|
(Exact name of registrant as specified in its charter)
|
|
|
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
(Address of Principal Executive Offices, including zip code)
|
(
|
(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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
☐
|
Large accelerated filer
|
☐
|
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.
|
21
|
|
|
|
|
Item 4.
|
21
|
|
|
|
|
PART II – OTHER INFORMATION
|
|
|
|
|
|
Item 1.
|
21
|
|
|
|
|
Item 1A.
|
21
|
|
|
|
|
Item 2.
|
21
|
|
|
|
|
Item 3.
|
22
|
|
|
|
|
Item 4.
|
22
|
|
|
|
|
Item 5.
|
22
|
|
|
|
|
Item 6.
|
22
|
|
|
|
|
23
|
March 31,
2022 |
December 31,
2021 |
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
$
|
|
$
|
|
||||
Prepaid expenses
|
|
|
||||||
Total Current Assets
|
|
|
||||||
Investments held in Trust Account
|
|
|
||||||
Total Assets
|
$
|
|
$
|
|
||||
LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
|
||||||||
Current liabilities
|
||||||||
Accounts payable and accrued expenses
|
$
|
|
$
|
|
||||
Promissory note — related party
|
|
|||||||
Total Current Liabilities
|
|
|
||||||
Warrant liability
|
|
|
||||||
Deferred underwriting fee payable
|
|
|
||||||
Total Liabilities
|
|
|
||||||
Commitments and Contingencies
|
||||||||
Class A common stock subject to possible redemption,
|
|
|
||||||
Stockholders’ Deficit
|
||||||||
Preferred stock, $
|
||||||||
Class A common stock, $
|
||||||||
Class B common stock, $
|
||||||||
Additional paid-in capital
|
|
|
||||||
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
Total Stockholders’ Deficit
|
(
|
)
|
(
|
)
|
||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit
|
$
|
|
$
|
|
For The Three
Months Ended
March 31,
|
||||||||
2022
|
2021
|
|||||||
General and administrative expenses
|
$
|
|
$
|
|
||||
Loss from operations
|
(
|
)
|
(
|
)
|
||||
Other income:
|
||||||||
Interest earned on investments held in Trust Account
|
|
|
||||||
Change in fair value of warrant liabilities
|
|
|
||||||
Total other income
|
|
|
||||||
Net income
|
$
|
|
$
|
|
||||
Basic and Diluted weighted average shares outstanding of Class A common stock subject to possible redemption
|
|
|
||||||
Basic and diluted net income per share, Class A common stock subject to possible redemption
|
$
|
|
$
|
|
||||
Basic and diluted weighted average shares outstanding of Class B non-redeemable common stock
|
|
|
||||||
Basic and diluted net income per share, Class B non-redeemable common stock
|
$
|
|
$
|
|
Class A
Common Stock
|
Class B
Common Stock
|
Additional
Paid-in
|
Accumulated
|
Total
Stockholders’
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
||||||||||||||||||||||
Balance – January 1, 2022
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||||||||||
Net income
|
—
|
|
—
|
|
|
|
|
|||||||||||||||||||||
Balance – March 31, 2022 (unaudited)
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
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
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||||||||||
Net income
|
—
|
|
—
|
|
|
|
|
|||||||||||||||||||||
Balance – March 31, 2021 (unaudited)
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
For the Three Months Ended
March 31,
|
||||||||
2022
|
2021
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net income
|
$
|
|
$
|
|
||||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||||||
Change in fair value of warrant liabilities
|
(
|
)
|
(
|
)
|
||||
Interest earned on investments held in Trust Account
|
(
|
)
|
(
|
)
|
||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
|
|
||||||
Accounts payable and accrued expenses
|
|
|
||||||
Net cash used in operating activities
|
(
|
)
|
(
|
)
|
||||
Cash Flows from Investing Activities:
|
||||||||
Cash withdrawn from Trust Account to pay franchise and income taxes
|
|
|
||||||
Net cash provided by investing activities
|
|
|
||||||
Cash Flows from Financing Activities:
|
||||||||
Advances from related party
|
|
|
||||||
Repayment of promissory note - related party
|
|
(
|
)
|
|||||
Payment of offering costs
|
|
(
|
)
|
|||||
Due from sponsor
|
|
|
||||||
Net cash provided by financing activities
|
|
(
|
)
|
|||||
Net Change in Cash
|
(
|
)
|
(
|
)
|
||||
Cash – Beginning of period
|
|
|
||||||
Cash – End of period
|
$
|
|
$
|
|
||||
Non-Cash investing and financing activities:
|
||||||||
Offering costs included in accrued offering costs
|
$
|
|
$
|
(
|
)
|
NOTE 1.
