UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No.1

(Mark One)

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

For the quarterly period ended September 30, 2021

☐ 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 January 20, 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/A FOR THE QUARTER ENDED SEPTEMBER 30, 2021

TABLE OF CONTENTS

		Page
PART 1 – FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020	1

	Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2021 and for the period from August 20, 2020 (inception) through September 30, 2020	2

	Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2021 and for the period from August 20, 2020 (inception) through September 30, 2020	3

	Unaudited Condensed Statement of Cash Flows for the nine months ended September 30, 2021 and for the period from August 20, 2020 (inception) through September 30, 2020	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	20

Item 4.	Control and Procedures	20

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	20

Item 1A.	Risk Factors	20

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20

Item 3.	Defaults Upon Senior Securities	21

Item 4.	Mine Safety Disclosures	21

Item 5.	Other Information	21

Item 6.	Exhibits	21

SIGNATURES		22

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EXPLANATORY NOTE

Lefteris Acquisition Corp. (the “Company,” “we,” “us” or “our”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021 (this “Quarterly Report”) to amend and restate certain terms in its Quarterly Report on Form 10-Q for the quarterly period September 30, 2021 originally filed with the Securities and Exchange Commission (the “SEC”) on November 15, 2021 (the “Original Quarterly Report”).

Background of Restatement

All of the shares of Class A common stock held by the Company’s public stockholders (the “Public Shares”) contain a redemption feature which provides each holder of such shares with the opportunity to have their shares redeemed, and management has no control over which Public Shares will be redeemed. ASC 480-10-S99-3A provides that redemption provisions not solely within the control of the issuer require shares subject to redemption to be classified outside of permanent equity. Furthermore, ASC 480-10-25-6(b) provides guidance stating that in determining if an instrument is mandatorily redeemable, a provision that defers redemption until a specified liquidity level is reached would not affect classification of the instrument. As such, management has identified errors made in the historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Public Shares can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to its redemption value. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity as of the Initial Public Offering date and all subsequent reporting periods.

As a result, the Company’s management, together with the Audit Committee, determined that the Company’s financial statements and other financial data as of and for the three months ended March 31, 2021 and June 30, 2021 and for the six months ended June 30, 2021 should be restated in this Quarterly Report as a result of this error (see Note 2 of the financial statements included in this Quarterly Report). These restatements result in a change in the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. Further, there is no impact to the reported amounts for total assets, total liabilities, cash flows, or net income (loss) but earnings per share was impacted due to a change in presentation relating to the restatements.

The financial information that has been previously filed or otherwise reported for this period is superseded by the information in this Quarterly Report, and the financial statements and related financial information contained in the Original Quarterly Report should no longer be relied upon. On November 26, 2021, the Company filed a Current Report on Form 8-K disclosing the non-reliance on the financial statements included in the Original Quarterly Report.

Internal Control Considerations

In connection with the restatement, management has re-evaluated the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting as of September 30, 2021. The Company’s management has concluded that, in light of the errors described above, and the filing of the Form 10-Q, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. For a discussion of management’s consideration of our disclosure controls and procedures, internal controls over financial reporting, and the material weaknesses identified, see Part I, Item 4, “Controls and Procedures” of this Quarterly Report.

We are filing this Quarterly Report to amend and restate the Original Quarterly Report with modifications as necessary to reflect the restatements. The following items have been amended to reflect the restatements:

Part I. Item 1. Financial Statements

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

Part I. Item 4. Controls and Procedures

Part II. Item 1A. Risk Factors

In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Quarterly Report (Exhibits 31.1, 31.2, 32.1 and 32.2).

Except as described above, no other information included in the Original Quarterly Report is being amended or updated by this Quarterly Report and, other than as described herein, this Quarterly Report does not purport to reflect any information or events subsequent to the Original Quarterly Report. We have not amended our previously filed Quarterly Reports on Form 10-Q for the period affected by the restatement. This Quarterly Report continues to describe the conditions as of the date of the Original Quarterly Report and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Quarterly Report. Accordingly, this Quarterly Report should be read in conjunction with the Original Quarterly Report and with our filings with the SEC subsequent to the Original Quarterly Report.

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LEFTERIS ACQUISITION CORP.

CONDENSED BALANCE SHEETS

	September 30, 2021			December 31, 2020
	(Unaudited)
ASSETS
Current assets
Cash	$	70,520		$	1,017,569
Due from Sponsor		—			141,979
Prepaid expenses		256,369			416,800
Total Current Assets		326,889			1,576,348

Investments held in Trust Account		207,166,731			207,128,528
Total Assets	$	207,493,620		$	208,704,876

LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	1,975,734		$	520,828
Accrued offering costs		—			48,475
Promissory note — related party		—			170,337
Total Current Liabilities		1,975,734			739,640
Warrant liability		8,960,879			23,890,377
Deferred underwriting fee payable		7,248,463			7,248,463
Total Liabilities		18,185,076			31,878,480

Commitments and Contingencies

Class A common stock subject to possible redemption, 20,709,894 shares at September 30, 2021 and December 31, 2020 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 and 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 September 30, 2021 and December 31, 2020		518			518
Additional paid-in capital		—			—
Accumulated deficit		(17,790,914	)		(30,273,062	)
Total Stockholders’ Deficit		(17,790,396	)		(30,272,544	)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	207,493,620		$	208,704,876

The accompanying notes are an integral part of the unaudited condensed financial statements.

