10-K 1 brhc10021922_10k.htm 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

☒

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

For the fiscal year ended December 31, 2020

☐

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

For the transition period from to

Commission file number 001-39140

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)		(Zip Code)

Registrant’s telephone number, including area code: (617) 510-1991

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

Title of each class	Trading Symbol	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

Redeemable common stock included as part of the units	LFTR	The Nasdaq Stock Market LLC

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

Securities registered pursuant to Section 12(g) of the Act: None

☐ Yes ☒ No

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

☒ Yes ☐ No

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).

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 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.

☐ Yes ☒ No

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

☒ Yes ☐ No

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

There was no aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, because the registrant’s common equity was not trading on any exchange on that date.

As of March 30, 2021, 20,709,894 Class A ordinary shares, $0.0001 par value, and 5,177,473 Class B ordinary shares, $0.0001 par value, were issued and outstanding.

TABLE OF CONTENTS

PART I			2

	Item 1A.	Risk Factors.	13

	Item 1B.	Unresolved Staff Comments	43

	Item 2.	Properties	43

	Item 3.	Legal Proceedings	43

	Item 4.	Mine Safety Disclosures	43

PART II			44

	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuers Purchases of Equity Securities	44

	Item 6.	Selected Financial Data	44

	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44

	Item 7a.	Quantitative and Qualitative Disclosures About Market Risk	47

	Item 8.	Consolidated Financial Statements and Supplementary Data	47

	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	47

	Item 9A.	Controls and Procedures	47

	Item 9B.	Other Information	48

PART III			48

	Item 10.	Directors, Executive Officers, and Corporate Governance	48

	Item 11.	Executive Compensation	53

	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	54

	Item 13.	Certain Relationships and Related Transactions, and Director Independence	55

	Item 14.	Principal Accountant Fees and Services	57

PART IV			58

	Item 15.	Exhibits and Financial Statement Schedules	58

	Item 16.	Form 10-K Summary	59

Name	Age	Title
Mark Casady	60	Chairman of the Board of Directors
Karl Roessner	53	Chief Executive Officer and Director
Jon Isaacson	50	Chief Financial Officer and Chief Corporate Development Officer
David Bergers	53	General Counsel
Ryan Parker	46	Vice Chairman
Asiff Hirji	54	Director
Charles Roame	55	Director
April Rudin	60	Director

	Class A Common Stock					Class B Common Stock⁽²⁾
Name of Beneficial Owner	Number of Shares Beneficially Owned		Approximate Percentage of Class			Number of Shares Beneficially Owned		Approximate Percentage of Class			Approximate Percentage of Outstanding Common Stock
Lefteris Holdings LLC ⁽³⁾		-		-			5,087,473		99.0	%		19.6	%
Mark Casady ⁽³⁾		-		-			5,087,473		99.0	%		19.6	%
Karl Roessner		-		-			-		-			-
Jon Isaacson		-		-			-		-			-
David Bergers		-		-			-		-			-
Ryan Parker		-		-			-		-
Asiff Hirjii ⁽²⁾		-		-			30,000		*			*
Charles Roame ⁽²⁾		-		-			30,000		*			*
April Rudin⁽²⁾		-		-			30,000		*			*
Linden Advisors Siu Min Wong ⁽¹⁾		1,750,000		8.5	%		-		-			6.8	%
Linden GP Linden Capital ⁽¹⁾		1,582,753		8.9	%		-		-			6.1	%
All officers, directors and director nominees as a group (8 individuals)		-		-			5,117,473		100.0	%		19.8	%

	Page
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheet	F-3
Statement of Operations	F-4
Statement of Changes in Stockholders’ Equity	F-5
Statement of Cash Flows	F-6
Notes to Financial Statements	F-7

Exhibit number		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

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))

10.2		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)

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

24.1		Power of Attorney (included on signature page)

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		Interactive Data File

	By:	/s/ Karl Roessner
		Name: Karl Roessner
		Title: Chief Executive Officer

Signature	Title	Date

/s/ Mark Casady	Chairman of the Board of Directors	March 30, 2021
Mark Casady

/s/ Karl Roessner	Chief Executive Officer and Director (Principal Executive Officer)	March 30, 2021
Karl Roessner

