on which to develop them. Franchisees may not be able to negotiate acceptable lease or purchase terms for restaurant sites, obtain the necessary permits and government approvals or meet construction schedules. Any of these problems could slow Del Taco’s growth and reduce its franchise revenue. Additionally, Del Taco’s franchisees typically depend on financing from banks and other financial institutions, which may not always be available to them, in order to construct and open new restaurants. For these reasons, franchisees operating under development agreements may not be able to meet the new restaurant opening dates required under those agreements. Also, Del Taco subleases certain restaurants to certain existing franchisees. If any such franchisees cannot meet their financial obligations under their subleases, or otherwise fail to honor or default under the terms of their subleases, Del Taco would be financially obligated under a master lease and could be materially adversely affected.

Del Taco has limited control with respect to the operations of its franchisees, which could have a negative impact on Del Taco’s business.

Franchisees are independent business operators and are not Del Taco’s employees and Del Taco does not exercise control over the day-to-day operations of their restaurants. Del Taco provides training and support to franchisees, and sets and monitors operational standards, but the quality of franchised restaurants may be diminished by any number of factors beyond Del Taco’s control. Consequently, franchisees may not successfully operate restaurants in a manner consistent with Del Taco’s standards and requirements, or may not hire and train qualified managers and other restaurant personnel. If franchisees do not operate to Del Taco’s expectations, Del Taco’s image and reputation, and the image and reputation of other franchisees, may suffer materially and system-wide sales could decline significantly.

Franchisees, as independent business operators, may from time to time disagree with Del Taco and its strategies regarding the business or its interpretation of Del Taco’s respective rights and obligations under the franchise agreement. This may lead to disputes with Del Taco’s franchisees and Del Taco expects such disputes to occur

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from time to time in the future as it continues to offer franchises. To the extent Del Taco has such disputes, the attention, time and financial resources of its management and its franchisees will be diverted from Del Taco’s restaurants, which could have a material adverse effect on Del Taco’s business, financial condition, results of operations and cash flows.

New information or attitudes regarding diet and health could result in changes in regulations and consumer consumption habits, which could have an adverse effect on Del Taco’s business, financial condition and results of operations.

Regulations and consumer eating habits may change as a result of new information or attitudes regarding diet and health. Such changes may include responses to scientific studies on the health effects of particular food items or federal, state and local regulations that impact the ingredients and nutritional content of the food and beverages Del Taco offers. The success of Del Taco’s restaurant operations is dependent, in part, upon Del Taco’s ability to effectively respond to changes in any consumer attitudes or health regulations and Del Taco’s ability to adapt its menu offerings to trends in food consumption, especially fast-moving trends. If consumer health regulations or consumer eating habits change significantly, Del Taco may choose or be required to modify or delete certain menu items, which may adversely affect the attractiveness of its restaurants to new or returning customers. While Del Taco generally finds that changes in consumer eating habits occur slowly, providing it with sufficient time to adapt its restaurant concept accordingly, changes in consumer eating habits can occur rapidly, often in response to published research or study information, which puts additional pressure on Del Taco to adapt quickly. To the extent Del Taco is unwilling or unable to respond with appropriate changes to its menu offerings in an efficient manner, it could materially affect consumer demand and have an adverse impact on Del Taco’s business, financial condition and results of operations.

Government regulation and consumer eating habits may impact Del Taco’s business as a result of changes in attitudes regarding diet and health or new information regarding the adverse health effects of consuming certain menu offerings. These changes have resulted in, and may continue to result in, laws and regulations requiring Del Taco to disclose the nutritional content of its food offerings, and they have resulted, and may continue to result in, laws and regulations affecting permissible ingredients and menu offerings. A number of counties, cities and states, including California, have enacted menu labeling laws requiring multi-unit restaurant operators to disclose to consumers certain nutritional information, or have enacted legislation restricting the use of certain types of ingredients in restaurants, which laws may be different or inconsistent with requirements under the Patient Protection and Affordable Care Act of 2010 (the “PPACA”), which establishes a uniform, federal requirement for certain restaurants to post nutritional information on their menus. Specifically, the PPACA requires chain restaurants with 20 or more locations operating under the same name and offering substantially the same menus to publish the total number of calories of standard menu items on menus and menu boards, along with a statement that puts this calorie information in the context of a total daily calorie intake.

Del Taco may not be able to effectively respond to changes in consumer health perceptions, comply with further nutrient content disclosure requirements or adapt its menu offerings to trends in eating habits, which could have a material adverse effect on its business, financial condition and results of operations.

Del Taco relies on only one company to distribute substantially all of its products to company-operated and franchised restaurants. Failure to receive timely deliveries of food or other supplies could result in a loss of revenue and materially and adversely impact Del Taco’s operations.

Del Taco and its franchisees’ ability to maintain consistent quality menu items and prices significantly depends upon Del Taco’s ability to acquire fresh food products from reliable sources in accordance with Del Taco’s specifications on a timely basis. Shortages or interruptions in the supply of fresh food products caused by unanticipated demand, problems in production or distribution, contamination of food products, an outbreak of diseases impacting various proteins, inclement weather or other conditions could materially adversely affect the availability, quality and cost of ingredients, which would adversely affect Del Taco’s business, financial

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condition, results of operations and cash flows. Del Taco does not control the businesses of its vendors, suppliers and distributors and its efforts to specify and monitor the standards under which they perform may not be successful.

Del Taco has contracts with a limited number of suppliers for the food and supplies for its restaurants. In addition, one company distributes substantially all of the products Del Taco receives from suppliers to company-operated and franchised restaurants. If that distributor or any supplier fails to perform as anticipated or seeks to terminate agreements with Del Taco, or if there is any disruption in any of Del Taco’s supply or distribution relationships for any reason, Del Taco’s business, financial condition, results of operations and cash flows could be materially adversely affected. If Del Taco or its franchisees temporarily close a restaurant or remove popular items from a restaurant’s menu, that restaurant may experience a significant reduction in revenue during the time affected by the shortage and thereafter if Del Taco customers change their dining habits as a result.

