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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Levere Holdings Corporation | NASDAQ:LVRA | 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% | 10.20 | 10.21 | 10.23 | 0 | 01:00:00 |
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 |
Cayman Islands |
98-1581160 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman s |
KY1-1102 | |
(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant |
LVRAU |
Nasdaq Capital Market | ||
Class A ordinary shares, par value $0.0001 per share |
LVRA |
Nasdaq Capital Market | ||
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
LVRAW |
Nasdaq Capital Market |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial business combination; |
• | our expectations around the performance of the prospective target business or businesses; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective target businesses; |
• | our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic; |
• | the ability of our officers and directors to generate a number of potential business combination opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account balance; |
• | the Trust Account not being subject to claims of third parties; |
• | our financial performance; and |
• | the other risks and uncertainties discussed in the “Risk Factors” sections of our Annual Report on Form 10-K for the year ended December 31, 2021 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022. |
June 30, 2022 |
December 31, 2021 |
|||||||
(Unaudited) |
(Audited) |
|||||||
Assets |
||||||||
Cash |
$ | 655,313 | $ | 300,844 | ||||
Due from related party |
— | 97,419 | ||||||
Prepaid Expenses |
272,827 | 337,935 | ||||||
|
|
|
|
|||||
Total current assets |
928,140 | 736,198 | ||||||
Other assets |
— | 69,842 | ||||||
Marketable securities held in Trust Account |
271,706,551 | 271,298,677 | ||||||
|
|
|
|
|||||
Total Assets |
$ | 272,634,691 | $ | 272,104,717 | ||||
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|
|||||
Liabilities and Shareholders’ Deficit |
||||||||
Accrued offering costs and expenses |
$ | 90,362 | $ | 505,636 | ||||
Convertible Promissory Note – Related Party |
960,000 | — | ||||||
Due to related party |
2,581 | — | ||||||
|
|
|
|
|||||
Total current liabilities |
$ |
1,052,943 | 505,636 | |||||
Deferred underwriting fee |
9,494,986 | 9,494,986 | ||||||
Warrant liabilities |
1,259,398 | 10,264,624 | ||||||
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|
|
|
|||||
Total Liabilities |
$ |
11,807,327 | 20,265,246 | |||||
|
|
|
|
|||||
Commitments and Contingencies |
||||||||
Class A Ordinary shares subject to possible redemption, 27,128,532 shares at redemption value |
271,706,551 | 271,298,677 | ||||||
Shareholders’ Deficit: |
||||||||
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding |
— | — | ||||||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no shares issued and outstanding (excluding 27,128,532 shares subject to possible redemption) |
— | — | ||||||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,782,133 shares issued and outstanding (1) |
678 | 678 | ||||||
Additional paid-in capital (2) |
— | — | ||||||
Accumulated deficit |
(10,879,865 | ) | (19,459,884 | ) | ||||
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|
|
|
|||||
Total Shareholders’ Deficit |
(10,879,187 | ) | (19,459,206 | ) | ||||
|
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|
|||||
Total Liabilities and Shareholders’ Deficit |
$ | 272,634,691 | $ | 272,104,717 | ||||
|
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|
|
(1) |
On January 19, 2021 an aggregate of 7,187,500 founder shares were issued to Goggo Network Gmbh (the “Sponsor”) for an aggregate purchase price of $25,000. Up to 937,500 Founder Shares were subject to forfeiture by the Sponsor, depending on the extent to which the Underwriters’ over-allotment option was exercised. On March 31, 2021, the Underwriters partially exercised the over-allotment option and purchased an additional 2,128,532 Units and forfeited the remainder of the option. As a result, none of the Class B ordinary shares are subject to forfeiture any longer. |
(2) |
