LEFTERIS ACQUISITION CORP. |
(Exact name of registrant as specified in its charter) |
Delaware | 85-2646550 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
292 Newbury Street, Suite 293 Boston, MA 02115 |
(Address of Principal Executive Offices, including zip code) |
(617) 510-1991 |
(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 | ||
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant | LFTRU | The Nasdaq Stock Market LLC | ||
Shares of Class A common stock included as part of the units | LFTR | The Nasdaq Stock Market LLC | ||
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 | LFTRW | The Nasdaq Stock Market LLC |
☐ | Large accelerated filer | ☐ | Accelerated filer |
☒ | Non-accelerated filer | ☒ | Smaller reporting company |
☒ | Emerging growth company |
Page | ||
PART 1 – FINANCIAL INFORMATION | ||
Item 1. | Financial Statements | |
1 | ||
2 | ||
3 | ||
4 | ||
5 | ||
Item 2. | 17 | |
Item 3. | 19 | |
Item 4. | 19 | |
PART II – OTHER INFORMATION | ||
Item 1. | 19 | |
Item 1A. | 19 | |
Item 2. | 19 | |
Item 3. | 20 | |
Item 4. | 20 | |
Item 5. | 20 | |
Item 6. | 20 | |
March 31, 2021 | December 31, 2020 | June 30, 2021 | December 31, 2020 | |||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||
ASSETS | ||||||||||||||||
Current assets | ||||||||||||||||
Cash | $ | 713,851 | $ | 1,017,569 | $ | 357,896 | $ | 1,017,569 | ||||||||
Due from Sponsor | — | 141,979 | 0 | 141,979 | ||||||||||||
Prepaid expenses | 405,505 | 416,800 | 330,937 | 416,800 | ||||||||||||
Total Current Assets | 1,119,356 | 1,576,348 | 688,833 | 1,576,348 | ||||||||||||
Cash and investment held in Trust Account | 207,156,661 | 207,128,528 | ||||||||||||||
Investments held in Trust Account | 207,164,066 | 207,128,528 | ||||||||||||||
Total Assets | $ | 208,276,017 | $ | 208,704,876 | $ | 207,852,899 | $ | 208,704,876 | ||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||||||
Current liabilities | ||||||||||||||||
Accrued expenses | $ | 1,370,039 | $ | 520,828 | $ | 1,612,356 | $ | 520,828 | ||||||||
Accrued offering costs | 10,000 | 48,475 | 5,000 | 48,475 | ||||||||||||
Promissory note — related party | — | 170,337 | 0 | 170,337 | ||||||||||||
Total Current Liabilities | 1,380,039 | 739,640 | 1,617,356 | 739,640 | ||||||||||||
Warrant liability | 13,043,262 | 23,890,377 | 12,098,953 | 23,890,377 | ||||||||||||
Deferred underwriting fee payable | 7,248,463 | 7,248,463 | 7,248,463 | 7,248,463 | ||||||||||||
Total Liabilities | 21,671,764 | 31,878,480 | 20,964,772 | 31,878,480 | ||||||||||||
Commitments and Contingencies | 0 | 0 | ||||||||||||||
Class A common stock subject to possible redemption, 18,160,425 and 17,182,639 shares at March 31, 2021 and December 31, 2020 at $10.00 per share redemption value | 181,604,250 | 171,826,390 | ||||||||||||||
Class A common stock subject to possible redemption, 18,188,812 and 17,182,639 shares at June 30, 2021 and December 31, 2020 at $10.00 per share redemption value | 181,888,120 | 171,826,390 | ||||||||||||||
Stockholders' Equity | ||||||||||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | — | — | ||||||||||||||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 2,549,469 and 3,527,255 issued and outstanding (excluding 18,160,425 and 17,182,639 shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively | 255 | 353 | ||||||||||||||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,177,473 shares issued and outstanding at March 31, 2021 and December 31, 2020 | 518 | 518 | ||||||||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding | 0 | 0 | ||||||||||||||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 2,521,082 and 3,527,255 issued and outstanding (excluding 18,188,812 and 17,182,639 shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively | 252 | 353 | ||||||||||||||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,177,473 shares issued and outstanding at June 30, 2021 and December 31, 2020 | 518 | 518 | ||||||||||||||
