UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-39636

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)

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐	Large accelerated filer	☐	Accelerated filer
☒	Non-accelerated filer	☒	Smaller reporting company
		☒	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of May 16, 2022, there were 20,709,894 shares of Class A common stock and 5,177,473 shares of Class B common stock, $0.0001 par value, issued and outstanding.

LEFTERIS ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2022

TABLE OF CONTENTS

		Page
PART 1 – FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021	1

	Unaudited Condensed Statements of Operations for the three months ended March 31, 2022 and 2021	2

	Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the three months ended March 31, 2022 and 2021	3

	Unaudited Condensed Statement of Cash Flows for the three months ended March 31, 2022 and 2021	4

	Notes to Condensed Financial Statements (Unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	21

Item 4.	Control and Procedures	21

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	21

Item 1A.	Risk Factors	21

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21

Item 3.	Defaults Upon Senior Securities	22

Item 4.	Mine Safety Disclosures	22

Item 5.	Other Information	22

Item 6.	Exhibits	22

SIGNATURES		23

	March 31, 2022			December 31, 2021
	(Unaudited)
ASSETS
Current assets
Cash	$	3,068		$	24,970
Prepaid expenses		178,092			183,467
Total Current Assets		181,160			208,437

Investments held in Trust Account		207,118,963			207,171,108
Total Assets	$	207,300,123		$	207,379,545

LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	2,883,545		$	2,766,346
Promissory note — related party		475,155			236,779
Total Current Liabilities		3,358,700			3,003,125

Warrant liability		2,815,475			8,644,098
Deferred underwriting fee payable		7,248,463			7,248,463
Total Liabilities		13,422,638			18,895,686

Commitments and Contingencies

Class A common stock subject to possible redemption, 20,709,894 shares at March 31, 2022 and December 31, 2021 at $10.00 per share redemption value		207,098,940			207,098,940

Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—			—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; none issued or outstanding		—			—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,177,473 shares issued and outstanding at March 31, 2022 and December 31, 2021		518			518
Additional paid-in capital		—			—
Accumulated deficit		(13,221,973	)		(18,615,599	)
Total Stockholders’ Deficit		(13,221,455	)		(18,615,081	)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	207,300,123		$	207,379,545

	For The Three Months Ended March 31,
	2022			2021

General and administrative expenses	$	455,852		$	1,097,391
Loss from operations		(455,852	)		(1,097,391	)

Other income:
Interest earned on investments held in Trust Account		20,855			28,133
Change in fair value of warrant liabilities		5,828,623			10,847,115
Total other income		5,849,478			10,875,248

Net income	$	5,393,626		$	9,777,857

Basic and Diluted weighted average shares outstanding of Class A common stock subject to possible redemption		20,709,894			20,709,894
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.21		$	0.38

Basic and diluted weighted average shares outstanding of Class B non-redeemable common stock		5,177,473			5,177,474
Basic and diluted net income per share, Class B non-redeemable common stock	$	0.21		$	0.38

	Class A Common Stock				Class B Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance – January 1, 2022		—	$	—		5,177,473	$	518	$	—	$	(18,615,599	)	$	(18,615,081	)

Net income		—		—		—		—		—		5,393,626			5,393,626

Balance – March 31, 2022 (unaudited)		—	$	—		5,177,473	$	518	$	—	$	(13,221,973	)	$	(13,221,455	)

	For the Three Months Ended March 31,
	2022			2021
Cash Flows from Operating Activities:
Net income	$	5,393,626		$	9,777,857
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liabilities		(5,828,623	)		(10,847,115	)
Interest earned on investments held in Trust Account		(20,855	)		(28,133	)
Changes in operating assets and liabilities:
Prepaid expenses		5,375			11,295
Accounts payable and accrued expenses		117,199			849,211
Net cash used in operating activities		(333,278	)		(236,885	)

Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay franchise and income taxes		73,000			—
Net cash provided by investing activities		73,000			—

Cash Flows from Financing Activities:
Advances from related party		238,376			—
Repayment of promissory note - related party		—			(170,337	)
Payment of offering costs		—			(38,475	)
Due from sponsor		—			141,979
Net cash provided by financing activities		238,376			(66,833	)

Net Change in Cash		(21,902	)		(303,718	)
Cash – Beginning of period		24,970			1,017,569
Cash – End of period	$	3,068		$	713,851

Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	$	—		$	(38,475	)

Gross proceeds	$	207,098,940
Less:
Proceeds allocated to Public Warrants		(7,613,646	)
Class A common stock issuance costs		(11,374,600	)
Plus:
Accretion of carrying value to redemption value		18,988,246

Class A common stock subject to possible redemption	$	207,098,940

Description	Level		March 31, 2022		Level		December 31, 2021
Assets:
Investments held in Trust Account		1	$	207,118,963		1	$	207,171,108
Liabilities:
Warrant Liability – Public Warrants		1	$	1,767,244		1	$	5,421,160
Warrant Liability – Private Placement Warrants		2	$	1,048,231		3	$	3,222,938

Fair value as of January 1, 2022	$	3,222,938
Transfer out of level 3		(3,222,938	)
Fair value as of March 31, 2022	$	—

Exhibit No.	Description of Exhibit
3.1	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)

3.2	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))

4.1	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)

4.2	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))

4.3	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))

4.6	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)

10.1	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))

10.3	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))

10.4	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))

10.5	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))

14.1	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)

24.1	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)

31.1*	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

31.2*	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

32.1**	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.

32.2**	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH	Inline XBRL Taxonomy Extension Schema Document

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document

104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
*	Filed herewith.
**	Furnished.

	LEFTERIS ACQUISITION CORP.

Date: May 16, 2022	By:	/s/ Karl Roessner
	Name:	Karl Roessner
	Title:	Chief Executive Officer and Director
		(Principal Executive Officer)

Date: May 16, 2022	By:	/s/ Jon Isaacson
	Name:	Jon Isaacson
	Title:	Chief Financial Officer and Chief Corporate Development Officer
		(Principal Financial Officer and Principal Accounting Officer)

SEC Form 10-Q filed by Lefteris Acquisition Corp.