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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Lefteris Acquisition Corporation | NASDAQ:LFTR | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.0599 | 10.01 | 11.78 | 0 | 01:00:00 |
LEFTERIS ACQUISITION CORP.
|
(Exact name of registrant as specified in its charter)
|
Delaware
|
|
85-2646550
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
292 Newbury Street, Suite 293
Boston, MA 02115
|
(Address of Principal Executive Offices, including zip code)
|
(617) 510-1991
|
(Registrant’s telephone number, including area code)
|
N/A
|
(Former name, former address and former fiscal year, if changed since last report)
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which
registered
|
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant
|
|
LFTRU
|
|
The Nasdaq Stock Market LLC
|
Shares of Class A common stock included as part of the units
|
|
LFTR
|
|
The Nasdaq Stock Market LLC
|
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
|
|
LFTRW
|
|
The Nasdaq Stock Market LLC
|
☐
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☒
|
Non-accelerated filer
|
☒
|
Smaller reporting company
|
|
|
☒
|
Emerging growth company
|
|
|
Page
|
PART 1 – FINANCIAL INFORMATION
|
|
|
|
|
|
Item 1.
|
Financial Statements
|
|
|
|
|
|
1
|
|
|
|
|
|
2
|
|
|
|
|
|
3
|
|
|
|
|
|
4
|
|
|
|
|
|
5
|
|
|
|
|
Item 2.
|
18
|
|
|
|
|
Item 3.
|
20
|
|
|
|
|
Item 4.
|
20
|
|
|
|
|
PART II – OTHER INFORMATION
|
|
|
|
|
|
Item 1.
|
20
|
|
|
|
|
Item 1A.
|
20 | |
|
|
|
Item 2.
|
20
|
|
|
|
|
Item 3.
|
21
|
|
|
|
|
Item 4.
|
21
|
|
|
|
|
Item 5.
|
21
|
|
|
|
|
Item 6.
|
21
|
|
|
|
|
22
|
For The Three
Months Ended
September 30,
|
For The Nine
Months Ended
September 30,
|
For the Period
from August 20,
2020 (inception)
through
September 30,
|
||||||||||
2021
|
2021 |
2020
|
||||||||||
General and administrative expenses
|
$
|
720,322
|
$ | 2,485,553 | $ | 2,245 | ||||||
Loss from operations
|
(720,322
|
)
|
(2,485,553 | ) | (2,245 | ) | ||||||
|
||||||||||||
Other income (expense):
|
||||||||||||
Interest earned on investments held in Trust Account
|
2,665
|
38,203
|
—
|
|||||||||
Change in fair value of warrant liabilities
|
3,138,074
|
14,929,498 |
—
|
|||||||||
Total other income
|
3,140,739
|
14,967,701
|
—
|
|||||||||
Income (loss) before provision for income taxes |
|
2,420,417 |
|
12,482,148 |
|
(2,245 | ) | |||||
Benefit (provision) for income taxes |
—
|
—
|
—
|
|||||||||
Net income (loss)
|
$
|
2,420,417
|
$ | 12,482,148 | $ | (2,245 | ) | |||||
|
||||||||||||
Basic and Diluted weighted average shares outstanding of Class A common stock subject to possible redemption
|
20,709,894
|
20,709,894
|
—
|
|||||||||
Basic and diluted net income per share, Class A common stock subject to possible redemption
|
$
|
0.09
|
$ | 0.48 | $ | — | ||||||
|
||||||||||||
Basic and diluted weighted average shares outstanding of Class B non-redeemable common stock
|
5,177,473
|
5,177,473
|
5,750,000
|
|||||||||
Basic and diluted net income per share, Class B non-redeemable common stock
|
$
|
0.09
|
$ | 0.48 | $ | — |
|
Class A
Common Stock
|
Class B
Common Stock
|
Additional
Paid-in
|
Accumulated
|
Total
Stockholders’
|
|||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
|||||||||||||||||||||
Balance – January 1, 2021
|
— | $ | — |
5,177,473
|
$ | 518 |
$
|
—
|
$
|
(30,273,062
|
)
|
$
|
(30,272,544
|
)
|
||||||||||||||
|
||||||||||||||||||||||||||||
Net income
|
—
|
—
|
—
|
—
|
—
|
9,777,857
|
9,777,857
|
|||||||||||||||||||||
Balance – March 31, 2021 (unaudited,
restated)
|
— | $ | — | 5,177,473 | $ | 518 | $ | — | $ | (20,495,205 | ) | $ | (20,494,687 | ) | ||||||||||||||
Net income | — | — | — | — | — | 283,874 | 283,874 | |||||||||||||||||||||
Balance – June 30, 2021 (unaudited, restated)
|
— |
$ | — |
5,177,473 |
$ | 518 |
$
|
—
|
$
|
(20,211,331
|
)
|
$
|
(20,210,813
|
)
|
||||||||||||||
Net income | — | — | — | — | — | 2,420,417 | 2,420,417 | |||||||||||||||||||||
Balance – September 30, 2021 (unaudited)