On January 31, 2022 the Sponsor executed a settlement agreement in the amount of $255,726 relating to Levere’s IPO legal work. The Sponsor agreed to release Levere from all liability obligations associated with the settlement agreement. As a result, the full amount was recorded to additional paid in capital and was subsequently offset by accretion of trust earnings to Class A Ordinary shares subject to possible redemption which depleted the balance in additional paid in capital. |
Three Months Ended June 30, |
Six Months Ended June 30, |
For the Period from January 15, 2021 (Inception) through June 30, |
||||||||||||||
2022 |
2021 |
2022 |
2021 |
|||||||||||||
Formation and operating costs |
$ | 222,058 | $ | 152,434 | $ | 680,933 | $ | 205,122 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss from operations |
(222,058 |
) |
(152,434 |
) |
(680,933 |
) |
(205,122 |
) | ||||||||
Other income (loss): |
||||||||||||||||
Interest earned on marketable securities held in Trust Account |
385,320 | 4,123 | 407,874 | 4,457 | ||||||||||||
Offering costs allocated to warrants |
— | — | — | (618,405 | ) | |||||||||||
Change in fair value of warrant liabilities |
2,988,101 | 1,588,769 | 9,005,226 | 1,458,769 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total other income, net |
3,373,421 | 1,592,892 | 9,413,100 | 844,821 | ||||||||||||
Net income |
$ |
3,151,363 |
$ |
1,440,458 |
$ |
8,732,167 |
$ |
639,699 |
||||||||
|
|
|
|
|
|
|
|
|||||||||
Weighted average shares outstanding of Class A ordinary shares |
27,128,532 | 27,128,532 | 27,128,532 | 16,142,664 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic and diluted net income per share, Class A ordinary shares |
$ | 0.09 | $ | 0.04 | $ | 0.26 | $ | 0.03 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Weighted average shares outstanding of Class B ordinary shares |
6,782,133 | 6,655,368 | 6,782,133 | 6,323,616 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic and diluted net income per share, Class B ordinary shares |
$ | 0.09 | $ | 0.04 | $ | 0.26 | $ | 0.03 | ||||||||
|
|
|
|
|
|
|
|
Class A |
Class B |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders’ Deficit |
||||||||||||||||||||||||
Ordinary shares |
Ordinary shares |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance as of December 31, 2021 |
— | $ | — | 6,782,133 |
$ |
678 |
$ |
— |
$ |
(19,459,884 |
) |
$ |
(19,459,206 |
) | ||||||||||||||
Net income |
— | — | — | — | — | 5,580,804 | 5,580,804 | |||||||||||||||||||||
Expenses paid on behalf of the Company by the Sponsor (1) |
— | — | — | — | 255,726 | — | 255,726 | |||||||||||||||||||||
Accretion of Class A Ordinary shares subject to possible redemption |
— | — | — | — | (22,554 | ) | — | (22,554 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of March 31, 2022 |
— | $ | — | 6,782,133 |
$ |
678 |
$ |
233,172 |
$ |
(13,879,080 |
) |
$ |
(13,645,230 |
) | ||||||||||||||
Net income |
— | — | — | — | — | 3,151,363 | 3,151,363 | |||||||||||||||||||||
Accretion of Class A Ordinary shares subject to possible redemption |
— | — | — | — | (233,172 | ) | (152,148 | ) | (385,320 | ) | ||||||||||||||||||
|
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|
|
|
|
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|
|
|
|
|
|
|||||||||||||||
Balance as of June 30, 2022 |
— | $ | — | 6,782,133 |
$ |
678 |
$ |
— |
$ |
(10,879,865 |
) |
$ |
(10,879,187 |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
On January 31, 2022 the Sponsor executed a settlement agreement in the amount of $255,726 relating to Levere’s IPO legal work. The Sponsor agreed to release Levere from all liability obligations associated with the settlement agreement. As a result, the full amount was recorded to additional paid in capital. |
Class A |
Class B |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders’ Deficit |
||||||||||||||||||||||||
Ordinary shares |
Ordinary shares |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance as of as of January 15, 2021 (Inception) |
— | $ | — | — | $ |
— |
$ |
— |
$ |
— |
$ |
— |
||||||||||||||||
Class B ordinary shares issued to Sponsor (1) |
— | — | 7,187,500 | 719 | 24,281 | — | 25,000 | |||||||||||||||||||||
Excess Private Placement proceeds received over initial fair value of Private Placement Warrants |
— | — | — | — | 1,531,807 | — | 1,531,807 | |||||||||||||||||||||
Forfeiture of Class B ordinary shares by initial shareholders |
— | — | (532,132 | ) | (53 | ) | 53 | — | — | |||||||||||||||||||
Net loss |
— | — | — | — | — | (800,759 | ) | (800,759 | ) | |||||||||||||||||||
Accretion of Class A Ordinary shares subject to possible redemption |
