10-K/A 1 brhc10031440_10ka.htm 10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 2

(Mark One)

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

For the period from August 20, 2020 (inception) through 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

L&F Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-39722		98-1557361
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

150 North Riverside Plaza, Suite 5200 Chicago, Illinois		60606
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (312) 705-2786

Not Applicable

(Former name or former address, if changed since last report)

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 Class A ordinary share, 0.0001 par value, and one-half of one warrant	LNFA.U	The New York Stock Exchange

Class A ordinary shares included as part of the units	LNFA	The New York Stock Exchange

Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of 11.50	LNFA WS	The New York Stock Exchange

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

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 Exchange 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 and post 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 definition 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 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. ☐

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 June 30, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, the registrant’s securities were not publicly traded. The registrant’s units began trading on The New York Stock Exchange (“NYSE”) on November 19, 2020 and the registrant’s Class A ordinary shares par value $0.0001 (the “Class A ordinary shares”) and warrants began trading on the NYSE on January 7, 2021. The aggregate market value of the ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for the ordinary shares on February 26, 2021 (as of the date of this Report the shares had not yet been trading for a full quarter), as reported on the NYSE, was $175,432,500.

As of December 8, 2021, 17,250,000 Class A ordinary shares, par value $0.0001, and 4,312,500 Class B ordinary shares, par value $0.0001, were issued and outstanding.

Documents Incorporated by Reference: None.

Explanatory Note

References throughout this Amendment No. 2 to the Annual Report on Form 10-K to “we,” “us,” the “Company” or “our company” are to LF Acquisition Corp., unless the context otherwise indicates.

This Amendment No. 2 (“Amendment No. 2”) to the Annual Report on Form 10-K/A amends Amendment No. 1 to the Annual Report on Form 10-K/A of L&F Acquisition Corp. as of and for the period ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on May 28, 2021 (the “First Amended Filing”).

The Company has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable Class A ordinary shares, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “IPO”) on November 23, 2020. Historically, a portion of the Public Shares was classified as permanent equity to maintain shareholders’ equity greater than $5 million on the basis that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Company’s amended and restated certificate of incorporation (the “Charter”). Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity regardless of the net tangible assets redemption limitation contained in the Charter. In addition, in connection with the change in presentation for the Public Shares, the Company determined it should restate its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company.

Therefore, on November 12, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued (i) audited balance sheet as of November 23, 2020 (the “Post IPO Balance Sheet”), as previously revised in the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2020, filed with the SEC on May 28, 2021 (“2020 Form 10-K/A No. 1”), (ii) audited financial statements included in the 2020 Form 10-K/A No. 1, (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 28, 2021; and (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 13, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company will restate its financial statements for the Affected Periods in this Form 10-K/A for the Post IPO Balance Sheet and the Company’s audited financial statements included in the 2020 Form 10-K/A No. 1, and the unaudited condensed financial statements for the periods ended March 31, 2021 and June 30, 2021 in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, to be filed with the SEC (the “Q3 Form 10-Q”).

The restatement does not have an impact on its cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”).

The Company’s management has concluded that a material weakness remains in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in more detail in the Q3 Form 10-Q.

We are filing this Amendment No. 2 to amend and restate the First Amended Filing with modification as necessary to reflect the restatements. The following items have been amended to reflect the restatements:

•

Item 1A. Risk Factors

•

Item 7. Management’s discussion and analysis of financial condition and results of operations.

•

Item 8. Financial Statements and Supplementary Data

•

Item 9A. Controls and Procedures

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 Form 10-K/A (Exhibits 31.1, 31.2, 32.1 and 32.2).

Except as described above, no other information included in the Annual Report on Form 10-K of L&F Acquisition Corp. as of and for the period ended December 31, 2020, as filed with the SEC on March 30, 2021 (the “Original Filing”) or the First Amended Filing is being amended or updated by this Amendment No. 2 and, other than as described herein, this Amendment No. 2 does not purport to reflect any information or events subsequent to the Original Filing or the First Amended Filing. We have not amended our previously filed Quarterly Report on Form 10-Q for the period affected by the restatement or our previously filed balance sheet, dated November 23, 2020, on Form 8-K. This Amendment No. 2 continues to describe the conditions as of the date of the Original Filing or the First Amended Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing or the First Amended Filing. Accordingly, this Amendment No. 2 should be read in conjunction with the Original Filing and the First Amended Filing and with our filings with the SEC subsequent to the Original Filing.

