ANNUAL 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 OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Small reporting company | ||||
Emerging growth company |
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• | “amended and restated certificate of incorporation” are to our amended and restated certificate of incorporation currently in effect; |
• | “common stock” are to our Class A common stock and our Class B common stock; |
• | “company” or “our company” are to Lerer Hippeau Acquisition Corp., a Delaware corporation; |
• | “founder shares” are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to our initial public offering and the shares of our Class A common stock that will be issued upon the automatic conversion thereof at the time of our initial business combination; |
• | “initial stockholders” are to our sponsor and any other holders of our founder shares; |
• | “management,” our “management team” or our “team” are to our officers and directors; |
• | “private placement shares” are to the shares of Class A common stock issued to our sponsor in a private placement simultaneously with the closing of our initial public offering (which private placement shares are identical to the shares sold in our initial public offering, subject to certain limited exceptions) and upon conversion of working capital loans, if any (for the avoidance of doubt, such private placement shares will not be “public shares”); |
• | “public shares” are to shares of our Class A common stock sold in our initial public offering (whether they are purchased in our initial public offering or thereafter in the open market); |
• | “public stockholders” are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided that each of their status as a “public stockholder” shall only exist with respect to such public shares; |
• | “sponsor” are to LHAC Sponsor LLC, a Delaware limited liability company, which is an affiliate of Lerer Hippeau; and |
• | “we,” “us” or “our” are to Lerer Hippeau Acquisition Corp., a Delaware corporation, or, where applicable, members of our management team. |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial business combination; |
• | our expectations around the performance of a 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, including the location and industry of such target businesses; |
• | our ability to consummate an initial business combination due to conditions in the debt and equity markets, competition for targets and 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 or available to us from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; or |
• | our financial performance. |
Item 1. |
Business. |
• | Outstanding management team with acute vision and domain expertise that provides the company with a distinct competitive advantage |
• | Large addressable market(s) where there is low customer satisfaction with incumbents, where technology will play a key role in disruption |
• | Moderate to high growth, strong unit economics, scalable business model and demonstrated profitability or an executable path to profitability |
• | Innovative and defensible product with technology at its core |
• | Established brand value with demonstrable organic adoption and/or lower cost of customer acquisition than alternative providers |
• | Operational excellence and corporate governance that is suitable for a publicly traded business |
• | Clear beneficiary of a transition to the public market |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
Public offering price |
$ | 10.00 | ||
Type of transaction |
Whether stockholder approval is required |
|||
Purchase of assets |
No | |||
Purchase of stock of target not involving a merger with the company |
No | |||
Merger of target into a subsidiary of the company |
No | |||
Merger of the company with a target |
Yes |
• | we issue shares of common stock that will be equal to or in excess of 20% of the number of shares of Class A common stock then outstanding (other than in a public offering); |
• | any of our directors, officers or substantial stockholders (as defined by Nasdaq listing rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of common stock could result in an increase in outstanding shares of common stock or voting power of 5% or more; or |
• | the issuance or potential issuance of common stock will result in our undergoing a change of control. |
• | the timing of the transaction, including in the event we determine stockholder approval would require additional time and there is either not enough time to seek stockholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company; |
• | the expected cost of holding a stockholder vote; |
• | the risk that the stockholders would fail to approve the proposed business combination; |
• | other time and budget constraints of the company; and |
• | additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to stockholders. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
• | prior to the consummation of our initial business combination, we shall either: (1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, without voting, and, if they do vote, independent of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable); or (2) provide our public stockholders with the opportunity to tender their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), in each case subject to the limitations described herein; |
• | we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon consummation of our initial business combination and after payment of the deferred underwriting commission, and, solely if we seek stockholder approval, a majority of the outstanding shares of common stock voted are voted in favor of the business combination at a duly held stockholders meeting; |
• | if our initial business combination is not consummated within 24 months from the closing of our IPO, then our existence will terminate and we will distribute all amounts in the trust account; and |
• | prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (1) receive funds from the trust account or (2) vote as a class with our public shares (a) on any initial business combination or (b) to approve an amendment to our amended and restated certificate of incorporation to (x) extend the time we have to consummate a business combination beyond 24 months from the closing of our IPO or (y) amend the foregoing provisions. |
Item 1A. |
Risk Factors. |
• | We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. |
• | Past performance by Lerer Hippeau and our management team may not be indicative of future performance of an investment in us. |
• | Our public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination. |
• | Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of such business combination. |
• | If we seek stockholder approval of our initial business combination, our sponsor has agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote. |
• | The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. |
• | The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. |
• | The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders. |
• | Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by conditions in the debt and equity markets, competition for targets and the COVID-19 outbreak or any future pandemic. |
• | The number of special purpose acquisition companies evaluating targets has increased, resulting in greater competition for attractive targets. This could increase the cost of our initial business combination and could result in our inability to find a target or to consummate an initial business combination. |
• | If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or any of their affiliates may elect to purchase shares from public stockholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A common stock. |
• | If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. |
• | You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares, potentially at a loss. |
• | Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. |
• | You will not be entitled to protections normally afforded to investors of many other blank check companies. |
• | If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by stockholders may be less than $10.00 per share. |
• | Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption of their stock. |
• | If the net proceeds of our IPO and the sale of the private placement shares not being held in the trust account are insufficient to allow us to operate for the 24 months following the closing of our IPO, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination. |
• | We identified a material weakness in our internal control over financial reporting as of December 31, 2021. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results. |
• | For the year ended December 31, 2021, our independent registered public accounting firm has included an explanatory paragraph relating to our ability to continue as a going concern in its report on our audited financial statements included in the accompanying financial statements. |
• | We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers or directors which may raise potential conflicts of interest. |
• | may significantly dilute the equity interest of investors in our IPO, which dilution would increase if the anti-dilution provisions in the founder shares resulted in the issuance of shares of Class A common stock on a greater than one-to-one basis |
• | may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock; |
• | could cause a change in control if a substantial number of common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and |