Additional paid-in capital | 8,095,726 | 17,873,488 | 7,811,859 | 17,873,488 | ||||||||||||
Accumulated deficit | (3,096,496 | ) | (12,874,353 | ) | (2,812,622 | ) | (12,874,353 | ) | ||||||||
Total Stockholders' Equity | 5,000,003 | 5,000,006 | 5,000,007 | 5,000,006 | ||||||||||||
Total Liabilities and Stockholders' Equity | $ | 208,276,017 | $ | 208,704,876 | $ | 207,852,899 | $ | 208,704,876 |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||
2021 | 2021 | |||||||
General and administrative expenses | $ | 667,840 | $ | 1,765,231 | ||||
Loss from operations | (667,840 | ) | (1,765,231 | ) | ||||
Other income: | ||||||||
Interest earned on investments held in Trust Account | 7,405 | 35,538 | ||||||
Change in fair value of warrant liability | 944,309 | 11,791,424 | ||||||
Total Other income | 951,714 | 11,826,962 | ||||||
Income before income taxes | $ | 283,874 | $ | 10,061,731 | ||||
Benefit (provision) for income taxes | 0 | 0 | ||||||
Net income | $ | 283,874 | $ | 10,061,731 | ||||
Weighted average shares outstanding of Class A common stock subject to possible redemption | 20,709,894 | 20,709,894 | ||||||
Basic and diluted income per share, Class A common stock subject to possible redemption | $ | 0.00 | $ | 0.00 | ||||
Weighted average shares outstanding of Class A and Class B non-redeemable common stock | 5,177,473 | 5,177,473 | ||||||
Basic and diluted net income per share, Class A and Class B non-redeemable common stock | $ | 0.05 | $ | 1.94 |
General and administrative expenses | $ | 1,097,391 | ||
Loss from operations | (1,097,391 | ) | ||
Other income: | ||||
Interest earned on investments held in Trust Account | 28,133 | |||
Change in fair value of warrant liability | 10,847,115 | |||
Net income | $ | 9,777,857 | ||
Weighted average shares outstanding of Class A common stock subject to possible redemption | 20,709,894 | |||
Basic and diluted income per share, Class A common stock subject to possible redemption | $ | 0.00 | ||
Weighted average shares outstanding of Class A and Class B non-redeemable common stock | 5,177,473 | |||
Basic and diluted net income per share, Class A and Class B non-redeemable common stock | $ | 1.89 |
Class A Common Stock | Class B Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | Class A Common Stock | Class B Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Equity | Shares | Amount | Shares | Amount | Capital | Deficit | Equity | |||||||||||||||||||||||||||||||||||||||||||
Balance – January 1, 2021 | 3,527,255 | $ | 353 | 5,177,473 | $ | 518 | $ | 17,873,488 | $ | (12,874,353 | ) | $ | 5,000,006 | 3,527,255 | $ | 353 | 5,177,473 | $ | 518 | $ | 17,873,488 | $ | (12,874,353 | ) | $ | 5,000,006 | ||||||||||||||||||||||||||||||
Change in Class A Common stock subject to possible redemption | (977,786 | ) | (98 | ) | — | — | (9,777,762 | ) | — | (9,777,860 | ) | (977,786 | ) | (98 | ) | 0 | 0 | (9,777,762 | ) | 0 | (9,777,860 | ) | ||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | — | 9,777,857 | 9,777,857 | — | 0 | — | 0 | 0 | 9,777,857 | 9,777,857 | ||||||||||||||||||||||||||||||||||||||||||
Balance – March 31, 2021 | 2,549,469 | $ | 255 | 5,177,473 | $ | 518 | $ | 8,095,726 | $ | (3,096,496 | ) | $ | 5,000,003 | 2,549,469 | $ | 255 | 5,177,473 | $ | 518 | $ | 8,095,726 | $ | (3,096,496 | ) | $ | 5,000,003 | ||||||||||||||||||||||||||||||
Change in Class A Common stock subject to possible redemption | (28,387 | ) | (3 | ) | 0 | 0 | (283,867 | ) | 0 | (283,870 | ) | |||||||||||||||||||||||||||||||||||||||||||||
Net income | — | 0 | — | 0 | 0 | 283,874 | 283,874 | |||||||||||||||||||||||||||||||||||||||||||||||||
