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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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(Address of Principal Executive Offices, including zip code)
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(
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(Registrant’s telephone number, including area code)
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N/A
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(Former name, former address and former fiscal year, if changed since last report)
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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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☐
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Smaller reporting company
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Emerging growth company
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Page
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PART 1 – FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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1
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2
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3
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4
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5
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Item 2.
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17
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Item 3.
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19
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Item 4.
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19
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PART II – OTHER INFORMATION
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Item 1.
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19
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Item 1A.
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19
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Item 2.
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19
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Item 3.
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20
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Item 4.
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20
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Item 5.
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20
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Item 6.
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20
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21
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June 30,
2021 |
December 31,
2020 |
|||||||
(Unaudited)
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||||||||
ASSETS
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||||||||
Current assets
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Cash
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$
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$
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||||
Due from Sponsor
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Prepaid expenses
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Total Current Assets
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Investments held in Trust Account
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Total Assets
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$
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$
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||||
LIABILITIES AND STOCKHOLDERS' EQUITY
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||||||||
Current liabilities
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||||||||
Accrued expenses
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$
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$
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Accrued offering costs
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Promissory note — related party
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Total Current Liabilities
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Warrant liability
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Deferred underwriting fee payable
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Total Liabilities
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Commitments and Contingencies
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||||||||
Class A common stock subject to possible redemption,
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||||||
Stockholders' Equity
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||||||||
Preferred stock, $
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||||||||
Class A common stock, $
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||||||||
Class B common stock, $
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||||||||
Additional paid-in capital
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|
|
||||||
Accumulated deficit
|
(
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)
|
(
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)
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||||
Total Stockholders' Equity
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|
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||||||
Total Liabilities and Stockholders' Equity
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$
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$
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Three Months
Ended June 30,
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Six Months
Ended June 30,
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|||||||
2021 |
2021 |
|||||||
General and administrative expenses
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$
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|
$ | |||||
Loss from operations
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(
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)
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( |
) | ||||
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||||||||
Other income:
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||||||||
Interest earned on investments held in Trust Account
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|||||||
Change in fair value of warrant liability
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|||||||
Total Other income |
||||||||
Income before income taxes | $ | $ | ||||||
Benefit (provision) for income taxes | ||||||||
Net income
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$
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|
$ | |||||
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||||||||
Weighted average shares outstanding of Class A common stock subject to possible redemption
|
|
|||||||
Basic and diluted income per share, Class A common stock subject to possible redemption
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$
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|
$ | |||||
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||||||||
Weighted average shares outstanding of Class A and Class B non-redeemable common stock
|
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|||||||
Basic and diluted net income per share, Class A and Class B non-redeemable common stock
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$
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|
