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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-Q

10-Q/A
Amendment No. 1
☒

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

For the quarterly period ended March 31,September 30, 2021

OR

☐

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

For the transition period from________________ to________________

from

to
Commission File Number:
001-40168

LERER HIPPEAU ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware
 
86-1418494

(State or other jurisdiction

of

incorporation or organization)

 

(IRS Employer

Identification No.)

100 Crosby Street, Suite 201

New York, New York

 
10012
(Address Of Principal Executive Offices)
 
(Zip Code)

(646)

(
646
)
237-
4837

Registrant’s telephone number, including area code

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(s)

 

Name of each exchange

on which registered

Class A common stock, $0.0001 par value
 
LHAA
 
The
Nasdaq Capital
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, 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 14, 2021,
February 2
, 2022,
 22,951,509 Class A common shares, par value $0.0001 per share, and 5,566,546 Class B common shares, par value $0.0001 per share, were issued and outstanding, respectively.

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EXPLANATORY NOTE
References throughout this Amendment No. 1 to the Quarterly Report on Form
10-Q
to “we,” “us,” the “Company” or “our company” are to Lerer Hippeau Acquisition Corp., unless the context otherwise indicates.
This Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form
10-Q/A
amends the Quarterly Report on Form
10-Q
of Lerer Hippeau Acquisition Corp. as of and for the periods ended September 30, 2021, as filed with the Securities and Exchange Commission (“SEC”) on November 9, 2021 (the “Original Filing”).
On November 9, 2021, Lerer Hippeau Acquisition Corp. (the “Company”) filed its Form
10-Q
for the quarterly period ending September 30, 2021 (the “Q3 Form
10-Q”),
which included a section within Note 2, Revision of Previously Reported Financial Statements, (“Note 2”) that described a revision to the Company’s classification of its Class A common stock subject to redemption issued in the Company’s initial public offering (“IPO”) on March 9, 2021. As described in Note 2, upon its IPO, the Company classified a portion of its Class A common stock issued in the IPO (“Public Shares”) as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Also as described in Note 2, the Company’s management revised this interpretation to include temporary equity in tangible assets and present all Public Shares as temporary equity. This resulted in an adjustment to the initial carrying value of its 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.
In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the
two-class
method.
The Company determined the changes were not qualitatively material to the Company’s previously issued financial statements and did not restate its financial statements. Instead, the Company revised its previously reported financial statements in Note 2 to its Q3 Form
10-Q.
Although the qualitative factors that management assessed tended to support a conclusion that the misstatements were not material, these factors were not strong enough to overcome the significant quantitative errors in the financial statements. The qualitative and quantitative factors support a conclusion that the misstatements are material on a quantitative basis. Management concluded that the misstatement was such of magnitude that it is probable that the judgment of a reasonable person relying upon the financial statements would have been influenced by the inclusion or correction of the foregoing items. As such, upon further consideration of the change, the Company determined the change in classification of the Public Shares and change to its presentation of earnings per share is material quantitatively and it should restate its previously issued financial statements.
Therefore, on December 22, 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 revision to the (i) unaudited interim financial statements for the quarterly period ended March 31, 2021, initially reported in the Q1 Form
10-Q
and previously reported as revised in the Original Filing; (ii) 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 12, 2021, and previously reported as revised in the Original Filing, and (iii) Note 2 to the unaudited interim financial statements and Item 4 of Part 1 included in the Company’s Quarterly Report on Form
10-Q
for the quarterly period ended September 30, 2021, filed with the SEC on November 9, 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 has restated these financial statements for the Affected Periods and the Post-IPO Balance Sheet will be restated in a subsequent filing.
The restatement does not have an impact on its cash position or cash held in the trust account established in connection with the IPO (the “Trust Account”).
After
re-evaluation,
the Company’s management has concluded that in light of the errors described above, a material weakness existed in the Company’s internal control over financial reporting during the Affected Periods and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness is described in more detail in the Item 4 – Controls and Procedures, contained herein.
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We are filing this Amendment No. 1 to amend and restate the Original Filing with modification as necessary to reflect the restatements. The following items have been amended to reflect the restatements:
Part I, Item 1. Condensed Consolidated 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 Form
10-Q/A
(Exhibits 31.1, 31.2, 32.1 and 32.2).
Except as described above, no other information included in the Quarterly Report on Form
10-Q
of Lerer Hippeau Acquisition Corp. as of and for the quarterly period ended September 30, 2021, as filed with the SEC on November 9, 2021 (the “Original Filing”) is being amended or updated by this Amendment No. 1 and, other than as described herein, this Amendment No. 1 does not purport to reflect any information or events subsequent to the Original Filing. We have not amended our previously filed Quarterly Reports on Form
10-Q
for the periods affected by the restatement. This Amendment No. 1 continues to describe the conditions as of the date of the Original Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing.
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LERER HIPPEAU ACQUISITION CORP.