|
— | $ | — | 5,177,473 | $ | 518 | $ | — | $ | (17,790,914 | ) | $ | (17,790,396 | ) |
Class A
Common Stock
|
Class B
Common Stock
|
Additional
Paid-in
|
Accumulated
|
Total
Stockholders’
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Equity
|
||||||||||||||||||||||
Balance – August 20, 2020 (inception)
|
—
|
$
|
—
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||||||||||
Issuance of Class B common stock to Sponsor (1)
|
—
|
—
|
5,750,000
|
575
|
24,425
|
—
|
25,000
|
|||||||||||||||||||||
Net loss
|
—
|
—
|
—
|
—
|
—
|
(2,245
|
)
|
(2,245
|
)
|
|||||||||||||||||||
Balance – September 30, 2020 (unaudited)
|
—
|
$
|
—
|
5,750,000
|
$
|
575
|
$
|
24,425
|
$
|
(2,245
|
)
|
$
|
(22,755
|
)
|
(1)
|
Included an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment was not exercised in full or in part by the underwriters
(see Note 5). On September 16, 2020, the Company effected a stock dividend of 1,437,500 shares and on October 20, 2020,
the Company canceled 718,750 shares of Class B common stock, resulting in an aggregate of 5,750,000 shares of Class B common stock outstanding (see Note 5). All share and per-share amounts have been retroactively restated to
reflect the share transactions.
|
Nine months
Ended
September 30,
|
For the
Period from
August 20,
2020 (Inception)
Through
September 30,
|
|||||||
2021
|
2020
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net income (loss)
|
$
|
12,482,148
|
$ | (2,245 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
||||||||
Change in fair value of warrant liabilities
|
(14,929,498
|
)
|
—
|
|||||
Interest earned on investments held in Trust Account
|
(38,203
|
)
|
—
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
160,431
|
—
|
||||||
Accounts payable
|
1,454,906
|
2,165
|
||||||
Due from sponsor
|
141,979
|
—
|
||||||
Net cash used in operating activities
|
(728,237
|
)
|
(80 | ) | ||||
|
||||||||
Cash Flows from Financing Activities:
|
||||||||
Proceeds from issuance of Class B common stock to Sponsor
|
—
|
25,000
|
||||||
Proceeds from promissory note – related party
|
—
|
65,000
|
||||||
Repayment of promissory note – related party
|
(170,337
|
)
|
—
|
|||||
Payment of offering costs
|
(48,475
|
)
|
(84,723 | ) | ||||
Net cash (used in) provided by financing activities
|
(218,812
|
)
|
5,277
|
|||||
|
||||||||
Net Change in Cash
|
(947,049
|
)
|
5,197
|
|||||
Cash – Beginning of period
|
1,017,569
|
—
|
||||||
Cash – End of period
|
$
|
70,520
|
$
|
5,197
|
||||
|
||||||||
Non-Cash investing and financing activities:
|
||||||||
Initial classification of Class A common stock subject to possible redemption
|
$ | 188,110,694 | — | |||||
Accretion of carrying value to redemption value
|
18,988,246 | — | ||||||
Class A common stock subject to possible redemption
|
207,098,940 | — | ||||||
Offering costs included in accrued offering costs
|
$
|
48,475
|
$ |
249,038
|
||||
Offering costs paid through promissory note
|
$
|
—
|
$ |
600
|
Balance Sheet as of March 31, 2021 (unaudited)
|
As Previously
Reported |
Adjustment
|
As Restated
|
|||||||||
Class A common stock subject to possible redemption
|
$
|
181,604,250
|
$
|
25,494,690
|
$
|
207,098,940
|
||||||
Class A common stock
|
$
|
255
|
$
|
(255
|
)
|
$
|
—
|
|||||
Additional paid-in capital
|
$
|
8,095,726
|
$
|
(8,095,726
|
)
|
$
|
—
|
|||||
Accumulated deficit
|
$
|
(3,096,496
|
)
|
$
|
(17,398,709
|
)
|
$
|
(20,495,205
|
)
|
|||
Total Stockholders’ Equity (Deficit)
|
$
|
5,000,003
|
$
|
(25,494,690
|
)
|
$
|
(20,494,687
|
)
|
||||
Balance Sheet as of June 30, 2021 (unaudited)
|
||||||||||||
Class A common stock subject to possible redemption
|
$
|
181,888,120
|
$
|
25,210,820
|
$
|
207,098,940
|
||||||
Class A common stock
|
$
|
252
|
$
|
(252
|
)
|
$
|
—
|
|||||
Additional paid-in capital
|
$
|
7,811,859
|
$
|
(7,811,859
|
)
|
$
|
—
|
|||||
Accumulated deficit
|
$
|
(2,812,622
|
)
|
$
|
(17,398,709
|
)
|
$
|
(20,211,331
|
)
|
|||
Total Stockholders’ Equity (Deficit)
|
$
|
5,000,007
|
$