Additionally, any changes Del Taco may make to the services it obtains from its vendors, or new vendors it employs, may disrupt its operations. These disruptions could have a material adverse effect on Del Taco’s business, financial condition and results of operations.

Failure to maintain Del Taco’s corporate culture and changes in consumer recognition of Del Taco’s brand as Del Taco grows could have a material adverse effect on its business, financial condition and results of operations.

Del Taco believes that a critical component to its success has been its corporate culture. Del Taco has invested substantial time and resources in building its team. As it continues to grow, Del Taco may find it difficult to maintain the innovation, teamwork, passion and focus on execution that it believes are important aspects of its corporate culture. Any failure to preserve its culture could negatively affect Del Taco’s future success, including its ability to retain and recruit personnel and to effectively focus on and pursue its corporate objectives. If Del Taco cannot maintain its corporate culture as it grows, it could have a material adverse effect on Del Taco’s business, financial condition and results of operations.

In addition, Del Taco’s future results depend on various factors, including local market acceptance of its restaurants and consumer recognition of the quality of its food and operations. Del Taco’s failure to receive and sustain such local market acceptance and consumer recognition could have a material adverse effect on Del Taco’s business, financial condition and results of operations.

The effect of changes to healthcare laws in the United States may increase the number of employees who choose to participate in Del Taco’s healthcare plans, which may significantly increase Del Taco’s healthcare costs and negatively impact its financial results.

In 2010, the PPACA was signed into law in the United States to require health care coverage for many uninsured individuals and expand coverage to those already insured. The PPACA requires Del Taco to offer healthcare benefits to all full-time employees (including full-time hourly employees) that meet certain minimum requirements of coverage and affordability, or face penalties. Del Taco began to offer such benefits on January 1, 2015 to all eligible employees, and may incur substantial additional expense due to organizing and maintaining the plan which it anticipates will be more expensive on a per person basis and for an increased number of employees who it anticipates at other times may elect to obtain coverage through a healthcare plan Del Taco subsidizes in part. If Del Taco fails to offer such benefits, or the benefits it elects to offer do not meet the applicable requirements, it may incur penalties. Since the PPACA also requires individuals to obtain coverage or face individual penalties, employees who are currently eligible but elect not to participate in Del Taco’s healthcare plans may find it more advantageous to do so when such individual penalties increase in size. It is also possible that by making changes or failing to make changes in the healthcare plans offered by Del Taco, Del Taco will become less competitive in the market for its labor. Finally, implementing the requirements of the PPACA is likely to impose additional administrative costs. The costs and other effects of these new healthcare

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requirements cannot be determined with certainty, but they may significantly increase Del Taco’s healthcare coverage costs and could have a material adverse effect on Del Taco’s business, financial condition and results of operations.

Del Taco depends on its senior management team and other key employees, and the loss of one or more key personnel or an inability to attract, hire, integrate and retain highly skilled personnel could have an adverse effect on its business, financial condition and results of operations.

Del Taco’s success depends largely upon the continued services of its key executives. Del Taco also relies on its leadership team in setting its strategic direction, operating its business, identifying, recruiting and training key personnel, identifying expansion opportunities, arranging necessary financing and general and administrative functions. From time to time, there may be changes in Del Taco’s executive management team resulting from the hiring or departure of executives, which could disrupt Del Taco’s business. The loss of one or more of Del Taco’s executive officers or other key employees could have a serious adverse effect on Del Taco’s business. The replacement of one or more of Del Taco’s executive officers or other key employees would involve significant time and expense and may significantly delay or prevent the achievement of Del Taco’s business objectives.

To continue to execute Del Taco’s growth strategy, Del Taco also must identify, hire and retain highly skilled personnel. Del Taco might not be successful in maintaining its corporate culture and continuing to attract and retain qualified personnel. Failure to identify, hire and retain necessary key personnel could have a material adverse effect on Del Taco’s business, financial condition and results of operations.

If Del Taco or its franchisees face labor shortages, unionization activities, labor disputes or increased labor costs, it could negatively impact Del Taco’s growth and could have a material adverse effect on Del Taco’s business, financial condition and results of operations.

Labor is a primary component in the cost of operating Del Taco’s company-owned and franchised restaurants. If Del Taco faces labor shortages or increased labor costs because of increased competition for employees, higher employee turnover rates, increases in the federal, state or local minimum wage or other employee benefits costs (including costs associated with health insurance coverage), its operating expenses could increase and its growth could be negatively impacted. In addition, Del Taco’s success depends in part upon its ability to attract, motivate and retain a sufficient number of well-qualified restaurant operators and management personnel, as well as a sufficient number of other qualified employees, including customer service and kitchen staff, to keep pace with Del Taco’s expansion schedule. In addition, restaurants have traditionally experienced relatively high employee turnover rates. Del Taco’s inability to recruit or retain qualified employees, due to competition or lack of qualified applicants, may delay planned openings of new restaurants, result in higher labor costs or result in higher employee turnover in existing restaurants, which could have a material adverse effect on its business, financial condition and results of operations.

Although none of Del Taco’s employees are currently covered under collective bargaining agreements, if a significant number of Del Taco’s employees were to become unionized and collective bargaining agreement terms were significantly different from Del Taco’s current compensation arrangements, it could adversely affect Del Taco’s business, financial condition and results of operations. In addition, a labor dispute involving some or all of Del Taco’s employees may harm Del Taco’s reputation, disrupt its operations and reduce its revenue, and resolution of disputes may increase its costs.