Form
10-Q

For the Quarterly Period From January 12,Ended September 30, 2021 (Inception) Through March 31, 2021

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Page
 

PART I. FINANCIAL INFORMATION

  

Item 1.

 

Item 1.
Condensed Financial Statements (Unaudited)

   1 
 

Unaudited Condensed Balance Sheet as of March 31,September 30, 2021

   1 
 

Unaudited Condensed Statements of Operations for the three months ended September 30, 2021 and for the period from January 12, 2021 (inception) through March 31,September 30, 2021

   2 
 

Unaudited Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three months ended September 30, 2021 and for the period from January 12, 2021 (inception) through March 31,September 30, 2021

   3 
 

Unaudited Condensed StatementsStatement of Cash Flows for the period from January 12, 2021 (inception) through March 31,September 30, 2021

   4 
 

Notes to Unaudited Condensed Financial Statements (restated)

   5 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   1518 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

   1922 

Item 4.

 

Controls and Procedures (restated)

   1922 

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

   19 

Item 1A.

1.
 

Risk FactorsLegal Proceedings

   2023 

Item 2.

1A.
 

Risk Factors
23
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities

   2023 

Item 3.

 

Defaults Upon Senior Securities

   2124 

Item 4.

 

Mine Safety Disclosures

   2124 

Item 5.

 

Other Information

   2124 

Item 6.

 

Exhibits

   2124 

Signatures

   2225 

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PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements (Unaudited)

LERER HIPPEAU ACQUISITION CORP.

UNAUDITED CONDENSED BALANCE SHEET

MARCH 31,

SEPTEMBER 30, 2021

Assets:

  

Current assets:

  

Cash

  $2,157,623 

Prepaid expenses

   883,372 
  

 

 

 

Total current assets

   3,040,995 

Investments held in Trust Account

   222,665,088 
  

 

 

 

Total Assets

  $225,706,083 
  

 

 

 

Liabilities and Stockholders’ Equity:

  

Current liabilities:

  

Accounts payable

  $1,261,862 

Accrued expenses

   74,321 

Franchise tax payable

   32,672 
  

 

 

 

Total current liabilities

   1,368,855 

Deferred underwriting commissions

   7,793,165 
  

 

 

 

Total liabilities

   9,162,020 

Commitments and Contingencies

  

Class A common stock, $0.0001 par value; 21,154,406 shares subject to possible redemption at $10.00 per share

   211,544,060 

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; 200,000,000 shares authorized; 1,797,103 shares issued and outstanding (excluding 21,154,406 shares subject to possible redemption)

   180 

Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,566,546 shares issued and outstanding

   557 

Additional paid-in capital

   5,117,861 

Accumulated deficit

   (118,595) 
  

 

 

 

Total stockholders’ equity

   5,000,003 
  

 

 

 

Total Liabilities and Stockholders’ Equity

  $225,706,083 
  

 

 

 

Assets:
     
Current assets:
     
Cash
  $648,377 
Prepaid expenses
   663,020 
   
 
 
 
Total current assets
   1,311,397 
Investments held in Trust Account
   222,675,973 
   
 
 
 
Total Assets
  
$
223,987,370
 
   
 
 
 
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit:
     
Current liabilities:
     
Accounts payable
  $8,387 
Accrued expenses
   140,115 
Franchise tax payable
   143,562 
   
 
 
 
Total current liabilities
   292,064 
Deferred underwriting commissions
   7,793,165 
   
 
 
 
Total liabilities
   8,085,229 
Commitments and Contingencies
   0 
Class A common stock subject to possible redemption, $0.0001 par value; 22,266,185
shares issued and outstanding at a redemption value of
$10.00 per share
   222,661,850 
Stockholders’ Deficit:
     
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding
   0—   
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 685,324
non-redeemable shares
issued and outstanding (excluding 22,266,185 shares subject to possible redemption)
   69 
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,566,546 shares issued and outstanding
   557 
Additional
paid-in
capital
   0   
Accumulated deficit
   (6,760,335) 
   
 
 
 
Total stockholders’ deficit
   (6,759,709) 
   
 
 
 
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit
  
$
223,987,370
 
   
 
 
 
The accompanying notes are an integral part of these unaudited condensed financial statements.