|
DESCRIPTION
OF ORGANIZATION AND BUSINESS OPERATIONS
|
NOTE 2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Gross proceeds
|
$
|
|
||
Less:
|
||||
Proceeds allocated to Public Warrants
|
|
(
|
)
|
|
Class A common stock issuance costs
|
|
(
|
)
|
|
Plus:
|
||||
Accretion of carrying value to redemption value
|
|
|
||
Class A common stock subject to possible redemption
|
$
|
|
For the Three Months Ended
March 31,
|
||||||||||||||||
2022
|
2021
|
|||||||||||||||
Class A
|
Class B
|
Class A
|
Class B
|
|||||||||||||
Basic and diluted net income per common share
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net income, as adjusted
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Denominator:
|
||||||||||||||||
Basic and diluted weighted average stock outstanding
|
|
|
|
|
||||||||||||
Basic and diluted net income per common share
|
$
|
|
$
|
|
$
|
|
$
|
|
• |
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.
|
NOTE 3.
|
INITIAL
PUBLIC OFFERING
|
NOTE 4.
|
PRIVATE
PLACEMENT
|
NOTE 5.
|
RELATED
PARTY TRANSACTIONS
|
NOTE 6.
|
COMMITMENTS
AND CONTINGENCIES
|
NOTE 7.
|
STOCKHOLDERS’
DEFICIT
|
NOTE 8.
|
WARRANT
LIABILITY
|
● |
in whole and not in part;
|
● |
at a price of $
|
● |
Upon a minimum of
|
● |
if, and only if, the last
reported sale price of the Class A common stock for any
|
● |
in whole and not in part;
|
● |
at a price of $
|
● |
if, and only if, the Reference
Value equals or exceeds $
|
● |
if the Reference Value is less
than $
|
NOTE 9.
|
FAIR
VALUE MEASUREMENTS
|
Description
|
Level
|
March 31,
2022 |
Level |
December 31,
2021 |
||||||||||||
Assets:
|
||||||||||||||||
Investments held in Trust Account
|
1 | $ |
|
1 | $ |
|
||||||||||
Liabilities:
|
||||||||||||||||
Warrant Liability – Public Warrants
|
1 |
$
|
|
1 |
$
|
|
||||||||||
Warrant Liability – Private Placement Warrants
|
2 |
$
|
|
3 |
$
|
|
Fair value as of January 1, 2022
|
$
|
|
||
Transfer out of level 3
|
(
|
)
|
||
Fair value as of March 31, 2022
|
$
|
|
NOTE 10.
|
SUBSEQUENT
EVENTS
|
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.
|
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Item 3. |
Defaults Upon Senior Securities.
|
Item 4. |
Mine Safety Disclosures.
|
Item 5. |
Other Information.
|
Item 6. |
Exhibits
|
Exhibit No.
|
Description of Exhibit
|
Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on October 26, 2020 (File No. 001-39636)
|
|
Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1, filed on October 2, 2020 (File No. 333-249290))
|
|
Warrant Agreement, dated October 20, 2020, between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on
October 26, 2020 (File No. 001-39636)
|
|
Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s amended Form S-1, filed on October 13, 2020 (File No. 333-249290))
|
|
Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s amended Form S-1, filed on October 13, 2020 (File No. 333-249290))
|
|
Description of Registrant’s Securities (incorporated by reference to Exhibit 4.6 of the Company’s Form 10-K, filed on March 30, 2021 (File No. 001-39140)
|
|
Warrant Purchase Agreement, dated October 20, 2020, between the Company and Lefteris Holdings LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 26, 2020
(File No. 001-39636))
|
|
Registration and Stockholder Right Agreement, dated October 20, 2020, between the Company and certain security holders (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed
on October 26, 2020 (File No. 001-39636))
|
|
Letter Agreement, dated October 20, 2020, between the Company, Lefteris Holdings LLC, each of the officers and directors of the Company (incorporated by reference to Exhibit 10.4 to the Company’s Current Report
on Form 8-K, filed on October 26, 2020 (File No. 001-39636))
|
|
Form of Indemnity Agreement, dated October 20, 2020, between the Company and each of the officers and directors of the Company (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form
8-K, filed on October 26, 2020 (File No. 001-39636))
|
|
Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 of the Company’s Form 10-K filed on March 30, 2021 (File No. 001-39140)
|
|
Power of Attorney (incorporated by reference to Exhibit 24.1 of the Company’s Form 10-K filed on March 30, 2021 (File No. 001-39140)
|
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101.INS
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
104
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
|
*
|
Filed herewith.
|
**
|
Furnished.
|
LEFTERIS ACQUISITION CORP.
|
||
Date: May 16, 2022
|
By:
|
/s/ Karl Roessner
|
Name:
|
Karl Roessner
|
|
Title:
|
Chief Executive Officer and Director
|
|
(Principal Executive Officer)
|
||
Date: May 16, 2022
|
By:
|
/s/ Jon Isaacson
|
Name:
|
Jon Isaacson
|
|
Title:
|
Chief Financial Officer and
Chief Corporate Development Officer
|
|
(Principal Financial Officer and Principal Accounting Officer)
|