The minimum wage, particularly in California, continues to increase and is subject to factors outside of Del Taco’s control.

Del Taco has a substantial number of hourly employees who are paid wage rates based on the applicable federal, state or local minimum wage, and increases in the minimum wage may increase Del Taco’s labor costs. Since

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July 1, 2014, the State of California (where most of Del Taco’s restaurants are located) has had a minimum wage of $9.00 per hour, and it is scheduled to rise to $10.00 per hour on January 1, 2016. Moreover, municipalities may set minimum wages above the applicable state standards. The federal minimum wage has been $7.25 per hour since July 24, 2009. Either federally-mandated or state-mandated minimum wages may be raised in the future. Del Taco may be unable to increase its menu prices in order to pass future increased labor costs on to its customers, in which case its margins would be negatively affected, which could have a material adverse effect on its business, financial condition and results of operations. And if menu prices are increased by Del Taco to cover increased labor costs, the higher prices could adversely affect sales and thereby reduce its margins.

Del Taco’s insurance programs, including high deductible self-insurance programs, may expose Del Taco to significant and unexpected costs and losses.

Given the nature of Del Taco’s operating environment, Del Taco is subject to workers’ compensation and general liability claims. To mitigate a portion of these risks, Del Taco maintains insurance for individual claims in excess of deductibles per claim. Del Taco currently records a liability for its estimated cost of claims incurred and unpaid as of each balance sheet date. Del Taco’s estimated liability is recorded on an undiscounted basis and includes a number of significant assumptions and factors, including historical trends, expected costs per claim, actuarial assumptions and current economic conditions. Del Taco’s history of claims activity for all lines of coverage is closely monitored and liabilities are adjusted as warranted based on changing circumstances. It is possible, however, that Del Taco’s actual liabilities may exceed its estimates of loss. Del Taco may also experience an unexpectedly large number of claims that result in costs or liabilities in excess of its projections and therefore it may be required to record additional expenses. For these and other reasons, Del Taco’s self-insurance reserves could prove to be inadequate, resulting in liabilities in excess of its available insurance and self-insurance. If a successful claim is made against Del Taco and is not covered by its insurance or exceeds its policy limits, Del Taco’s business may be negatively and materially impacted.

Changes in employment laws may adversely affect Del Taco’s business.

Various federal and state labor laws govern the relationship with Del Taco’s employees and impact operating costs. These laws include employee classification as exempt or non-exempt for overtime and other purposes, minimum wage requirements, unemployment tax rates, workers’ compensation rates, immigration status and other wage and benefit requirements. Significant additional government-imposed increases in the following areas could have a material adverse effect on Del Taco’s business, financial condition and results of operations:

In addition, various states in which Del Taco operates are considering or have already adopted new immigration laws or enforcement programs, and the U.S. Congress and Department of Homeland Security from time to time consider and may implement changes to federal immigration laws, regulations or enforcement programs as well. Some of these changes may increase Del Taco’s obligations for compliance and oversight, which could subject Del Taco to additional costs and make its hiring process more cumbersome, or reduce the availability of potential employees. Although Del Taco requires all workers to provide it with government-specified documentation evidencing their employment eligibility, some of its employees may, without Del Taco’s knowledge, be unauthorized workers. Del Taco currently participates in the “E-Verify” program, an Internet-based, free program run by the United States government to verify employment eligibility, in states in which participation is required. However, use of the “E-Verify” program does not guarantee that Del Taco will properly identify all applicants who are ineligible for employment. Unauthorized workers are subject to deportation and may subject

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Del Taco to fines or penalties, and if any of Del Taco’s workers are found to be unauthorized it could experience adverse publicity that negatively impacts its brand and may make it more difficult to hire and keep qualified employees. Termination of a significant number of employees who were unauthorized employees may disrupt Del Taco’s operations, cause temporary increases in its labor costs as it trains new employees and result in additional adverse publicity. Del Taco could also become subject to fines, penalties and other costs related to claims that it did not fully comply with all recordkeeping obligations of federal and state immigration compliance laws. These factors could have a material adverse effect on Del Taco’s business, financial condition and results of operations.

Del Taco might require additional capital to support business growth, and this capital might not be available.

Del Taco intends to continue to make investments to support its business growth and might require additional funds to respond to business challenges or opportunities, including the need to open additional restaurants, develop new products and menu items or enhance its products and menu items, and enhance its operating infrastructure. Accordingly, Del Taco might need to engage in equity or debt financings to secure additional funds. If Del Taco raises additional funds through issuance of equity securities, its existing stockholders could suffer significant dilution, and any new equity securities Del Taco issues could have rights, preferences and privileges superior to those of holders of Del Taco common stock. Any debt financing secured by Del Taco in the future could involve restrictive covenants relating to its capital-raising activities and other financial and operational matters, which might make it more difficult for Del Taco to obtain additional capital and to pursue business opportunities, including potential acquisitions. Moreover, if Del Taco issues new debt securities, the debt holders would have rights senior to common stockholders to make claims on Del Taco’s assets. In addition, Del Taco might not be able to obtain additional financing on terms favorable to it, if at all. If Del Taco is unable to obtain adequate financing or financing on terms satisfactory to it when it requires, its ability to continue to support its business growth and to respond to business challenges could be significantly limited.

The failure to comply with its debt covenants or the volatile credit and capital markets could have a material adverse effect on Del Taco’s financial condition.

Del Taco’s ability to manage its debt is dependent on its level of positive cash flow from company-operated and franchised restaurants, net of costs. The recent economic downturn negatively impacted Del Taco’s cash flows. Credit and capital markets can be volatile, which could make it more difficult for Del Taco to refinance its existing debt or to obtain additional debt financings in the future. Such constraints could increase Del Taco’s costs of borrowing and could restrict its access to other potential sources of future liquidity. Del Taco’s failure to comply with the debt covenants in its senior secured credit facilities or to have sufficient liquidity to make interest and other payments required by its debt could result in a default of such debt and acceleration of its borrowings which would have a material adverse effect on its business and financial condition.