1
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LERER HIPPEAU ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTSTATEMENTS OF OPERATIONS

For the Period from January 12, 2021 (inception) through March 31, 2021

General and administrative expenses

  $80,774 

Administrative expenses—related party

   8,387 

Franchise tax expenses

   32,672 
  

 

 

 

Loss from operations

   (121,833) 

Gain on investments held in Trust Account

   3,238 
  

 

 

 

Net loss

  $(118,595) 
  

 

 

 

Basic and diluted weighted average shares outstanding of Class A redeemable common stock

   22,266,185 
  

 

 

 

Basic and diluted net income per share, Class A redeemable common stock

  $—   
  

 

 

 

Basic and diluted weighted average shares outstanding of Class A and Class B non-redeemable common stock

   5,405,535 
  

 

 

 

Basic and diluted net loss per share, Class A and Class B non-redeemable common stock

  $(0.02) 
  

 

 

 

   
For The Three
Months Ended
September 30,
2021
  
For The
Period From
January
 
12,
2021
(inception)
through
September 30,
2021
 
General and administrative expenses
  $297,434  $562,691 
Administrative expenses
—
related party
   30,000   68,387 
Franchise tax expenses
   50,411   143,562 
   
 
 
   
 
 
 
Loss from operations
   (377,845)  (774,640)
Gain on investments held in Trust Account
   2,865   14,123 
   
 
 
   
 
 
 
Net loss
  $(374,980)
 
 $(760,517)
 
   
 
 
   
 
 
 
Weighted average shares outstanding of Class A common stock, basic and diluted
   22,951,509   18,614,216 
   
 
 
   
 
 
 
Basic and diluted net loss per share, Class A common stock
  $(0.01) $(0.03)
   
 
 
   
 
 
 
Weighted average shares outstanding of Class B common stock, basic and diluted
   5,566,546   5,459,482 
   
 
 
   
 
 
 
Basic and diluted net loss per share, Class B common stock
  $(0.01) $(0.03)
   
 
 
   
 
 
 
The accompanying notes are an integral part of these unaudited condensed financial statements.

2
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LERER HIPPEAU ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

DEFICIT
For the Three Months Ended September 30, 2021 and the Period from January 12, 2021 (inception) through March 31,September 30, 2021

   Common Stock        Total 
   Class A  Class B  Additional Paid-In  Accumulated  Stockholders’ 
   Shares  Amount  Shares  Amount  Capital  Deficit  Equity 

Balance - January 12, 2021 (inception)

   —    $—     —    $—    $—    $—    $—   

Issuance of Class B common stock to Sponsor

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

Sale of shares in initial public offering, gross

   22,266,185   2,227   —     —     222,659,623   —     222,661,850 

Offering costs

   —     —     —     —     (12,877,432)   —     (12,877,432) 

Sale of private placement shares to Sponsor in private placement

   685,324   69   —     —     6,853,171   —     6,853,240 

Forfeiture of Class B common stock

   —     —     (183,454)   (18)   18   —     —   

Common stock subject to possible redemption

   (21,154,406)   (2,116)   —     —     (211,541,944)   —     (211,544,060) 

Net loss

   —     —     —     —     —     (118,595)   (118,595) 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance - March 31, 2021 (unaudited)

   1,797,103  $180   5,566,546  $557  $5,117,861  $(118,595)  $5,000,003 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

   
Common Stock
        
Total
Stockholders’
Deficit
 
   
Class A
   
Class B
  
Additional
Paid-In

Capital
  
Accumulated
Deficit
 
   
Shares
   
Amount
   
Shares
  
Amount
 
Balance
—
January 12, 2021 (inception)
  
 
0—  
 
  
$
—  
 
  
 
