UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 22, 2021
LEFTERIS ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-39636
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85-2646550
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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292 Newbury Street,
Suite 293
Boston, MA
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02115
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (617)
510-1991
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant
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The Nasdaq Stock Market LLC
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Class A common stock included as part of the units
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LFTR
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The Nasdaq Stock Market LLC
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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
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LFTRW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
In connection with the preparation of its financial statements as of September 30, 2021, the management of Lefteris Acquisition Corp. (the “Company”) has re-evaluated the
Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable shares of Class A common stock, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering
(the “IPO”) on October 23, 2020. Historically, a portion of the Public Shares was classified as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination
only if the Company has net tangible assets of at least $5,000,001. The Company’s management has determined that the Public Shares include certain provisions that require classification of the Public Shares as temporary equity regardless of the
minimum net tangible assets required to complete the Company’s initial business combination.
On November 22, 2021, the Company’s management and the Audit Committee of the Company’s board of directors (the “Audit Committee”) concluded that it is appropriate to
restate the Company’s previously issued audited pro forma balance sheet as of October 23, 2020, filed as an exhibit to the Company’s periodic report on Form 8-K filed on October 29, 2020; the audited balance sheet included in the Company’s Annual
Report on Form 10-K/A, as amended, for the fiscal year ended December 31, 2020, filed with the SEC on July 6, 2021; and unaudited interim financial statements included in the Company’s Quarterly Reports on Form 10-Q for the periods ending March 31,
2021, June 30, 2021, and September 30, 2021, filed on July 15, 2021, August 16, 2021, and November 15, 2021, respectively, (the “Non-Reliance Affected Financial Statements”), in each case to report all Public Shares as temporary equity.
Considering such restatement, the Non-Reliance Affected Financial Statements should no longer be relied upon. As such, the Company will restate its
financial statements for the periods affected by the Non-Reliance Affected Financial Statements in an amended Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021 (the “Q3 Form 10-Q/A”), as described therein.
The Company’s management has concluded that in light of the classification error described above, a material weakness exists in the Company’s
internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective for the periods covered by the Non-Reliance Affected Financial Statements. The Company’s remediation plan with respect to such
material weakness will be described in more detail in the Q3 Form 10-Q/A.
The above changes will not have any impact on the Company’s cash position and cash held in the trust account established in connection with the IPO.
The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02
with WithumSmith+Brown, PC, the Company’s independent registered accounting firm.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Dated: November 26, 2021
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LEFTERIS ACQUISITION CORP.
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By:
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/s/ Jon Isaacson
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Name: Jon Isaacson
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Title: Chief Financial Officer and Chief Corporate Development Officer
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