— | — | — | — | (1,556,141 | ) | (24,225,609 | ) | (25,781,750 | ) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of March 31, 2021 |
— | $ | — | 6,655,368 | $ | 666 | $ | — | $ | (25,026,368 | ) | $ | (25,025,702 | ) | ||||||||||||||
Net income |
— | — | — | — | — | 1,440,458 | 1,440,458 | |||||||||||||||||||||
Accretion of Class A Ordinary shares subject to possible redemption |
— | — | — | — | — | (4,123 | ) | (4,123 | ) | |||||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
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|
|||||||||||||||
Balance as of June 30, 2021 |
— | $ | — | 6,655,368 | $ | 666 | $ | — | $ | (23,590,033 | ) | $ | (23,589,367 | ) | ||||||||||||||
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|
(1) |
On January 19, 2021 an aggregate of 7,187,500 founder shares were issued to the Sponsor for an aggregate purchase price of $25,000. Up to 937,500 Founder Shares were subject to forfeiture by the Sponsor, depending on the extent to which the Underwriters’ over-allotment option was exercised. On March 31, 2021, the Underwriters partially exercised the over-allotment option and purchased an additional 2,128,532 Units and forfeited the remainder of the option. As a result, none of the Class B ordinary shares are subject to forfeiture any longer. |
For the Six Months Ended June 30, 2022 |
For the Period from January 15, 2021 (Inception) through June 30, 2021 |
|||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 8,732,167 | $ | 639,699 | ||||
Adjustments to reconcile net income to net cash used in operating activities: |
||||||||
Interest earned on marketable securities held in trust account |
(407,874 | ) | (4,457 | ) | ||||
Offering costs allocated to warrants |
— | 618,405 | ||||||
Change in fair value of warrant liability |
(9,005,226 | ) | (1,458,769 | ) | ||||
Expenses paid on behalf of the Company by the Sponsor |
55,726 | — | ||||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses |
65,108 | (375,165 | ) | |||||
Other assets |
69,842 | (237,528 | ) | |||||
Accrued expenses |
(215,274 | ) | 15,000 | |||||
Due to related party |
100,000 | 2,581 | ||||||
|
|
|
|
|||||
Net cash used in operating activities |
(605,531 |
) |
(800,234 |
) | ||||
|
|
|
|
|||||
Cash Flows from Investing Activities: |
||||||||
Investment of cash in Trust Account |
— | (271,285,320 | ) | |||||
|
|
|
|
|||||
Net cash used in investing activities |
— | (271,285,320 |
) | |||||
|
|
|
|
|||||
Cash Flows from Financing Activities: |
||||||||
Proceeds from issuance of Class B ordinary shares to Sponsor |
— | 25,000 | ||||||
Proceeds from sale of Units, net of underwriting discount |
— | 265,859,614 | ||||||
Proceeds from sale of Private Placement Warrants |
— | 7,425,706 | ||||||
Proceeds from promissory note related party |
— | 211,135 | ||||||
Payments of promissory note related party |
— | (211,135 | ) | |||||
Proceeds from convertible promissory note related party |
960,000 | — | ||||||
Payment of offering costs |
— | (577,039 | ) | |||||
|
|
|
|
|||||
Net cash provided by financing activities |
960,000 |
272,733,281 |
||||||
|
|
|
|
|||||
Net change in cash |
354,469 |
647,727 |
||||||
Cash, beginning of period |
300,844 | — | ||||||
|
|
|
|
|||||
Cash, end of the period |
$ |
655,313 |
$ |
647,727 |
||||
|
|
|
|
|||||
Supplemental disclosure of cash flow information: |
||||||||
Initial classification of ordinary shares subject to possible redemption |
$ | — | $ | 271,285,654 | ||||
|
|
|
|
|||||
Expenses paid on behalf of the Company by the Sponsor |
$ | 200,000 | $ | — | ||||
|
|
|
|
|||||
Change in ordinary shares subject to possible redemption |
$ | 407,874 | $ | 4,457 | ||||
|
|
|
|
|||||
Deferred underwriting commissions payable charged to additional paid in capital |
$ | — | $ | 9,494,986 | ||||
|
|
|
|
Gross proceeds from public issuance |
$ | 271,285,320 | ||
Less: |
||||
Proceeds allocated to public warrants |
(10,677,650 | ) | ||
Class A ordinary shares issuance cost |
(15,003,767 | ) | ||
Add: |
||||
Accretion of carrying value to redemption value |
25,694,774 | |||
|
|
|||
Class A ordinary shares subject to redemption at December 31, 2021 |
$ |
271,298,677 |
||
Add: |
||||
Accretion of carrying value to redemption value |
407,874 | |||
|
|
|||
Class A ordinary shares subject to redemption at June 30, 2022 |
$ |
271,706,551 |
||
|
|
Three Months Ended June 30, 2022 |