Del Taco’s substantial level of indebtedness could materially and adversely affect its business, financial condition and results of operations.

Although Del Taco recently recapitalized and reduced its total debt service obligations from their level at December 30, 2014, Del Taco continues to have substantial indebtedness. At March 24, 2015, Del Taco had total debt obligations of $254.6 million (excluding any debt discount and including capital lease obligations and deemed landlord financing liabilities), and $12.4 million available for borrowings under its revolving credit facility. Del Taco’s substantial level of indebtedness could have significant effects on its business, such as:

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Del Taco may not be able to generate sufficient cash flow from its operations to repay its indebtedness when it becomes due and to meet its other cash needs. If Del Taco is not able to pay its debts as they become due, it will be required to pursue one or more alternative strategies, such as selling assets, refinancing or restructuring its indebtedness or selling additional debt or equity securities. Del Taco may not be able to refinance its debt or sell additional debt or equity securities or its assets on favorable terms, if at all, and if Del Taco must sell its assets, it may negatively affect its ability to generate revenue.

Del Taco’s senior secured credit facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, its ability to (i) incur additional indebtedness, (ii) issue preferred stock, (iii) create liens on assets, (iv) engage in mergers or consolidations, (v) sell assets, (vi) make investments, loans, or advances, (vii) make certain acquisitions, (viii) engage in certain transactions with affiliates, (ix) authorize or pay dividends, and (ix) change its lines of business or fiscal year. In addition, Del Taco’s senior secured credit facilities require it not to exceed a maximum total leverage ratio. Del Taco’s ability to borrow under its revolving credit facility depends on its compliance with this test. Events beyond its control, including changes in general economic and business conditions, may affect Del Taco’s ability to meet this test. Del Taco cannot assure you that it will meet this test in the future, or that the lenders will waive any failure to meet this test.

Del Taco is subject to all of the risks associated with leasing space subject to long-term non-cancelable leases.

Del Taco only owns real property underlying one company operated restaurant. Payments under its operating leases account for a significant portion of Del Taco’s operating expenses and it expects the new restaurants it opens in the future will also be leased. Del Taco is obligated under non-cancelable leases for its restaurants and its corporate headquarters. Del Taco restaurant leases generally have a term of 20 years with up to four renewal options of five years each. Del Taco restaurant leases generally require it to pay a proportionate share of real estate taxes, insurance, common area maintenance charges and other operating costs. Additional sites that Del Taco leases are likely to be subject to similar long-term non-cancelable leases. If an existing or future restaurant is not profitable, and Del Taco decides to close it, it may nonetheless be committed to perform its obligations under the applicable lease including, among other things, paying the base rent and real estate taxes for the balance of the lease term. In addition, as each of its leases expire, Del Taco may fail to negotiate renewals, either on commercially acceptable terms or at all, which could cause Del Taco to pay increased occupancy costs or to close restaurants in desirable locations. These potential increased occupancy costs and closed restaurants could have a material adverse effect on Del Taco’s business, financial condition and results of operations.

Del Taco may not be able to adequately protect its intellectual property, which could harm the value of its brand and have a material adverse effect on its business, financial condition and results of operations.

Del Taco’s intellectual property is material to the conduct of its business. Del Taco’s ability to implement its business plan successfully depends in part on its ability to further build brand recognition using its trademarks, service marks, trade dress and other proprietary intellectual property, including its name and logos and the unique ambience of its restaurants. While it is Del Taco’s policy to protect and defend vigorously its rights to its intellectual property, Del Taco cannot predict whether steps taken by it to protect its intellectual property rights will be adequate to prevent misappropriation of these rights or the use by others of restaurant features based upon, or otherwise similar to, its restaurant concept. It may be difficult for Del Taco to prevent others from copying elements of its concept and any litigation to enforce its rights will likely be costly and may not be

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successful. Although Del Taco believes that it has sufficient rights to all of its trademarks and service marks, it may face claims of infringement that could interfere with its ability to market its restaurants and promote its brand. Any such litigation may be costly and could divert resources from its business. Moreover, if Del Taco is unable to successfully defend against such claims, it may be prevented from using its trademarks or service marks in the future and may be liable for damages, which in turn could have a material adverse effect on its business, financial condition and results of operations.

In addition, Del Taco licenses certain of its proprietary intellectual property, including its name and logos, to third parties. For example, Del Taco grants its franchisees a right to use certain of its trademarks in connection with their operation of the applicable restaurant. If a franchisee fails to maintain the quality of the restaurant operations associated with the licensed trademarks, its rights to, and the value of, its trademarks could potentially be harmed. Negative publicity relating to the franchisee or licensee could also be incorrectly associated with Del Taco, which could harm Del Taco’s business. Failure to maintain, control and protect its trademarks and other proprietary intellectual property would likely have a material adverse effect on Del Taco’s business, financial condition and results of operations and on its ability to enter into new franchise agreements.

Del Taco may incur costs resulting from breaches of security of confidential consumer information related to its electronic processing of credit and debit card transactions.

A significant amount of Del Taco restaurant sales are by credit or debit cards. Other restaurants and retailers have experienced security breaches in which credit and debit card information has been stolen. Del Taco may in the future become subject to claims for purportedly fraudulent transactions arising out of the actual or alleged theft of credit or debit card information, and it may also be subject to lawsuits or other proceedings relating to these types of incidents. In addition, most states have enacted legislation requiring notification of security breaches involving personal information, including credit and debit card information. Any such claim or proceeding could cause Del Taco to incur significant unplanned expenses, which could have a material adverse effect on its business, financial condition and results of operations. Further, adverse publicity resulting from these allegations may have a material adverse effect on Del Taco’s business and results of operations.