• | may adversely affect prevailing market prices for our Class A common stock. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our common stock; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | solely dependent upon the performance of a single business, property or asset; or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | the history and prospects of companies whose principal business is the acquisition of other companies; |
• | prior offerings of those companies; |
• | our prospects for acquiring an operating business at attractive values; |
• | a review of debt to equity ratios in leveraged transactions; |
• | our capital structure; |
• | an assessment of our management and their experience in identifying operating companies; |
• | general conditions of the securities markets at the time of our IPO; and |
• | other factors as were deemed relevant. |
• | costs and difficulties inherent in managing cross-border business operations and complying with commercial and legal requirements of overseas markets; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | longer payment cycles; |
• | changes in local regulations as part of a response to the COVID-19 outbreak; |
• | tax consequences, such as tax law changes, including termination or reduction of tax and other incentives that the applicable government provides to domestic companies, and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars; |
• | deterioration of political relations with the United States; |
• | obligatory military service by personnel; and |
• | government appropriation of assets. |
Item 1B. |
Unresolved Staff Comments. |
Item 2. |
Properties. |
Item 3. |
Legal Proceedings. |
Item 4. |
Mine Safety Disclosures. |
Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
Item 6. |
[Reserved] |
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk |
Item 8. |
Financial Statements and Supplementary Data |
Item 9. |
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure |
Item 9A. |
Controls and Procedures. |
Item 9B. |
Other Information. |
Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. |
Item 10. |
Directors, Executive Officers and Corporate Governance. |
Name |
Age |
Position | ||
Kenneth Lerer |
70 |
Chairman | ||
Eric Hippeau |
70 |
Chief Executive Officer and Director | ||
Ben Lerer |
40 |
President and Director | ||
Joe Medved |
44 |
Chief Operating Officer | ||
Dan Rochkind |
45 |
Chief Financial Officer, Treasurer and Secretary | ||
Stuart Freedman |
67 |
Director | ||
Arianna Huffington |
71 |
Director | ||
Greg Parsons |
49 |
Director | ||
Michael Walrath |
46 |
Director |
• | the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; |
• | pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; |
• | reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence; |
• | setting clear hiring policies for employees or former employees of the independent registered public accounting firm; |
• | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; |
• | obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; |
• | reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
• | reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory authorities. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and approving the compensation of all of our other officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | the corporation could financially undertake the opportunity; |
• | the opportunity is within the corporation’s line of business; and |
• | it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation. |
Name of Individual |
Entity name |
Entity’s business |
Affiliation | |||
Kenneth Lerer | BLADE Urban Air Mobility | Aviation | Director | |||
Crypt TV | Digital Media | Director | ||||
Group Nine Media Inc. | Digital Media Holding Company | Director | ||||
Lerer Hippeau Ventures Management, LLC | Venture Capital | Managing Member | ||||
Eric Hippeau | Lerer Hippeau Ventures Management, LLC | Venture Capital | Managing Member | |||
Marriott International Inc. | Hospitality | Director | ||||
RebelMouse | Enterprise Software | Director | ||||
Ben Lerer | Fetch, Inc. | Animal Insurance | Director | |||
Group Nine Acquisition Corp. | Digital Media SPAC | Chairman and Chief Executive Officer | ||||
Vox Media | Digital Media | Director | ||||
Lerer Hippeau Ventures Management, LLC | Venture Capital | Managing Member | ||||
RaisedByUs | E-Commerce-Social – Good |
Director | ||||
Joe Medved | Celtra Inc. | Enterprise Software | Director | |||
Edcast Inc. | Enterprise Software | Director | ||||
Unikrn Inc. | Entertainment Media | Director | ||||
LawnStarter Inc. | Consumer | Director | ||||
Lerer Hippeau Ventures Management, LLC | Venture Capital | SB Capital & BN Capital Partner | ||||
Radiate The World, Inc. | Consumer | Director | ||||
SellerCrowd | Enterprise Software | Director | ||||
YourMechanic | Consumer | Director | ||||
Dan Rochkind | Lerer Hippeau Ventures Management, LLC | Venture Capital | Chief Financial Officer | |||