/s/ Jon Isaacson	Chief Financial Officer and Chief Corporate Development Officer (Principal Financial Officer and Principal Accounting Officer)	March 30, 2021
Jon Isaacson

/s/ David Bergers	General Counsel	March 30, 2021
David Bergers

/s/ Ryan Parker	Vice Chairman	March 30, 2021
Ryan Parker

/s/ April Rudin	Director	March 30, 2021
April Rudin

/s/ Asiff Hirji	Director	March 30, 2021
Asiff Hirji

/s/ Charles Roame	Director	March 30, 2021
Charles Roame

Report of Independent Registered Public Accounting Firm	F-2
Financial Statements:
Balance Sheet	F-3
Statement of Operations	F-4
Statement of Changes in Stockholders’ Equity	F-5
Statement of Cash Flows	F-6
Notes to Financial Statements	F-7 to F-18

ASSETS
Current assets
Cash	$	1,017,569
Due from Sponsor		141,979
Prepaid expenses		416,800
Total Current Assets		1,576,348

Cash and Investments held in Trust Account		207,128,528
Total Assets	$	208,704,876

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accrued expenses	$	520,828
Accrued offering costs		48,475
Advances — related party		170,337
Total Current Liabilities		739,640

Deferred underwriting fee payable		7,248,463
Total Liabilities		7,988,103

Commitments and contingencies

Class A common stock subject to possible redemption, 19,571,677 shares at $10.00 per share redemption value		195,716,770

Stockholders’ Equity
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; 1,138,217 issued and outstanding (excluding 19,571,667 shares subject to possible redemption)		114
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,177,473 shares issued and outstanding		518
Additional paid-in capital		5,740,253
Accumulated deficit		(740,882	)
Total Stockholders’ Equity		5,000,003
Total Liabilities and Stockholders’ Equity	$	208,704,876

General and administrative expenses	$	770,470
Loss from operations		(770,470	)

Other income:
Interest earned on investments held in Trust Account		29,588
Net loss	$	(740,882	)

Weighted average shares outstanding of Class A redeemable common stock		20,459,343
Basic and diluted income per share, Class A redeemable common stock	$	—

Weighted average shares outstanding of Class A and Class B non-redeemable common stock		5,059,158
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock	$	(0.15	)

	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		—			—			5,750,000			575			24,425			—			25,000

Sale of 20,709,894 Units, net of underwriting discounts		20,709,894			2,071			—			—			195,288,605			—			195,290,676

Sale of 4,094,653 Private Placement Warrants		—			—			—			—			6,141,979			—			6,141,979

Forfeiture of Founder Shares		—			—			(572,527	)		(57	)		57			—			—

Common stock subject to possible redemption		(19,571,677	)		(1,957	)		—			—			(195,714,813	)		—			(195,716,770	)

Net loss		—			—			—			—			—			(740,882	)		(740,882	)

Balance – December 31, 2020		1,138,217		$	114			5,177,473		$	518		$	5,740,253		$	(740,882	)	$	5,000,003

Cash Flows from Operating Activities:
Net loss	$	(740,882	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments held in Trust Account		(29,588	)
Changes in operating assets and liabilities:
Prepaid expenses		(416,800	)
Accrued expenses		520,828
Net cash used in operating activities		(666,442	)

Cash Flows from Investing Activities:
Investment of cash into Trust Account		(207,098,940	)
Net cash used in investing activities		(207,098,940	)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		202,956,961
Proceeds from sale of Private Placement Warrants		6,141,979
Proceeds from issuance of Class B common stock to Sponsor		25,000
Proceeds from advances – related party		169,737
Due from Sponsor		(141,979	)
Payment of offering costs		(368,747	)
Net cash provided by financing activities		208,782,951

Net Change in Cash		1,017,569
Cash – Beginning of period		—
Cash – End of period	$	1,017,569

Non-Cash Financing Activities:
Initial classification of Class A common stock subject to possible redemption	$	196,382,490
Change in value of Class A common stock subject to possible redemption	$	(665,720	)
Offering costs included in accrued offering costs	$	48,475
Offering costs paid through advances – related party	$	600
Deferred underwriting fee payable	$	7,248,463
Forfeiture of Founder Shares	$	(57	)

SEC Form 10-K filed by Lefteris Acquisition Corp.