Three Months Ended June 30, 2021 |
Six Months Ended June 30, 2022 |
For the Period from January 25, 2021 (Inception) Through June 30, 2021 |
|||||||||||||||||||||||||||||
Class A |
Class B |
Class A |
Class B |
Class A |
Class B |
Class A |
Class B |
|||||||||||||||||||||||||
Basic and diluted net income per ordinary share |
||||||||||||||||||||||||||||||||
Numerator: |
||||||||||||||||||||||||||||||||
Allocation of net income, as adjusted |
$ | 2,521,090 | $ | 630,273 | $ | 1,156,690 | $ | 283,768 | $ | 6,985,734 | $ | 1,746,433 |
|
$ | 513,679 | $ | 126,020 | |||||||||||||||
Denominator: |
||||||||||||||||||||||||||||||||
Basic and diluted weighted average shares outstanding |
27,128,532 | 6,782,133 | 27,128,532 | 6,655,368 | 27,128,532 | 6,782,133 | 16,142,664 | 6,323,616 | ||||||||||||||||||||||||
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Basic and diluted net income per ordinary share |
$ |
0.09 |
$ |
0.09 |
$ |
0.04 |
$ |
0.04 |
$ |
0.26 |
$ |
0.26 |
$ |
0.03 |
$ |
0.03 |
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• | 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 closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20-tradingdays within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. |
• | in whole and not in part; |
• | at $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 Company’s Class A ordinary shares, as defined below; |
• | if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and |
• | if the closing price of the Class A ordinary shares for any 20-trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. |
June 30, 2022 |
May 13, 2022 Borrowing (Initial Measurement) |
|||||||
Underlying warrant value |
$ | 0.09 | $ | 0.122 | ||||
Exercise price |
$ | 1.50 | $ | 1.50 | ||||
Holding period |
0.63 | 0.76 | ||||||
Risk-free rate % |
2.57 | % | 1.76 | % | ||||
Volatility % |
2.50 | % | 1.40 | % | ||||
Dividend yield % |
0.0 | % | 0.0 | % |
Level 1 | — | Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. | ||
Level 2 | — | Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. | ||
Level 3 | — | Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
June 30, 2022 |
Quoted Prices In Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||||||
Assets: |
||||||||||||||||
U.S. Money Market held in Trust Account |
$ | 271,706,551 | $ | 271,706,551 | $ | — | $ | — | ||||||||
$ |
271,706,551 |
$ |
271,706,551 |
$ |
— |
$ |
— |
|||||||||
Liabilities: |
||||||||||||||||
Public Warrants Liability |
$ | 813,856 | $ | 813,856 | $ | — | $ | — | ||||||||
Private Placement Warrants Liability |
445,542 | — | — | 445,542 | ||||||||||||
$ |
1,259,398 |
$ |
813,856 |
$ |
— |
$ |
445,542 |
|||||||||
December 31, 2021 |
Quoted Prices In Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||||||
Assets: |
||||||||||||||||
U.S. Money Market held in Trust Account |
$ | 271,298,677 | $ | 271,298,677 | $ | — | $ | — | ||||||||
$ |
271,298,677 |
$ |
271,298,677 |
$ |
— |
$ |
— |
|||||||||
Liabilities: |
||||||||||||||||
Public Warrants Liability |
$ | 6,601,275 | $ | 6,601,275 | $ | — | $ | — | ||||||||
Private Placement Warrants Liability |
3,663,349 | — | — | 3,663,349 | ||||||||||||
$ |
10,264,624 |
$ |
6,601,275 |
$ |
— |
$ |
3,663,349 |
|||||||||
Fair Value at December 31, 2021 |
$ | 3,663,349 | ||
Change in fair value of private warrants |
(2,128,703 | ) | ||
|
|
|||
Fair Value at March 31, 2022 |
$ |
1,534,646 |
||
Change in fair value of private warrants |
(1,089,104 | ) | ||
|
|
|||
Fair Value at June 30, 2022 |
$ |
445,542 |
||
|
|
Fair Value at January 15, 2021 (inception) |
$ | — | ||
Initial fair value of public and private warrants |
15,386,666 | |||
Initial fair value of public and private warrants issued with over-allotment |
1,184,882 | |||
Change in fair value of public and private warrants |
(3,141,929 | ) | ||
Transfer of public warrants to Level 1 |
(9,766,270 | ) | ||
|
|
|||
Fair Value at December 31, 2021 |
$ | 3,663,349 | ||
|
|
* | Filed herewith. |
1 |
Previously filed as an exhibit to our Current Report on Form 8-K filed on March 23, 2021 and incorporated by reference herein. |
2 |
Previously filed as an exhibit to our Current Report on Form 8-K filed on May 19, 2022 and incorporated by reference herein. |
LEVERE HOLDINGS CORP. | ||
By: | /s/ Stefan Krause | |
Name: | Stefan Krause | |
Title: | Chief Financial Officer |
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