Del Taco relies heavily on information technology, and any material failure, weakness, interruption or breach of security could prevent it from effectively operating its business.

Del Taco relies heavily on information systems, including point-of-sale processing in its restaurants, for management of its supply chain, payment of obligations, collection of cash, credit and debit card transactions and other processes and procedures. Del Taco’s ability to efficiently and effectively manage its business depends significantly on the reliability and capacity of these systems. Del Taco’s operations depend upon its ability to protect its computer equipment and systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses and other disruptive problems. The failure of these systems to operate effectively, maintenance problems, upgrading or transitioning to new platforms, or a breach in security of these systems could result in delays in customer service and reduce efficiency in Del Taco’s operations. Remediation of such problems could result in significant, unplanned capital investments.

Del Taco’s current insurance may not provide adequate levels of coverage against claims.

Del Taco’s current insurance policies may not be adequate to protect Del Taco from liabilities that it incurs in its business. Additionally, in the future, Del Taco’s insurance premiums may increase, and Del Taco may not be able to obtain similar levels of insurance on reasonable terms, or at all. Any substantial inadequacy of, or inability to obtain, insurance coverage could have a material adverse effect on Del Taco’s business, financial condition and results of operations.

There are types of losses Del Taco may incur that cannot be insured against or that Del Taco believes are not economically reasonable to insure. Such losses could have a material adverse effect on Del Taco’s business,

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financial condition and results of operations. As a public company, Del Taco intends to enhance its existing directors’ and officers’ insurance. While it expects to obtain such coverage, Del Taco may not be able to obtain such coverage at all or at a reasonable cost now or in the future. Failure to obtain and maintain adequate directors’ and officers’ insurance would likely adversely affect Del Taco’s ability to attract and retain qualified officers and directors.

Failure to obtain and maintain required licenses and permits or to comply with food control regulations could lead to the loss of Del Taco’s food service licenses and, thereby, harm Del Taco’s business.

The restaurant industry is subject to various federal, state and local government regulations, including those relating to the sale of food. Such regulations are subject to change from time to time. The failure to obtain and maintain these licenses, permits and approvals could have a material adverse effect on Del Taco’s results of operations. Typically, licenses must be renewed annually and may be revoked, suspended or denied renewal for cause at any time if governmental authorities determine that Del Taco’s conduct violates applicable regulations. Difficulties or failure to maintain or obtain the required licenses and approvals could adversely affect Del Taco’s existing restaurants and delay or result in Del Taco’s decision to cancel the opening of new restaurants, which would have a material adverse effect on its business.

Restaurant companies have been the target of class action lawsuits and other proceedings alleging, among other things, violations of federal and state workplace and employment laws. Proceedings of this nature are costly, divert management attention and, if successful, could result in Del Taco’s payment of substantial damages or settlement costs.

Del Taco’s business is subject to the risk of litigation by employees, consumers, suppliers, stockholders or others through private actions, class actions, administrative proceedings, regulatory actions or other litigation. The outcome of litigation, particularly class action and regulatory actions, is difficult to assess or quantify. In recent years, restaurant companies, including Del Taco, have been subject to lawsuits, including class action lawsuits, alleging violations of federal and state laws regarding workplace and employment conditions, discrimination and similar matters. A number of these lawsuits have resulted in the payment of substantial damages by the defendants. Similar lawsuits have been instituted from time to time alleging violations of various federal and state wage and hour laws regarding, among other things, employee meal breaks, rest periods, overtime eligibility of managers and failure to pay for all hours worked. In the past Del Taco has been a party to wage and hour class action lawsuits, and Del Taco presently faces two putative class actions pending in California state court.

In addition, from time to time, Del Taco’s customers file complaints or lawsuits against Del Taco alleging that it is responsible for some illness or injury they suffered at or after a visit to one of its restaurants, including actions seeking damages resulting from food-borne illness or accidents in its restaurants. Del Taco is also subject to a variety of other claims from third parties arising in the ordinary course of its business, including contract claims. The restaurant industry has also been subject to a growing number of claims that the menus and actions of restaurant chains have led to the obesity of certain of their customers. Del Taco may also be subject to lawsuits from its employees, the U.S. Equal Employment Opportunity Commission or others alleging violations of federal and state laws regarding workplace and employment conditions, discrimination and similar matters.

Regardless of whether any claims against Del Taco are valid or whether Del Taco is liable, claims may be expensive to defend and may divert time and money away from its operations. In addition, they may generate negative publicity, which could reduce customer traffic and sales. Although Del Taco maintains what it believes to be adequate levels of insurance, insurance may not be available at all or in sufficient amounts to cover any liabilities with respect to these or other matters. A judgment or other liability in excess of Del Taco’s insurance coverage for any claims or any adverse publicity resulting from claims could adversely affect its business and results of operations.

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Del Taco has a history of net losses and may incur losses in the future.

Del Taco has incurred net losses in each of the last three fiscal years principally driven by its level of indebtedness, non-cash impairment of long-lived asset charges and transaction-related costs during 2014 and debt modification costs during 2014 and 2013. Del Taco may incur net losses in the future if its level of indebtedness and associated interest expense increases, if it incurs impairment of long-lived asset charges, transaction-related costs or debt modification costs or other non-operational charges or if its operational performance deteriorates. Accordingly, Del Taco cannot assure you that it will achieve or sustain profitability.

Changes to accounting rules or regulations may adversely affect the reporting of Del Taco’s results of operations.