Balance – June 30, 2021 | 2,521,082 | $ | 252 | 5,177,473 | $ | 518 | $ | 7,811,859 | $ | (2,812,622 | ) | $ | 5,000,007 |
Cash Flows from Operating Activities: | ||||||||
Net income | $ | 9,777,857 | $ | 10,061,731 | ||||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
Change in fair value of warrant liability | (10,847,115 | ) | (11,791,424 | ) | ||||
Interest earned on investments held in Trust Account | (28,133 | ) | (35,538 | ) | ||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | 11,295 | 85,863 | ||||||
Accrued expenses | 849,211 | 1,091,528 | ||||||
Due from sponsor | 141,979 | |||||||
Due from Sponsor | 141,979 | |||||||
Net cash used in operating activities | (94,906 | ) | (445,861 | ) | ||||
Cash Flows from Financing Activities: | ||||||||
Repayment of promissory note to related party | (170,337 | ) | (170,337 | ) | ||||
Payment of offering costs | (38,475 | ) | (43,475 | ) | ||||
Net cash used in financing activities | (208,812 | ) | (213,812 | ) | ||||
Net Change in Cash | (303,718 | ) | (659,673 | ) | ||||
Cash – Beginning of period | 1,017,569 | 1,017,569 | ||||||
Cash – End of period | $ | 713,851 | $ | 357,896 | ||||
Non-Cash Financing Activities: | ||||||||
Change in value of Class A common stock subject to possible redemption | $ | 9,777,860 | $ | 10,061,730 | ||||
Offering costs included in accrued offering costs | $ | 10,000 | ||||||
Accrued offering costs | $ | 5,000 |
For the Three Months Ended March 31, 2021 | ||||
Class A common stock subject to possible redemption | ||||
Numerator: Earnings allocable to common stock subject to possible redemption | ||||
Interest earned on marketable securities held in Trust Account | $ | 28,133 | ||
Unrealized gain on marketable securities held in Trust Account | ||||
Less: interest available to be withdrawn for payment of taxes | (28,133 | ) | ||
Net income attributable to Class A common stock subject to possible redemption | $ | — | ||
Denominator: Weighted Average Class A common stock subject to possible redemption | ||||
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption | 20,709,894 | |||
Basic and diluted net income per share, Class A common stock subject to possible redemption | $ | 0.00 | ||
Non-Redeemable common stock | ||||
Numerator: Net Income minus Net Earnings | ||||
Net income | $ | 9,777,857 | ||
Less: Net income allocable to Class A Common stock subject to possible redemption | — | |||
Non-Redeemable Net Income | $ | 9,777,857 | ||
Denominator: Weighted Average Non-Redeemable common stock | ||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | 5,177,473 | |||
Basic and diluted net income per share, Non-redeemable common stock | $ | 1.89 |
Three Months Ended June 30, 2021 | 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 | $ | 7,405 | $ | 35,538 | ||||
Less: Income and Franchise Tax available to be withdrawn from the Trust Account | (7,405 | ) | (35,538 | ) | ||||
Net income attributable to Class A ordinary shares subject to possible redemption | $ | 0 | $ | 0 | ||||
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 | 20,709,894 | 20,709,894 | ||||||
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption | $ | 0.00 | $ | 0.00 | ||||
Non-Redeemable ordinary shares | ||||||||
Numerator: Net Income minus Net Earnings | ||||||||
Net income | $ | 283,874 | $ | 10,061,731 | ||||
Less: Net income allocable to Class A Ordinary shares subject to possible redemption | 0 | 0 | ||||||
Non-Redeemable Net Income | $ | 283,874 | $ | 10,061,731 | ||||
Denominator: Weighted Average Non-Redeemable ordinary shares(1) | ||||||||
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares | ||||||||
Basic and Diluted weighted average shares outstanding, Class B ordinary shares | 5,177,473 | 5,177,473 | ||||||