—  
 
 
$
 
—  
 
 
$
—  
 
 
$
—  
 
 
$
0—
 
Issuance of Class B common stock to Sponsor
   0—      —      5,750,000   575   24,425   —     25,000 
Sale of private placement shares to Sponsor in private placement
   685,324    69    —     —     6,853,171   —     6,853,240 
Forfeiture of Class B common stock
   —      —      (183,454)   (18)   18   —     —   
Accretion of Class A common stock subject to possible redemption
   —      —      —     —     (6,877,614)   (5,999,818)   (12,877,432) 
Net loss
   —      —      —     —     —     (118,595)   (118,595) 
   
 
 
   
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Balance—March 31, 2021 (unaudited) (Restated, see Note 2)
  
 
685,324
 
  
 
69
 
  
 
5,566,546
 
 
 
557
 
 
 
—  
 
 
 
(6,118,413
) 
 
 
(6,117,787
) 
Net loss
  
 
—  
 
  
 
—  
 
  
 
—  
 
 
 
—  
 
 
 
—  
 
  (266,942)   (266,942) 
   
 
 
   
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Balance—June 30, 2021 (unaudited) (Restated, see Note 2)
  
 
685,324
 
  
 
69
 
  
 
5,566,546
 
 
 
557
 
 
 
—  
 
 
 
(6,385,355
) 
 
 
(6,384,729
) 
Net loss
  
 
—  
 
  
 
—  
 
  
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
(374,980)   (374,980
)
 
   
 
 
   
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Balance—September 30, 2021 (unaudited)
  
 
685,324
 
  
$
69
 
  
 
5,566,546
 
 
$
 557
 
 
$
—  
 
 
$
(6,760,335
) 
$
(6,759,709
)
   
 
 
   
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
The accompanying notes are an integral part of these unaudited condensed financial statements.

3
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LERER HIPPEAU ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

For the Period from January 12, 2021 (inception) through March 31,September 30, 2021

Cash Flows from Operating Activities:

  

Net loss

  $(118,595) 

Adjustments to reconcile net loss to net cash used in operating activities:

  

Gain on investments held in Trust Account

   (3,238) 

Changes in operating assets and liabilities:

  

Prepaid expenses

   (883,372) 

Accounts payable

   943,568 

Accrued expenses

   4,321 

Franchise tax payable

   32,672 
  

 

 

 

Net cash used in operating activities

   (24,644) 
  

 

 

 

Cash Flows from Investing Activities

  

Cash deposited in Trust Account

   (222,661,850) 
  

 

 

 

Net cash used in investing activities

   (222,661,850) 
  

 

 

 

Cash Flows from Financing Activities:

  

Repayment of note payment to related party

   (65,093) 

Proceeds from issuance of Class B common stock to Sponsor

   25,000 

Proceeds received from initial public offering, gross

   222,661,850 

Proceeds received from private placement

   6,853,240 

Offering costs paid

   (4,630,880) 
  

 

 

 

Net cash provided by financing activities

   224,844,117 
  

 

 

 

Net increase in cash

   2,157,623 

Cash—beginning of the period

   — 
  

 

 

 

Cash—end of the period

  $2,157,623 
  

 

 

 

Supplemental disclosure of noncash activities:

  

Offering costs included in accounts payable

  $318,294 
  

 

 

 

Offering costs included in accrued expenses

  $70,000 
  

 

 

 

Offering costs paid by related party under promissory note

  $65,093 
  

 

 

 

Deferred underwriting commissions in connection with the initial public offering

  $7,793,165 
  

 

 

 

Initial value of Class A common stock subject to possible redemption

  $211,596,640 
  

 

 

 

Change in value of Class A common stock subject to possible redemption

  $(52,580) 
  

 

 

 

Cash Flows from Operating Activities:
     
Net loss
  $(760,517)
Adjustments to reconcile net loss to net cash used in operating activities:
     
Gain on investments held in Trust Account
   (14,123) 
Changes in operating assets and liabilities:
     
Prepaid expenses
   (663,020) 
Accounts payable
   8,387 
Accrued expenses
   70,115 
Franchise tax payable
   143,562 
   
 
 
 
Net cash used in operating activities
   (1,215,596) 
   
 
 
 
Cash Flows from Investing Activities
     
Cash deposited in Trust Account
   (222,661,850) 
   
 
 
 
Net cash used in investing activities
   (222,661,850) 
   
 
 
 
Cash Flows from Financing Activities:
     