$ |
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Class A
Common Stock
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Class B
Common Stock
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Additional
Paid-in
|
Accumulated
|
Total
Stockholders’
|
|||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
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Amount
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Capital
|
Deficit
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Equity
|
|||||||||||||||||||||
Balance – January 1, 2021
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$ |
|
$ |
$
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|
$
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(
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)
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$
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|
||||||||||||||||||
|
||||||||||||||||||||||||||||
Change in Class A Common stock subject to possible redemption
|
( |
) | ( |
) |
|
(
|
)
|
|
(
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)
|
||||||||||||||||||
|
||||||||||||||||||||||||||||
Net income
|
— |
— |
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|
||||||||||||||||||||||||
Balance – March 31, 2021 | $ | $ | $ | $ | ( |
) | $ | |||||||||||||||||||||
|
||||||||||||||||||||||||||||
Change in Class A Common stock subject to possible
redemption
|
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||
Net income | — | — | ||||||||||||||||||||||||||
Balance – June 30, 2021
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$ |
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$ |
$
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$
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(
|
)
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$
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Cash Flows from Operating Activities:
|
||||
Net income
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$
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|
||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||
Change in fair value of warrant liability
|
(
|
)
|
||
Interest earned on investments held in Trust Account
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(
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)
|
||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
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|
|||
Accrued expenses
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|
|||
Due from Sponsor
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|||
Net cash used in operating activities
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(
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)
|
||
|
||||
Cash Flows from Financing Activities:
|
||||
Repayment of promissory note to related party
|
(
|
)
|
||
Payment of offering costs
|
(
|
)
|
||
Net cash used in financing activities
|
(
|
)
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||
|
||||
Net Change in Cash
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(
|
)
|
||
Cash – Beginning of period
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|||
Cash – End of period
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$
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||
|
||||
Non-Cash Financing Activities:
|
||||
Change in value of Class A common stock subject to possible redemption
|
$
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|
||
Accrued offering costs
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$
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|
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Three Months Ended
June 30,
2021
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Six Months Ended
June 30,
2021
|
||||||
Class A ordinary shares subject to possible redemption
|
||||||||
Numerator: Earnings allocable to ordinary shares subject to possible redemption
|
||||||||
Interest earned on marketable securities held in Trust Account
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$
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$ | |||||
Less: Income and Franchise Tax available to be withdrawn from the Trust Account
|
(
|
)
|
( |
) | ||||
Net income attributable to Class A ordinary shares subject to possible redemption
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$ | $ | ||||||
Denominator: Weighted Average Class A ordinary shares subject to possible redemption
|
||||||||
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption
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|||||||
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption
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$ | $ | ||||||
Non-Redeemable ordinary shares
|
||||||||
Numerator: Net Income minus Net Earnings
|
||||||||
Net income
|
$
|
|
$ | |||||
Less: Net income allocable to Class A Ordinary shares subject to possible redemption
|
||||||||
Non-Redeemable Net Income
|
$ | $ | ||||||
Denominator: Weighted Average Non-Redeemable ordinary shares(1)
|
||||||||
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares
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|||||||
Basic and Diluted weighted average shares outstanding, Class B ordinary shares
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|
|||||
Loss / basic and diluted non-redeemable Class A Ordinary Shares and Class B Ordinary Shares | $ | |
$ |
• |
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 $
|
● |
upon not less than
|
● |
if, and only if, the reported
last sale price of the Company’s Class A common stock equals or exceeds $
|
● |
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 Company’s Class A common stock equals or exceeds $
|
● |
if, and only if, there is an
effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the
|
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
|
1
|
$
|
|
$
|
|
$
|
|
Description
|
Level
|
June 30,
2021 |
December 31,
2020 |
||||||||
Assets:
|
|||||||||||
Investments held in Trust Account
|
1 |
|
|
|
|
||||||
Liabilities:
|
|||||||||||
Warrant Liability – Public Warrants
|
1 |
$
|
|
$
|
|
||||||
Warrant Liability – Private Placement Warrants
|
3 |
$
|
|
$
|
|
As of
June 30,
2021
|
At
December 31,
2020
|
||||||||
Stock price
|
$
|
|
$
|
|
|||||
Strike price
|
$
|
|
$
|
|
|||||
Volatility
|
|
%
|
|
%
|
|||||
Risk-free rate
|
|
%
|
|
%
|
|||||
Time until Business Combination occurring (years)
|
|
|
|||||||
Dividend yield
|
|
%
|
|
%
|
|
Private Placement
|
Public
|
Warrant Liabilities
|
|||||||||
Fair value as of January 1, 2021
|
$
|
|
$
|
|
$
|
|
||||||
Change in valuation inputs or other assumptions
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Fair value as of June 30, 2021
|
$
|
|
$
|
|
$
|
|
ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
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))
|
|
Investment Management Trust Account Agreement, dated October 20, 2020, between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 10.2 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
|
Interactive Data File
|
*
|
Filed herewith.
|
**
|
Furnished.
|
LEFTERIS ACQUISITION CORP.
|
||
Date: August 16, 2021
|
By:
|
/s/ Karl Roessner
|
Name:
|
Karl Roessner
|
|
Title:
|
Chief Executive Officer and Director
|
|
(Principal Executive Officer)
|
||
Date: August 16, 2021
|
By:
|
/s/ Jon Isaacson
|
Name:
|
Jon Isaacson
|
|
Title:
|
Chief Financial Officer and
Chief Corporate Development Officer
|
|
(Principal Financial Officer and Principal Accounting Officer)
|