TABLE OF CONTENTS

		Page

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY		2

PART I		3

Item 1.	Business	3

Item 1A.	Risk Factors (Restated)	22

Item 1B.	Unresolved Staff Comments	53

Item 2.	Properties	53

Item 3.	Legal Proceedings	53

Item 4.	Mine Safety Disclosures	53

PART II		54

Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	54

Item 6.	Selected Financial Data	55

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (Restated)	55

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	57

Item 8.	Financial Statements and Supplementary Data (Restated)	58

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	58

Item 9A.	Controls and Procedures (Restated)	58

PART III		59

Item 10.	Directors, Executive Officers and Corporate Governance	59

Item 11.	Executive Compensation	67

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	69

Item 13.	Certain Relationships and Related Transactions, and Director Independence	70

Item 14.	Principal Accountant Fees and Services	71

PART IV		73

Item 15.	Exhibits, financial Statement Scheudles	73

Item 16.	Form 10-K Summary	74

Name	Age	Position
Jeffrey C. Hammes	61	Chairman
Adam Gerchen	39	Chief Executive Officer and Director
Richard Levy	48	Director
Tom Gazdziak	33	Chief Financial Officer
Senator Joseph Lieberman	79	Director
Albert Goldstein	40	Director

Individuals	Entity	Entity’s Business	Affiliation
Jeffrey C. Hammes	Kirkland & Ellis LLP	Law Practice	Chair Emeritus
Adam Gerchen	Keller Lenker	Law Practice	Chief Executive Officer
	Bridge Legal	Billing Platform	Owner and Board Director
	Chairman of Thora Capital	Alternative Investment Advising	Co-Founder and Chairman
	Heyday Technologies, Inc.	E-Commerce	Co-Founder and Executive Chairman
Richard Levy	Victory Park Capital Advisors, LLC	Registered investment advisor	Chief Executive Officer and Founder
	Giordano’s	Food & Beverage	Director
	Caribbean Financial Group	Consumer Finance	Director
	United Automobile Insurance Company	Insurance	Director
Tom Gazdziak	Victory Park Capital Advisors, LLC	Registered investment advisor	Fund Controller
Senator Joseph Lieberman	Kasowitz, Benson & Torres LLP	Law Firm	Law Firm
	Park Hotels & Resorts, Inc.	Real Estate Investment Trust	Director
Albert Goldstein	StoicLane Holdings, Inc.	Investment Holding Company	Chairman, CEO
	Avant, Inc.	Challenger Bank	Chairman
	Amount, Inc	Technology Platform	DirectorChairman
	SpringCoin, Inc. dba Spring Labs	Blockchain	Director
	I2R Holdings, LLC	Electricity and Solar Power Provider	Director

	Class B ordinary shares					Class A ordinary shares
Name of Beneficial Owners(1)	Number of Shares Beneficially Owned		Approximate Percentage of Class(2)			Number of Shares Beneficially Owned		Approximate Percentage of Class
JAR Sponsor LLC(3) (our sponsor)		4,242,500		98.3	%		—		19.6	%
Jeffrey C. Hammes		—		—			—		—
Adam Gerchen		—		—			—		—
Richard Levy		—		—			—		—
Tom Gazdziak		—		—			—		—
Senator Joseph Lieberman		50,000		*			—		—
Albert Goldstein		20,000		*			—		—
Integrated Core Strategies (US) LLC(4)		—		—			830,000		5.5	%
Corbin Capital Partners, L.P.(5)		—		—			1,485,000		9.9	%
Citadel Advisors LLC(6)		—		—			870,009

SEC Form 10-K/A filed by L&amp;F Acquisition Corp. (Amendment)

SEC Form 10-K/A filed by L&F Acquisition Corp. (Amendment)