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LEFTERIS ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	For The Three Months Ended September 30,			For The Nine Months Ended September 30,			For the Period from August 20, 2020 (inception) through September 30,
	2021			2021			2020

General and administrative expenses	$	720,322		$	2,485,553		$	2,245
Loss from operations		(720,322	)		(2,485,553	)		(2,245	)

Other income (expense):
Interest earned on investments held in Trust Account		2,665			38,203			—
Change in fair value of warrant liabilities		3,138,074			14,929,498			—
Total other income		3,140,739			14,967,701			—

Income (loss) before provision for income taxes		2,420,417			12,482,148			(2,245	)
Benefit (provision) for income taxes		—			—			—
Net income (loss)	$	2,420,417		$	12,482,148		$	(2,245	)

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	$	0.09		$	0.48		$	—

Basic and diluted weighted average shares outstanding of Class B non-redeemable common stock		5,177,473			5,177,473			5,750,000
Basic and diluted net income per share, Class B non-redeemable common stock	$	0.09		$	0.48		$	—

The accompanying notes are an integral part of the unaudited condensed financial statements.

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LEFTERIS ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

	Class A Common Stock				Class B Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance – January 1, 2021		—	$	—		5,177,473	$	518	$	—	$	(30,273,062	)	$	(30,272,544	)

Net income		—		—		—		—		—		9,777,857			9,777,857

Balance – March 31, 2021 (unaudited, restated)		—	$	—		5,177,473	$	518	$	—	$	(20,495,205	)	$	(20,494,687	)

Net income		—		—		—		—		—		283,874			283,874

Balance – June 30, 2021 (unaudited, restated)		—	$	—		5,177,473	$	518	$	—	$	(20,211,331	)	$	(20,210,813	)

Net income		—		—		—		—		—		2,420,417			2,420,417

Balance – September 30, 2021 (unaudited)		—	$	—		5,177,473	$	518	$	—	$	(17,790,914	)	$	(17,790,396	)

FOR THE PERIOD FROM AUGUST 20, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020

	Class A Common Stock				Class B Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance – August 20, 2020 (inception)		—	$	—		—	$	—	$	—	$	—		$	—

Issuance of Class B common stock to Sponsor (1)		—		—		5,750,000		575		24,425		—			25,000

Net loss		—		—		—		—		—		(2,245	)		(2,245	)

Balance – September 30, 2020 (unaudited)		—	$	—		5,750,000	$	575	$	24,425	$	(2,245	)	$	(22,755	)

(1)

Included an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment was not exercised in full or in part by the underwriters (see Note 5). On September 16, 2020, the Company effected a stock dividend of 1,437,500 shares and on October 20, 2020, the Company canceled 718,750 shares of Class B common stock, resulting in an aggregate of 5,750,000 shares of Class B common stock outstanding (see Note 5). All share and per-share amounts have been retroactively restated to reflect the share transactions.

The accompanying notes are an integral part of the unaudited condensed financial statements.

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LEFTERIS ACQUISITION CORP.

CONDENSED STATEMENT OF CASH FLOWS

(Unaudited)

	Nine months Ended September 30,			For the Period from August 20, 2020 (Inception) Through September 30,
	2021			2020
Cash Flows from Operating Activities:
Net income (loss)	$	12,482,148		$	(2,245	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of warrant liabilities		(14,929,498	)		—
Interest earned on investments held in Trust Account		(38,203	)		—
Changes in operating assets and liabilities:
Prepaid expenses		160,431			—
Accounts payable		1,454,906			2,165
Due from sponsor		141,979			—
Net cash used in operating activities		(728,237	)		(80	)

Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor		—			25,000
Proceeds from promissory note – related party		—			65,000
Repayment of promissory note – related party		(170,337	)		—
Payment of offering costs		(48,475	)		(84,723	)
Net cash (used in) provided by financing activities		(218,812	)		5,277

Net Change in Cash		(947,049	)		5,197
Cash – Beginning of period		1,017,569			—
Cash – End of period	$	70,520		$	5,197

Non-Cash investing and financing activities:
Initial classification of Class A common stock subject to possible redemption	$	188,110,694			—
Accretion of carrying value to redemption value		18,988,246			—
Class A common stock subject to possible redemption		207,098,940			—
Offering costs included in accrued offering costs	$	48,475		$	249,038
Offering costs paid through promissory note	$	—		$	600

The accompanying notes are an integral part of the unaudited condensed financial statements.

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LEFTERIS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

(Unaudited)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Lefteris Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on August 20, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2021, the Company had not commenced any operations. All activity for the period from August 20, 2020 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income its investments.

The registration statement for the Company’s Initial Public Offering was declared effective on October 20, 2020. On October 23, 2020 the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $200,000,000 which is described in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,000,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Lefteris Holdings, LLC (the “Sponsor”), generating gross proceeds of $6,000,000, which is described in Note 5.

Following the closing of the Initial Public Offering on October 23, 2020, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

On November 17, 2020, the Company consummated the sale of an additional 709,894 Units through the underwriters’ election to partially exercise their over-allotment option, at $10.00 per Unit, and the sale of an additional 94,653 Private Placement Warrants, at $1.50 per Private Warrant, generating total gross proceeds of $7,240,919. A total of $7,098,940 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $207,098,940.

Transaction costs amounted to $11,808,264, consisting of $4,141,979 in cash underwriting fees, $7,248,463 of deferred underwriting fees and $417,822 of other offering costs. Transaction costs charged to equity amounted to $11,365,513. Transactions costs expensed as of the date of the Initial Public Offering totaled $442,751.

SEC Form 10-Q/A filed by Lefteris Acquisition Corp. (Amendment)