Changes to existing accounting rules or regulations may impact the reporting of Del Taco’s future results of operations or cause the perception that Del Taco is more highly leveraged. Other new accounting rules or regulations and varying interpretations of existing accounting rules or regulations have occurred and may occur in the future. For instance, accounting regulatory authorities have indicated that they may begin to require lessees to capitalize operating leases in their financial statements in the next few years. If adopted, such change would require Del Taco to record significant lease obligations on its balance sheet and make other changes to its financial statements. This and other future changes to accounting rules or regulations could have a material adverse effect on the reporting of Del Taco’s business, financial condition and results of operations.

Changes to estimates related to Del Taco’s property, fixtures and equipment or operating results that are lower than Del Taco’s current estimates at certain restaurant locations may cause Del Taco to incur impairment charges on certain long-lived assets, which may adversely affect its results of operations.

In accordance with accounting guidance as it relates to the impairment of long-lived assets, Del Taco makes certain estimates and projections with regard to individual restaurant operations, as well as its overall performance, in connection with its impairment analyses for long-lived assets. When impairment triggers are deemed to exist for any location, the estimated undiscounted future cash flows are compared to its value. If the value exceeds the undiscounted cash flows, an impairment charge equal to the difference between the value and the fair value is recorded. The projections of future cash flows used in these analyses require the use of judgment and a number of estimates and projections of future operating results. If actual results differ from Del Taco’s estimates, additional charges for asset impairments may be required in the future. If future impairment charges are significant, this could have a material adverse effect on Del Taco’s results of operations.

Risks Related to LAC and the Business Combination

References in this “Risks Related to LAC and the Business Combination” section to “LAC,” the “Company,” “we,” “us” and “our” shall refer to Levy Acquisition Corp.

Subsequent to the consummation of the Business Combination, we may be required to take writedowns or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although we have conducted due diligence on Del Taco, we cannot assure you that this diligence revealed all material issues that may be present in Del Taco’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of our and Del Taco’s control will not later arise. As a result, we may be forced to later write down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate

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impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about the Company or its securities. In addition, charges of this nature may cause us to be unable to obtain future financing on favorable terms or at all.

There can be no assurance that our common stock will be approved for listing on NASDAQ following the closing, or if approved, that we will be able to comply with the continued listing standards of NASDAQ.

Our common stock, units and warrants are currently listed on NASDAQ. Our continued eligibility for listing may depend on the number of our shares that are redeemed. If, after the Business Combination, NASDAQ delists our common stock from trading on its exchange for failure to meet the listing standards, we and our stockholders could face significant material adverse consequences including:

LAC may apply the net proceeds released from the trust account together with the proceeds from the issuance of LAC common stock pursuant to the Step 2 Co-Investment in a manner that does not increase the value of your investment.

If the Business Combination is consummated, the funds held in the trust account will be released to pay (i) unpaid franchise and income taxes of the Company, (ii) LAC stockholders who properly exercise their redemption rights, (iii) up to $25.0 million with fees, costs and expenses (including $5.25 million in deferred underwriting compensation to the underwriters of our initial public offering, regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by the Company, the Levy Parties or Del Taco in connection with the transactions contemplated by the Business Combination, and (iv) a portion of the cash consideration pursuant to the Merger Agreement. The deferred underwriting commissions will not change as a result of the amount of redemptions of LAC shares. The per share amount that we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commission we will pay to the underwriters. We believe that the payment of the deferred underwriting commission will not cause the remaining stockholders to experience dilution because the terms of the Merger Agreement take into account the payment of the transaction expense as a fixed cost regardless of the amount of redemptions of LAC common stock and therefore the payment will not increase the LAC common stock issued in the Merger. The deferred underwriting commission will not be paid in the event that the Business Combination is not completed.

Other than these uses, we do not have specific plans for any funds remaining from the cash proceeds from the issuance of LAC common stock pursuant to the Step 2 Co-Investment and the trust account and will have broad discretion regarding how we use the funds that remain. These funds could be used in a manner with which you may not agree or applied in ways that do not improve the Company’s results of operations or increase the value of your investment.

If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of our securities may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of the Company’s securities prior to the closing of the Business Combination may decline. The market values of our securities at the time of the Business Combination may vary significantly from their prices on the date the Merger Agreement was executed, the date of this proxy statement, or the date on which our

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stockholders vote on the Business Combination. Because the share exchange ratio in the Merger Agreement will not be adjusted to reflect any changes in the market price of our common stock, the market value of the Company common stock issued in the Business Combination may be higher or lower than the values of these shares on earlier dates.

In addition, following the Business Combination, fluctuations in the price of our securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for Del Taco’s common stock. Accordingly, the valuation ascribed to Del Taco and our common stock in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for our securities develops and continues, the trading price of our securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

Factors affecting the trading price of the Company’s securities may include:

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general, and NASDAQ in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to the Company could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

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Warrants will become exercisable for our common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

If the Business Combination is completed, outstanding warrants to purchase an aggregate of 12,250,000 shares of our common stock will become exercisable in accordance with the terms of the warrant agreement governing those securities. These warrants will become exercisable 30 days after the completion of the Business Combination. The exercise price of these warrants will be $11.50 per share, or $140.9 million in the aggregate for all shares underlying these warrants, assuming none of the warrants are exercised through “cashless” exercise. In addition, LAC may issue additional Private Placement Warrants to the Sponsor to satisfy outstanding working capital loans owed to the Sponsor by LAC, currently in the amount of $239,623. The Sponsor has the right to elect to receive cash or warrants (valued at $1 per warrant) to satisfy such loans up to a maximum of one million warrants. To the extent such warrants are exercised, additional shares of our common stock will be issued, which will result in dilution to the holders of common stock of the Company and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of our common stock.