Repayment of note pay
able
to related party
   (65,093) 
Proceeds from issuance of Class B common stock to Sponsor
   25,000 
Proceeds received from initial public offering
   222,661,850 
Proceeds received from private placement
   6,853,240 
Offering costs paid
   (4,949,174) 
   
 
 
 
Net cash provided by financing activities
   224,525,823 
   
 
 
 
Net increase in cash
   648,377 
Cash
—
beginning of the period
   0—   
   
 
 
 
Cash
—
end of the period
  
$
648,377
 
   
 
 
 
Supplemental disclosure of noncash activities:
     
Offering costs included in accrued expenses
  $70,000 
   
 
 
 
Offering costs paid by related party under promissory note
  $65,093 
   
 
 
 
Deferred underwriting commissions in connection with the initial public offering
  $7,793,165 
   
 
 
 
The accompanying notes are an integral part of these unaudited condensed financial statements.

4
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LERER HIPPEAU ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1 —- Description of Organization and Business Operations

Lerer Hippeau Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on January 12, 2021. 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 an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of March 31,September 30, 2021, the Company had not commenced any operations. All activity for the period from January 12, 2021 (inception) through March 31,September 30, 2021, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since offering,the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates
non-operating
income in the form of interest and dividend income fromearned on the proceeds derived from the Initial Public OfferingTrust Account (as defined below). The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is LHAC Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 4, 2021. On March 9, 2021, the Company consummated its Initial Public Offering of 22,266,185 shares of Class A common stock, including the issuance of 2,266,185 shares of Class A common stock as a result of the underwriters’ partial exercise of its
their
over-allotment option, (each, a “Public Share” and collectively, the “Public Shares”) at $10.00 per share, generating gross proceeds of approximately $222.7 million, and incurring offering costs of approximately $12.9 million, inclusive of approximately $7.8 million in deferred underwriting commissions (Note 5).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 685,324 shares of Class A common stock (each, a “Private Placement Share” and collectively, the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating proceeds of approximately $6.9 million (Note 4).

Upon the closing of the Initial Public Offering and the Private Placement, approximately $222.7 million ($10.00 per Share)
share
) of the net proceeds of the sale of the Public Shares in the Initial Public Offering and of the Private Placement Shares in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule
2a-7
promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Act.

The Company will provide the holders (the “Public Stockholders”) of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares

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LERER HIPPEAU ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The
per-share
amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholderPublic Stockholder may elect to redeem theirits Public Shares irrespective of whether they voteit votes for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

The Certificate of Incorporation provides that a public stockholder,
Public Stockholder
, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor and the Company’s officers and directors (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or
pre-initial
Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 9, 2023, or during any extended period of time that it may have to consummate a Business Combination as a result of an amendment to the Certificate of Incorporation (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares and the Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets
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LERER HIPPEAU ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by

LERER HIPPEAU ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) notnor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company seeks to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s Independent Registered Public Accounting Firm)independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Account

.
Liquidity and Capital Resources

As of March 31,September 30, 2021, the Company had approximately $2.2 million$648,000 in its operating bank account and working capital of approximately $1.7$1.2 million (not taking into account approximately $33,000$144,000
 in
franchise
 tax obligations that may be paid using investment income earned in Trust Account).

The Company’s liquidity needs to date have been satisfied through a cash contribution of $25,000 from the Sponsor to purchase the Founder Shares (as defined in Note 4), the loan of approximately $65,000 from the Sponsor pursuant to the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on March 11, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of March 31,September 30, 2021, there were no0 amounts outstanding under any Working Capital Loan.

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Note 2 —- Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended September 30, 2021 and for the period from January 12, 2021 (inception) through March 31,September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021.

2021 or any future period.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statement(s)statements and notes thereto included in the Company’s final prospectus and Form 8-Kfiled with the SEC on March 5, 2021 and March 10, 2021, respectively.

2021.

