UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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:
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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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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 1.01. | Entry into a Material Definitive Agreement |
The disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On May 13, 2022, Levere Holdings Corp. (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount of $960,000 to Goggo Network Gmbh (the “Sponsor”). The Note is non-interest bearing and due and payable on the date the Company consummates its initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Qualifying Business Combination”). The principal balance of the Note may be prepaid at any time. Upon the consummation of a Qualifying Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, into private placement warrants (as defined in that certain Warrant Agreement, dated March 23, 2021, by and between the Company and Continental Stock Transfer & Trust Company) at a price of $1.50 per warrant. The Note is subject to customary events of default, the occurrence of which automatically cause the unpaid principal balance of the Note and all other sums payable with regard to the Note to become immediately due and payable.
The Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description of certain of the terms of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Note, which is filed with this report as Exhibits 10.1, and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description of Exhibits | |
| 10.1 | Promissory Note, dated May 13, 2022, issued by Levere Holdings Corp. to Goggo Network Gmbh | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and incorporated as Exhibit 101). | |
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.
| Levere Holdings Corp. | ||||||
| Date: May 19, 2022 | By: | /s/ Martín Varsavsky Waisman-Diamond | ||||
| Name: | Martín Varsavsky Waisman-Diamond | |||||
| Title: | Chairman and Chief Executive Officer | |||||