If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about the Company, its business, or its market, or if they change their recommendations regarding our common stock adversely, the price and trading volume of our common stock could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. Securities and industry analysts do not currently, and may never, publish research on the Company. If no securities or industry analysts commence coverage of the Company, our stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover the Company change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, the price of our common stock would likely decline. If any analyst who may cover the Company were to cease coverage of the Company or fail to regularly publish reports on it, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

Anti-takeover provisions contained in our certificate of incorporation and bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

The Company’s certificate of incorporation and bylaws contain provisions that could have the effect of delaying or preventing changes in control or changes in our management without the consent of our board of directors. These provisions include:

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These provisions, alone or together, could delay hostile takeovers and changes in control of the Company or changes in our management.

As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the DGCL, which prevents some stockholders holding more than 15% of our outstanding common stock from engaging in certain business combinations without approval of the holders of substantially all of LAC’s outstanding common stock. Any provision of our certificate of incorporation or bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our common stock.

If we are unable to effect a business combination by November 19, 2015, we will be forced to liquidate and the warrants will expire worthless.

If we do not complete a business combination by November 19, 2015, our amended and restated certificate of incorporation provides that we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the trust account, including interest but net of franchise and income taxes payable (less $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemptions, subject to the approval of the remaining stockholders and the board of directors in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. In the event of liquidation, there will be no distribution with respect to the company’s outstanding warrants. Accordingly, the warrants will expire worthless.

For illustrative purposes, based on funds in the trust account of $150.0 million on March 31, 2015, the estimated per share redemption price would have been approximately $10.00.

If we are forced to liquidate, our stockholders may be held liable for claims by third parties against the Company to the extent of distributions received by them.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of the trust account distributed to our public stockholders upon the redemption of 100% of our public shares in the event we do not consummate an initial business combination by November 19, 2015 may be considered a liquidation distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made

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to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata 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 the dissolution. However, we intend to redeem our public shares as soon as reasonably possible following November 19, 2015 in the event we do not consummate an initial business combination and, therefore, we do not intend to comply with those procedures.

Because we will not be complying with Section 280, Section 281(b) of the DGCL requires the Company to adopt a plan, based on facts known to us at such time that will provide for the payment of all existing and pending claims or claims that may be potentially brought against the Company within the 10 years following dissolution. However, because we are a blank check company, rather than an operating company, and our operations have been limited to searching for prospective target businesses, the only likely claims to arise would be from vendors (such as lawyers, investment bankers, and consultants) or prospective target businesses. If the Company’s plan of distribution complies with Section 281(b) of the DGCL, any liability of our stockholders with respect to a liquidating distribution is limited to the lesser 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 be barred after the third anniversary of the dissolution. There can be no assurance that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of the trust account distributed to our public stockholders upon the redemption of 100% of our public shares in the event we do not consummate an initial business combination within the required timeframe is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distribution.

If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. Furthermore, because we intend to distribute the proceeds held in the trust account to our public stockholders promptly after November 19, 2015 in the event we do not consummate an initial business combination, this may be viewed or interpreted as giving preference to our stockholders over any potential creditors with respect to access to or distributions from the Company’s assets. Furthermore, our board of directors may be viewed as having breached its fiduciary duties to the Company’s creditors and/or may have acted in bad faith, thereby exposing itself and the Company to claims of punitive damages, by paying our stockholders from the trust account prior to addressing the claims of creditors. There can be no assurance that claims will not be brought against the Company for these reasons.

Unlike some other blank check companies, the Company does not have a specified maximum redemption threshold. The absence of such a redemption threshold will make it easier for us to consummate the Business Combination even if a substantial number of our stockholders redeem.

Since the Company has no specified maximum redemption threshold, our structure is different in this respect from the structure that has been used by some blank check companies. Previously, blank check companies would not be able to consummate a business combination if the holders of the company’s public shares elected to redeem or convert more than a specified percentage of the shares sold in such company’s initial public offering, which percentage threshold is typically between 19.99% and 39.99%.

As a result, we may be able to consummate the Business Combination even though a substantial number of our public stockholders have redeemed their shares. In no event, however, will we redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001. Each redemption of public shares by our public stockholders above approximately 6.5 million shares (assuming $25 million of transaction expenses) will increase the number of additional shares of LAC Common Stock we would need to issue as a result of the

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reduced amount of cash available. Because each additional share of LAC Common Stock issued as part of the Merger Consideration will reduce the cash Merger Consideration by no more than $10, LAC does not believe that the increase in the redemption amount will have a dilutive effective on the common stock of the Company following the Business Combination.

Activities taken by affiliates of the Company to purchase, directly or indirectly, public shares will increase the likelihood of approval of the Business Combination Proposal and other proposals and may affect the market price of the Company’s securities during the buyback period.

Our Sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions either prior to or following the consummation of the Business Combination. None of our Sponsor, directors, officers, advisors or their affiliates will make any such purchases when such parties are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Although none of our Sponsor, directors, officers, advisors or their affiliates currently anticipate paying any premium purchase price for such public shares, in the event such parties do, the payment of a premium may not be in the best interest of those stockholders not receiving any such additional consideration. There is no limit on the number of shares that could be acquired by our Sponsor, directors, officers, advisors or their affiliates, or the price such parties may pay.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal and other proposals and would likely increase the chances that such proposals would be approved. In addition, if the market does not view the Business Combination positively, purchases of public shares may have the effect of counteracting the market’s view, which would otherwise be reflected in a decline in the market price of our securities. In addition, the termination of the support provided by these purchases may materially adversely affect the market price of our securities.

As of the date of this proxy statement, no agreements with respect to the private purchase of public shares by the Company or the persons described above have been entered into with any such investor or holder. We will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or other proposals.

Our Initial Stockholders, including the Sponsor, have agreed to vote in favor of the Business Combination, regardless of how our public stockholders vote.