Marker Financial Advisors LLC | Venture Capital | Chief Operating Officer and Chief Financial Officer | ||||
Stuart Freedman | — | — | — | |||
Arianna Huffington | Onex Corporation | Investment Management | Director | |||
Thrive Global | Digital Media | Chief Executive Officer | ||||
Greg Parsons | Semper Capital Management, LP | Investment Management | Chief Executive Officer | |||
Michael Walrath | Greyson Clothiers Yext Inc. Organic Krush, LLC WGI Group LLC |
Apparel Enterprise Software Restaurants Venture Capital |
Director Chairman and Chief Executive Officer Owner Co-Managing Member |
• | None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities. We do not intend to have any full-time employees prior to the completion of our initial business combination. In addition, our officers and directors are engaged in several other business endeavors for which they may be entitled to substantial compensation and are not required to contribute any specific number of hours per week to our affairs. |
• | In the course of their other business activities, our officers and directors may become aware of investment and business opportunities that may be appropriate for presentation to us as well as the other entities with which they are affiliated, including other blank check companies similar to ours during the period in which we are seeking an initial business combination, which may have acquisition objectives that are similar to ours. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. |
• | Our initial stockholders have agreed to waive their redemption rights with respect to their founder shares, private placement shares and any public shares held by them in connection with the consummation of our initial business combination. Our other directors and officers have also entered into the letter agreement, which imposes the same obligations on them with respect to any public shares acquired by them. Additionally, our initial stockholders have agreed to waive their redemption rights with respect to their founder shares and private placement shares if we fail to consummate our initial business combination within 24 months after the closing of our IPO or during any Extension Period. However, if our initial stockholders or any of our officers, directors or affiliates acquired public shares in, or acquire public shares after, our IPO, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate our initial business combination within the prescribed time frame. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement shares that are held in the trust account will be used to fund the redemption of our public shares. With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our initial stockholders until the earlier of (1) one year after the completion of our initial business combination and (2) the date on which we consummate a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after our initial business combination that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lock-up. With certain limited exceptions, the private placement shares will not be transferable, assignable or salable by our sponsor until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own shares of Class A common stock, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. |
• | Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular business combination. Although we believe the ability of such individuals to remain with us after the completion of our initial business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination, the personal and financial interests of such individuals in negotiating such compensation may influence their motivation in identifying and selecting a target business |
• | Our key personnel may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such key personnel was included by a target business as a condition to any agreement with respect to our initial business combination. |
• | Our officers, directors and their respective affiliates may have competitive pecuniary interests that conflict with our interests. We have not adopted a policy that expressly prohibits our directors, officers or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or officers. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. |
Item 11. |
Executive Compensation. |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
Class A Common Stock |
Class B Common Stock |
|||||||||||||||
Beneficially Owned |
Approximate Percentage of Issued and Outstanding Class A Common Stock |
Beneficially Owned |
Approximate Percentage of Issued and Outstanding Class B Common Stock |
|||||||||||||
Name and Address of Beneficial Owner (1) |
||||||||||||||||
LHAC Sponsor LLC |
685,324 | (2) | 3.0 | % | 5,566,546 | (2) | 100 | % | ||||||||
Kenneth Lerer |
685,324 | (2) | 3.0 | % | 5,566,546 | (2) | 100 | % | ||||||||
Eric Hippeau |