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LERER HIPPEAU ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Restatement of Previously Reported Financial Statements
In preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should restate its financial statements to classify its Public Shares subject to possible redemption in temporary equity. In accordance with ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Public Shares in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its Certificate of Incorporation currently provides 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.
Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company restated this interpretation to include temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all redeemable Class A common stock as temporary equity and recognizes accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480.
In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form
8-K
filed with the SEC on March 15, 2021 (the
“Post-IPO
Balance Sheet”), and the Company’s Form
10-Qs
for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Periods should be restated to present its Public Shares subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to those periods in this quarterly report and the Post-IPO Balance Sheet will be restated in a subsequent filing.
Impact of the Restatement
The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. There is no impact to the reported amounts for total assets, total liabilities, cash flows, and net income (loss).
The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of March 31, 2021:
As of March 31, 2021 (unaudited)
  
As Reported
   
Adjustment
   
As Restated
 
Total assets
  
$
225,706,083
 
  $—     
$
225,706,083
 
Total liabilities
  
$
9,162,020
 
  $—     
$
9,162,020
 
Class A common stock subject to redemption at $10.00 per share
  $211,544,060   $11,117,790   $222,661,850 
Preferred stock
   0—      —      —   
Class A common stock
   180    (111)    69 
Class B common stock
   557    —      557 
Additional paid-in capital
   5,117,861    (5,117,861)    —   
Accumulated deficit
   (118,595)    (5,999,818)    (6,118,413) 
Total stockholders’ equity (deficit)
  
$
5,000,003
 
  
$
(11,117,790
) 
  
$
(6,117,787
) 
Total Liabilities, Class A common stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)
  
$
225,706,083
 
  
$
—  
 
  
$
225,706,083
 
Shares of Class A common stock subject to redemption
   21,154,406    1,111,779    22,266,185 
Shares of Class A common stock
   1,797,103    (1,111,779)    685,324 
The Company’s unaudited condensed statement of stockholders’ equity has been restated to refl
e
ct the changes to the impacted stockholders’ equity accounts described above.
The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed statement of cash flows for the three months ended March 31, 2021:
Three months ended March 31, 2021 (unaudited)
 
Supplemental Disclosure of Noncash Financing Activities
               
Initial value of Class A common stock subject to possible redemption
  $211,596,640   $(211,596,640)   $—   
Change in value of Class A common stock subject to possible redemption
  $(52,580)   $
52,580
 
  $—   
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LERER HIPPEAU ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of June 30, 2021:
As of June 30, 2021 (unaudited)
  
As Reported
   
Adjustment
   
As Restated
 
Total assets
  
$
224,323,964
 
  $—     
$
224,323,964
 
Total liabilities
  
$
8,046,843
 
  $—     
$
8,046,843
 
Class A common stock subject to redemption at $10.00 per share
  $211,277,120   $11,384,730   $222,661,850 
Preferred stock
   0—      —      —   
Class A common stock
   182    (113)    69 
Class B common stock
   557    —      557 
Additional paid-in capital
   5,384,799    (5,384,799)    —   
Accumulated deficit
   (385,537)    (5,999,818)    (6,385,355) 
Total stockholders’ equity (deficit)
  
$
5,000,001
 
  
$
(11,384,730
) 
  
$
(6,384,729
) 
Total Liabilities, Class A common stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)
  
$
224,323,964
 
  
$
—  
 
  
$
224,323,964
 
Shares of Class A common stock subject to redemption
   21,127,712    1,138,473    22,266,185 
Shares of Class A common stock
   1,823,797    (1,138,473)    685,324 
The Company’s unaudited condensed statement of stockholders’ equity has been r
e
stated to reflect the changes to the impacted stockholders’ equity accounts described above.
The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021:
Six months ended June 30, 2021 (unaudited)
 
Supplemental Disclosure of Noncash Financing Activities
               
Initial value of Class A common stock subject to possible redemption
  $211,596,640   $(211,596,640)   $—   
Change in value of Class A common stock subject to possible redemption
  $(319,520)   $319,520   $—   
In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has restated its earnings (loss) 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 participate pro rata in the income and losses of the Company. The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per common share is presented below for the Affected Quarterly Periods:
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LERER HIPPEAU ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
   
Earnings (Loss) Per Share
 
   
As Reported
   
Adjustment
   
As Restated
 
Three Months Ended March 31, 2021 (unaudited)
               
Net loss
  $(118,595)   $—     $(118,595) 
Weighted average shares outstanding - Class A common stock
   22,266,185    (14,831,189)    7,434,996 
Basic and diluted earnings per share - Class A common stock
  $—     $(0.01)   $(0.01) 
Weighted average shares outstanding - Class B common stock
   5,405,535    (222,006)    5,183,529 
Basic and diluted earnings per share - Class B common stock
  $(0.02)   $0.01   $(0.01) 
   