|
(25,210,820
|
)
|
$
|
(20,210,813
|
)
|
As Previously Reported
|
Adjustment
|
As Restated
|
||||||||||
Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited)
|
||||||||||||
Change in value of Class A common stock subject to possible redemption
|
$
|
9,777,860
|
$
|
(9,777,860
|
)
|
$
|
—
|
|||||
Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited)
|
||||||||||||
Change in value of Class A common stock subject to possible redemption
|
$
|
10,061,730
|
$
|
(10,061,730
|
)
|
$
|
—
|
|||||
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) March
31, 2021
|
||||||||||||
Change in value of Class A common stock subject to redemption
|
$
|
9,777,860
|
$
|
(9,777,860
|
)
|
$
|
—
|
|||||
Total Stockholders’ Equity (Deficit)
|
$
|
5,000,003
|
$
|
(25,494,690
|
)
|
$
|
(20,494,687
|
)
|
||||
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) June
30, 2021
|
||||||||||||
Change in value of Class A common stock subject to redemption
|
$
|
283,870
|
$
|
(283,870
|
)
|
$
|
—
|
|||||
Total Stockholders’ Equity (Deficit)
|
$
|
5,000,007
|
$
|
(25,210,820
|
)
|
$
|
(20,210,813
|
)
|
As Previously Reported
|
As Restated
|
As Previously Reported
|
As Restated
|
As Previously Reported
|
As Restated
|
|||||||||||||||||||
For the Three Months Ended
|
For the Three Months Ended
|
For the Three Months Ended
|
For the Three Months Ended
|
For the Six Months Ended
|
For the Six Months Ended
|
|||||||||||||||||||
March 31, 2021
|
March 31, 2021
|
June 30, 2021
|
June 30, 2021
|
June 30, 2021
|
June 30, 2021
|
|||||||||||||||||||
Basic and diluted weighted average shares outstanding, Class A common stock
|
20,709,894
|
20,709,894
|
20,709,894
|
20,709,894
|
20,709,894
|
20,709,894
|
||||||||||||||||||
Basic and diluted net loss per share, Class A common stock
|
$
|
—
|
$
|
0.38
|
$
|
—
|
$
|
0.01
|
$
|
—
|
$
|
0.39
|
||||||||||||
Basic and diluted weighted average shares outstanding, Class B common stock
|
5,177,474
|
5,177,474
|
5,177,474
|
5,177,474
|
5,177,474
|
5,177,474
|
||||||||||||||||||
Basic and diluted net loss per share, Class B common stock
|
$
|
1.88
|
$
|
0.38
|
$
|
0.05
|
$
|
0.01
|
$
|
1.94
|
$
|
0.39
|
Gross proceeds
|
$
|
207,098,940
|
||
Less:
|
||||
Proceeds allocated to Public Warrants
|
$
|
(7,613,646
|
)
|
|
Class A common stock issuance costs
|
$
|
(11,374,600
|
)
|
|
Plus:
|
||||
Accretion of carrying value to redemption value
|
$
|
18,988,246
|
||
Class A common stock subject to possible redemption
|
$
|
207,098,940
|
Three Months Ended
September 30, 2021
|
Nine Months Ended
September 30, 2021
|
For the period from August 20, 2020
(inception) Through
September 30, 2020
|
||||||||||||||||||||||
Class A
|
Class B
|
Class A
|
Class B
|
Class A
|
Class B
|
|||||||||||||||||||
Basic and diluted net loss per common share
|
||||||||||||||||||||||||
Numerator:
|
||||||||||||||||||||||||
Allocation of net income (loss), as adjusted
|
$
|
1,936,334
|
$
|
484,083
|
$
|
9,985,718
|
$
|
2,496,430
|
$ | — | $ | (2,245 | ) | |||||||||||
Denominator:
|
||||||||||||||||||||||||
Basic and diluted weighted average common shares outstanding
|
20,709,894
|
5,177,473
|
20,709,894
|
5,177,473
|
|
— | 5,750,000 | |||||||||||||||||
|
||||||||||||||||||||||||
Basic and diluted net income per common share
|
$
|
0.09
|
$
|
0.09
|
$
|
0.48
|
$
|
0.48
|
$
|
— |
$
|
— |
• |
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
|
|
• |
Level 2, defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
|
|
• |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from
valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
|
● |
in whole and not in part;
|
|
● |
at a price of $0.01 per warrant;
|
|
● |
Upon a minimum of 30 days’ prior written notice of redemption, to each warrant holder; and
|
|
● |
if, and only if, the last
reported sale price of the Class A common stock for any 20 trading days within a 30-day trading period ending three trading days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceed
$18.00 per share (as adjusted).