685,324 | (2) | 3.0 | % | 5,566,546 | (2) | 100 | % | ||||||||
Ben Lerer |
685,324 | (2) | 3.0 | % | 5,566,546 | (2) | 100 | % | ||||||||
Joe Medved(3) |
— | — | % | — | — | % | ||||||||||
Dan Rochkind(3) |
— | — | % | — | — | % | ||||||||||
Stuart Freedman(3) |
— | — | % | — | — | % | ||||||||||
Arianna Huffington(3) |
— | — | % | — | — | % | ||||||||||
Greg Parsons(3) |
— | — | % | — | — | % | ||||||||||
Michael Walrath(3) |
— | — | % | — | — | % | ||||||||||
Other 5% Beneficial Owners |
||||||||||||||||
Third Point(4) |
1,250,000 | 5.4 | % | — | — | % | ||||||||||
Light Street(5) |
1,344,475 | 5.9 | % | — | — | % | ||||||||||
Citadel Advisors(6) |
1,292,099 | 5.6 | % | — | — | % | ||||||||||
Soroban Capital(7) |
1,500,000 | 6.5 | % | — | — | % | ||||||||||
All directors and officers as a group (9 individuals) |
685,324 | 3.0 | % | 5,566,546 | 100 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of the following entities or individuals is c/o Lerer Hippeau Acquisition Corp., 100 Crosby Street, Suite 201, New York, New York 10012. |
(2) | LHAC Sponsor LLC, our sponsor, is the record holder of the shares reported herein. Messrs. Lerer, Hippeau and Lerer, by virtue of their shared control over our sponsor, may be deemed to beneficially own the shares held by our sponsor. |
(3) | Does not include any shares indirectly owned by this individual as a result of his or her ownership interest in our sponsor. Each of our officers, directors and advisors is a direct or indirect member of our sponsor. |
(4) | Based solely upon the Schedule 13G filed by Third Point LLC on February 14, 2022. The address of Third Point LLC is 55 Hudson Yards, New York, New York 10001. |
(5) | Based solely upon the Schedule 13G/A filed by Light Street Capital Management, LLC on February 14, 2022. The address of Light Street Capital Management, LLC is 525 University Avenue, Suite 300, Palo Alto, California 94301. |
(6) | Based solely upon the Schedule 13G filed by Citadel Advisors LLC on January 18, 2022. The address of Citadel Advisors LLC is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603. |
(7) | Based solely upon the Schedule 13G filed by Soroban Capital Partners LP on March 15, 2021. The address of Soroban Capital Partners LP is 55 West 46 th Street, 32nd Floor, New York, New York 10036. |
Item 13. |
Certain Relationships and Related Transactions, and Director Independence. |
• | Repayment of an aggregate of $65,000 in loans made to us by our sponsor to cover offering-related and organizational expenses pursuant to the Note; |
• | Reimbursement for any out-of-pocket expenses |
• | Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into shares at a price of $10.00 per share at the option of the lender. |
Item 14. |
Principal Accounting Fees and Services. |
Item 15. |
Exhibits, Financial Statement Schedules. |
(a) | The following documents are filed as part of this annual report on Form 10-K: |
1. | Financial Statements: See “Index to Financial Statements” in the accompanying financial statements. |
(b) | Financial Statement Schedules. All schedules are omitted for the reason that the information is included in the financial statements or the notes thereto or that they are not required or are not applicable. |
(c) | Exhibits: The following exhibits are filed with this report. Exhibits which are incorporated herein by reference can be obtained from the SEC’s website at sec.gov. |
* | Filed herewith. |
** | Furnished. |
Item 16. |
Form 10-K Summary. |
LERER HIPPEAU ACQUISITION CORP. | ||
By: |
/s/ Eric Hippeau | |
|
Name: Eric Hippeau | |
Title: Chief Executive Officer |
Name |
Position |
Date | ||
/s/ Eric Hippeau Eric Hippeau |
Chief Executive Officer and Director (Principal executive officer) |
March 29 , 2022 | ||
/s/ Dan Rochkind Dan Rochkind |
Chief Financial Officer, Treasurer and Secretary (Principal financial and accounting officer) |
March 29, 2022 | ||
/s/ Ben Lerer Ben Lerer |
President and Director |
March 29, 2022 | ||
/s/ Kenneth Lerer Kenneth Lerer |
Chairman |
March 29, 2022 | ||
/s/ Stuart Freedman Stuart Freedman |
Director |
March 29, 2022 | ||
/s/ Arianna Huffington Arianna Huffington |
Director |
March 29, 2022 | ||
/s/ Greg Parsons Greg Parsons |
Director |
March 29, 2022 | ||
/s/ Michael Walrath Michael Walrath |
Director |
March 29, 2022 |
F-1 |
||||
Financial Statements: |
||||
F-2 |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
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 |
$ | |||
Accrued expenses |
||||
Franchise tax payable |
||||
|
|
|||
Total current liabilities |
||||
Deferred underwriting commissions |
||||
|
|
|||
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 Period From January 12, 2021 (inception) through December 31, 2021 |
||||
General and administrative expenses |
$ | |||
Administrative expenses - related party |
||||
Franchise tax expenses |
||||
|
|
|||
Loss from operations |
( |
) | ||