Loss / basic and diluted non-redeemable Class A Ordinary Shares and Class B Ordinary Shares | $ | 0.05 | $ | 1.94 |
• | 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 |
● | in whole and not in part; |
● | at a price of $0.01 per warrant; |
● | upon not less than 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and |
● | if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
● | in whole and not in part; |
● | at a price of $0.10 per warrant provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock determined based on the redemption date and the “fair market value” of the Company’s Class A common stock; |
● | upon a minimum of 30 days’ prior written notice of redemption; |
● | if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; |
● | 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 30-day period after the written notice of redemption is given. |
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 | ||||||||||||||||
March 31, 2021 | N/A | - | $ | - | $ | - | $ | - | ||||||||||||
December 31, 2020 | U.S. Treasury Securities (Matured on 2/18/2021) | 1 | $ | 207,127,900 | $ | 5,527 | $ | 207,133,427 |
Held-To-Maturity | Level | Amortized Cost | Gross Holding Gain | Fair Value | ||||||||||||||
December 31, 2020 | U.S. Treasury Securities (Matured on 2/18/2021) | 1 | $ | 207,127,900 | $ | 5,527 | $ | 207,133,427 |
Description | Level | March 31, 2021 | December 31, 2020 | |||||||||
Assets: | ||||||||||||
Cash and investments held in Trust Account | 1 | 207,156,661 | 207,128,528 | |||||||||
Liabilities: | ||||||||||||
Warrant Liability – Public Warrants | 1 | $ | 8,076,857 | $ | 14,704,023 | |||||||
Warrant Liability – Private Placement Warrants | 3 | $ | 4,966,405 | $ | 9,186,354 |
Description | Level | June 30, 2021 | December 31, 2020 | ||||||||
Assets: | |||||||||||
Investments held in Trust Account | 1 | 207,164,066 | 0 | ||||||||
Liabilities: | |||||||||||
Warrant Liability – Public Warrants | 1 | $ | 7,532,187 | $ | 14,704,023 | ||||||
Warrant Liability – Private Placement Warrants | 3 | $ | 4,566,766 | $ | 9,186,354 |
At December 31, 2020 | As of March 31, 2021 | As of June 30, 2021 | At December 31, 2020 | ||||||||||||||
Stock price | $ | 10.35 | $ | 9.84 | $ | 9.75 | $ | 10.35 | |||||||||
Strike price | $ | 11.50 | $ | 11.50 | $ | 11.50 | $ | 11.50 | |||||||||
Volatility | 10.0 | % | 15.0 | % | 17.8 | % | 10.0 | % | |||||||||
Risk-free rate | 0.46 | % | 0.44 | % | 0.94 | % | 0.46 | % | |||||||||
Time until Business Combination occurring (years) | 0.66 | 0.53 | 0.41 | 0.66 | |||||||||||||
Dividend yield | 0.0 | % | 0.0 | % | 0.00 | % | 0.0 | % |
| Private Placement | Public | Warrant Liabilities | Private Placement | Public | Warrant Liabilities | ||||||||||||||||||
Fair value as of January 1, 2021 | $ | 9,186,354 | $ | 14,704,023 | $ | 23,890,377 | $ | 9,186,354 | $ | 14,704,023 | $ | 23,890,377 | ||||||||||||
Change in valuation inputs or other assumptions | (4,219,949 | ) | (6,627,166 | ) | (10,847,115 | ) | (4,619,588 | ) | (7,171,836 | ) | (11,791,424 | ) | ||||||||||||
Fair value as of March 31, 2021 | $ | 4,966,405 | $ | 8,076,857 | $ | 13,043,262 | ||||||||||||||||||
Fair value as of June 30, 2021 | $ | 4,566,766 | $ | 7,532,187 | $ | 12,098,953 |
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Item 4. | Controls and Procedures |
Item 1. |
Item 1A. |
Item 2. |
Item 3. |
Item 4. |
Item 5. |
Item 6. |
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: | By: | /s/ Karl Roessner |
Name: | Karl Roessner | |
Title: | Chief Executive Officer and Director | |
(Principal Executive Officer) | ||
Date: | By: | /s/ Jon Isaacson |
Name: | Jon Isaacson | |
Title: | Chief Financial Officer and Chief Corporate Development Officer | |
(Principal Financial Officer and Principal Accounting Officer) |