|
|
● |
in whole and not in part;
|
|
● |
at a price of $0.10 per warrant upon a minimum of 30
days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value
of the Class A common stock;
|
|
● |
if, and only if, the Reference
Value equals or exceeds $10.00 per share (as adjusted); and
|
|
● |
if the Reference Value is less
than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the
same terms as the outstanding Public Warrants, as described above.
|
Level 1: |
Quoted prices in active
markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an
ongoing basis.
|
|
Level 2: |
Observable inputs other than
Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
|
|
Level 3: |
Unobservable inputs based on
our assessment of the assumptions that market participants would use in pricing the asset or liability.
|
Held-To-Maturity
|
Level
|
Amortized
Cost
|
Gross
Holding
Gain
|
Fair Value
|
||||||||||||||
December 31, 2020
|
U.S. Treasury Securities (Matured on 2/18/2021)
|
1
|
$
|
207,127,900
|
$
|
5,527
|
$
|
207,133,427
|
Description
|
Level
|
September 30,
2021
|
December 31,
2020
|
||||||||
Assets:
|
|||||||||||
Investments held in Trust Account
|
1 |
$
|
207,166,731
|
$
|
—
|
||||||
Liabilities:
|
|
||||||||||
Warrant Liability – Public Warrants
|
1
|
$
|
5,590,980
|
$
|
14,704,023
|
||||||
Warrant Liability – Private Placement Warrants
|
3
|
$
|
3,369,899
|
$
|
9,186,354
|
As of
September 30,
2021
|
At
December 31,
2020
|
|
|||||||
Stock price
|
$
|
9.79
|
$
|
10.35
|
|||||
Strike price
|
$
|
11.50
|
$
|
11.50
|
|||||
Volatility
|
13.8
|
%
|
10.0
|
%
|
|||||
Risk-free rate
|
1.03
|
%
|
0.46
|
%
|
|||||
Time until Business Combination occurring (years)
|
0.28
|
0.66
|
|||||||
Dividend yield
|
0.00
|
%
|
0.0
|
%
|
|
Private Placement
|
|||
Fair value as of January 1, 2021
|
$
|
9,186,354
|
||
Change in valuation inputs or other assumptions
|
(5,816,455
|
)
|
||
Fair value as of September 30, 2021
|
$
|
3,369,899
|
ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4. |
Controls and Procedures
|
Item 1. |
Legal Proceedings.
|
Item 1A. |
Risk Factors.
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds.
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Item 3. |
Defaults Upon Senior Securities.
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Item 4. |
Mine Safety Disclosures.
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Item 5. |
Other Information.
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Item 6. |
Exhibits
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LEFTERIS ACQUISITION CORP.
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Date:January 20, 2022
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By:
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/s/ Karl Roessner
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Name:
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Karl Roessner
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Title:
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Chief Executive Officer and Director
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|
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(Principal Executive Officer)
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Date:January 20, 2022
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By:
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/s/ Jon Isaacson
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Name:
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Jon Isaacson
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Title:
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Chief Financial Officer and
Chief Corporate Development Officer
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|
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(Principal Financial Officer and Principal Accounting Officer)
|
1 Year Lefteris Acquisition Chart |
1 Month Lefteris Acquisition Chart |
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