Gain on investments held in Trust Account |
||||
|
|
|||
Net loss |
$ | ( |
) | |
|
|
|||
Weighted average shares outstanding of Class A common stock, basic and diluted |
||||
|
|
|||
Basic and diluted net loss per share, Class A common stock |
$ | ( |
) | |
|
|
|||
Weighted average shares outstanding of Class B common stock, basic and diluted |
||||
|
|
|||
Basic and diluted net loss per share, Class B common stock |
$ | ( |
) | |
|
|
For The Period From January 12, 2021 (inception) through December 31, 2021 |
||||||||||||||||||||||||||||
Common Stock |
Total Stockholders’ Deficit |
|||||||||||||||||||||||||||
Class A |
Class B |
Additional Paid-In Capital |
Accumulated Deficit |
|||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance - January 12, 2021 (inception) |
— | $ | — | — | $ | — | $ | — | $ | — | $ | |||||||||||||||||
Issuance of Class B common stock to Sponsor |
— | — | ||||||||||||||||||||||||||
Sale of private placement shares to Sponsor in private placement |
— | — | — | |||||||||||||||||||||||||
Forfeiture of Class B common stock |
— | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||
Accretion of Class A common stock subject to possible redemption |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance - December 31, 2021 |
$ |
$ |
$ |
— |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Gain on investments held in Trust Account |
( |
) | ||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Accounts payable |
||||
Accrued expenses |
||||
Franchise tax payable |
||||
|
|
|||
Net cash used in operating activities |
( |
) | ||
|
|
|||
Cash Flows from Investing Activities |
||||
Cash deposited in Trust Account |
( |
) | ||
|
|
|||
Net cash used in investing activities |
( |
) | ||
|
|
|||
Cash Flows from Financing Activities: |
||||
Repayment of note payable to related party |
( |
) | ||
Proceeds from issuance of Class B common stock to Sponsor |
||||
Proceeds received from initial public offering |
||||
Proceeds received from private placement |
||||
Offering costs paid |
( |
) | ||
|
|
|||
Net cash provided by financing activities |
||||
|
|
|||
Net increase in cash |
||||
Cash - beginning of the period |
||||
|
|
|||
Cash - end of the period |
$ |
|||
|
|
|||
Supplemental disclosure of noncash activities: |
||||
Offering costs included in accrued expenses |
$ | |||
|
|
|||
Offering costs paid by related party under promissory note |
$ | |||
|
|
|||
Deferred underwriting commissions in connection with the initial public offering |
$ | |||
|
|
As Reported |
Adjustment |
As Restated |
||||||||||
As of March 9, 2021 |
||||||||||||
Total assets |
$ |
$ |
$ |
|||||||||
Total liabilities |
$ |
$ |
$ |
|||||||||
Class A common stock subject to redemption at $10.00 per share |
$ |
$ |
$ |
|||||||||
Preferred stock |
— |
— |
||||||||||
Class A common stock |
( |
) |
||||||||||
Class B common stock |
— |
|||||||||||
Additional paid-in capital |
( |
) |
||||||||||
Accumulated deficit |
( |
) |
( |
) |
( |
) | ||||||
Total stockholders’ equity (deficit) |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Total Liabilities, Class A common stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) |
$ |
$ |
— |
$ |
||||||||
Shares of Class A common stock subject to redemption |
||||||||||||
Shares of Class A common stock |
( |
) |
• |
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. |
For The Period From January 12, 2021 (inception) through December 31, 2021 |
||||||||
Class A |
Class B |
|||||||
Basic and diluted net loss per common share: |
||||||||
Numerator: |
||||||||
Allocation of net loss |
( |
) | ( |
) | ||||
Denominator: |
||||||||
Basic and diluted weighted average common shares outstanding |
||||||||
Basic and diluted net loss per common share |
$ | ( |
) | $ | ( |
) | ||
Gross proceeds |
$ | |||
Less: |
||||
Offering costs allocated to Class A common stock subject to possible redemption |
( |
) | ||
Plus: |
||||
Accretion on Class A common stock subject to possible redemption amount |
||||
Class A common stock subject to possible redemption |
$ | |||
|
|
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||
Funds that invest in U.S. Treasury Securities |
$ | $ | $ |
For The Period From January 12, 2021 (inception) through December 31, 2021 |
||||
Current |
||||
Federal |
$ | |||
State |
||||
Deferred |
||||
Federal |
( |
) | ||
State |
||||
Valuation allowance |
||||
|
|
|||
Income tax provision |
$ | |||
|
|
December 31, 2021 |
||||
Deferred tax assets: |
||||
Start-up/Organization costs |
$ | |||
Net operating loss carryforwards |
||||
|
|
|||
Total deferred tax assets |
||||
Valuation allowance |
( |
) | ||
|
|
|||
Deferred tax asset, net of allowance |
$ | |||
|
|
For The Period From January 12, 2021 (inception) through December 31, 2021 |
||||
Statutory Federal income tax rate |
% | |||
Change in Valuation Allowance |
( |
)% | ||
Income Taxes Benefit |
% | |||