Unlike blank check companies in which the founders agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, our Initial Stockholders, including the Sponsor, have agreed to vote any shares of common stock owned by them in favor of our initial business combination. As of the date hereof, our Initial Stockholders own shares equal to 20.8% of our issued and outstanding shares of common stock. Accordingly, it is more likely that the necessary stockholder approval will be received for the Business Combination than would be the case if our Initial Stockholders agreed to vote any shares of common stock owned by them in accordance with the majority of the votes cast by our public stockholders.

Our stockholders will experience immediate dilution of their ownership interests as a consequence of the issuance of common stock as consideration in the Business Combination. Having a minority share position may reduce the influence that our current stockholders have on the management of the Company.

We expect to issue 16,553,540 shares of common stock of the Company at the closing to Del Taco’s equity holders, subject to adjustment as described herein, and 3,500,000 shares of common stock to the Step 2 Co-Investors immediately following the closing. As a result, our public stockholders will hold 14,850,000 shares

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or approximately 38.3% of the post-merger company and the Levy Family and its affiliates will hold approximately 9.3% of the post-merger company. These percentages assume no LAC shares are redeemed and the assumed transaction expenses are as set forth in the unaudited pro forma condensed combined financial statements. If the actual facts are different than these assumptions, the percentage ownership retained by LAC’s existing stockholders will be different. This percentage also does not take into account (i) the 150,000 restricted, time-vesting shares of LAC common stock that will be awarded to employees of Del Taco in connection with the Business Combination, (ii) 12,250,000 warrants to purchase LAC’s common stock that will remain outstanding following the Business Combination, and (iii) any Private Placement Warrants that LAC may issue to the Sponsor to repay working capital loans owed by LAC to the Sponsor (currently in the amount of $239,623). If our stockholders experience dilution, a further minority share position may reduce the influence that LAC’s current stockholders have on its management. See “Summary—LAC Shares to be Issued in the Business Combination” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information. Consequently, the ability of our current stockholders following the Business Combination to influence management of the Company through the election of directors will be substantially reduced.

If our stockholders fail to comply with the redemption requirements specified in this proxy statement, they will not be entitled to redeem their shares of our common stock for a pro rata portion of the trust account.

Holders of public shares are not required to affirmatively vote against the Business Combination Proposal in order to exercise their rights to redeem their shares for a pro rata portion of the trust account. In order to exercise their redemption rights, they are required to submit a request in writing and deliver their stock (either physically or electronically) to our transfer agent at least two business days prior to the special meeting of the Stockholders. Stockholders electing to redeem their shares will receive their pro rata portion of the trust account less franchise and income taxes payable, calculated as of two business days prior to the anticipated consummation of the Business Combination. See the section entitled “Special Meeting in Lieu of 2015 Annual Meeting of LAC Stockholders” for additional information on how to exercise your redemption rights.

Public stockholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group,” will be restricted from seeking redemption rights with respect to more than 15% of the public shares.

A public stockholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group,” will be restricted from seeking redemption rights with respect to more than 15% of the public shares. Accordingly, if you hold more than 15% of the public shares and the Business Combination Proposal is approved, you will not be able to seek redemption rights with respect to the full amount of your shares and may be forced to hold the shares in excess of 15% or sell them in the open market. We cannot assure you that the value of such excess shares will appreciate over time following the Business Combination or that the market price of our common stock will exceed the per-share redemption price.

Directors of the Company have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement.

When considering our board of directors’ recommendation that our stockholders vote in favor of the approval of the Business Combination Proposal, our stockholders should be aware that directors and executive officers of the Company have interests in the Business Combination that may be different from, or in addition to, the interests of our stockholders. These interests include:

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Further, each of our directors holds Founder Shares that are not subject to redemption and Founder Warrants that would retire worthless if a Business Combination is not consummated; as a result, our directors have a financial incentive to see a Business Combination consummated rather than lose whatever value is attributable to the Founder Shares and Founder Warrants. These interests may influence our directors in making their recommendation that you vote in favor of the Business Combination Proposal, and the transactions contemplated thereby.

The exercise of discretion by our directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Merger Agreement may result in a conflict of interest when determining whether such changes to the terms of the Merger Agreement or waivers of conditions are appropriate and in the best interests of our securityholders.

In the period leading up to the closing of the Business Combination, other events may occur that, pursuant to the Merger Agreement, would require the Company to agree to amend the Merger Agreement, to consent to certain actions or to waive rights that we are entitled to under those agreements. Such events could arise because of changes in the course of Del Taco’s business, a request by Del Taco to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on Del Taco’s business and would entitle the Company to terminate the Merger Agreement. In any of such circumstances, it would be in the discretion of the Company, acting through its board of directors, to grant its consent or waive its rights, except that any material amendment to or waiver of material rights or conditions to the Merger Agreement requires the consent of the Special Committee of LAC’s board of directors. The existence of the financial and personal interests of the directors described elsewhere in this proxy statement may result in a conflict of interest on the part of one or more of the directors between what he or she may believe is best for the Company and our securityholders and what he or she may believe is best for himself or herself or his or her affiliates in determining whether or not to take the requested action. As of the date of this proxy statement, we do not believe there will be any changes or waivers that our directors and officers would be likely to make after stockholder approval of the Business Combination has been obtained. While certain changes could

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be made without further stockholder approval, if there is a change to the terms of the transaction that would have a material impact on the stockholders, we will be required to circulate a new or amended proxy statement or supplement thereto and resolicit the vote of our stockholders with respect to the Business Combination Proposal.

If we are unable to complete the Business Combination by November 19, 2015, the amended and restated certificate of incorporation provides that LAC’s corporate existence will automatically terminate and we will dissolve and liquidate. In such event, third parties may bring claims against the Company and, as a result, the proceeds held in trust could be reduced and the per share liquidation price received by stockholders could be less than $10.00 per share.