Earnings (Loss) Per Share
 
   
As Reported
   
  Adjustment  
   
As Restated
 
Three Months Ended June 30, 2021 (unaudited)
               
Net loss
  $(266,942)   $—     $(266,942) 
Weighted average shares outstanding - Class A common stock
   22,266,185    685,324    22,951,509 
Basic and diluted earnings per share - Class A common stock
  $—     $(0.01)   $(0.01) 
Weighted average shares outstanding - Class B common stock
   6,251,870    (685,324)    5,566,546 
Basic and diluted earnings per share - Class B common stock
  $(0.04)   $0.03   $(0.01) 
   
Earnings (Loss) Per Share
 
   
As Reported
   
Adjustment
   
As Restated
 
Six Months Ended June 30, 2021 (unaudited)
               
Net loss
  $(385,537)   $—     $(385,537) 
Weighted average shares outstanding - Class A common stock
   22,266,185    (6,115,123)    16,151,062 
Basic and diluted earnings per share - Class A common stock
  $—     $(0.02)   $(0.02) 
Weighted average shares outstanding - Class B common stock
   5,880,946    (482,265)    5,398,681 
Basic and diluted earnings per share - Class B common stock
  $(0.07)   $0.05   $(0.02) 
Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging
growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of estimates

The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period.


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LERER HIPPEAU ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2021 held outside the Trust Account.

September 30, 2021.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation Coverage limit of $250,000. As of March 31,September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Investment Securities

Investments Held in Trust Account

The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. TheWhen the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheetsheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in Gain ongain from investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

LERER HIPPEAU ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the unaudited condensed balance sheet.
Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

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

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

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LERER HIPPEAU ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of March 31, 2021, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s marketable securities held in Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less and are recognized at fair value. The fair value of marketable securities held in Trust Account is determined using quoted prices in active markets.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged against the carrying value of Class A common stock subject to stockholders’ equitypossible redemption upon the completion of the Initial Public Offering.

These costs amounted to approximately $12.9 million, consisting of approximately $4.5 million of underwriting fees, $7.8 million of deferred underwriting fees and $0.6 million of other offering costs.

Class A Common Stock Shares Subject to Possible Redemption

Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31,September 30, 2021, 21,154,40622,266,185 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional
paid-in
capital (to the extent available) and accumulated deficit.
Income Taxes

The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered
start-up
costs and are not currently deductible. For the period from January 12, 2021(inception) through March 31, 2021, income tax expense for the period was deemed to be immaterial.

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in

LERER HIPPEAU ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of March 31,September 30, 2021, the Company had deferred tax assets in the amount of approximately $25,000$160,000 with a full valuation recorded against it.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31,September 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31,September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

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LERER HIPPEAU ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Net loss per shareLoss Per Share of common stock

Net income per shareCommon Stock

The Company complies with accounting and disclosure requirements of common stock is computed by dividing net income by the weighted-average numberFASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of common stock outstanding during the period. As of March 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially be exercised or converted intoshares, which are referred to as Class A common stock and then share inClass B common stock. Income and losses are shared pro rata between the earningstwo classes of the Company. As a result, diluted loss per share of common stock is the same as basic loss per share of common stock for the period presented.

The Company’s unaudited condensed statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share.shares. Net income (loss) per share of common stock, basic and diluted for shares of Class A redeemable common stock is calculated by dividing the gain on investments held in the Trust Account of approximately $3,000, net of applicable taxes available to be withdrawn from the Trust Account, which was $0 for the period from January 12, 2021 (inception) through March 31, 2021, by the weighted average number of Class A redeemable common stock outstanding for the period. Net loss per share of common stock, basic and diluted for shares of Class A and Class B non-redeemable common stock is calculated by dividing the net loss of approximately $119,000, less income attributable to Class A common stock by the weighted average numbershares of Class B common stock outstanding for the respective period.

Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock:
   
For the Three Months Ended
September 30, 2021
   
For The Period From January 12,
2021 (inception) through
September 30, 2021
 
         
   
Class A
   
Class B
   
Class A
   
Class B
 
Basic and diluted net loss per common share:
                    
Numerator:
                    
Allocation of net loss
  $(301,786)   $(73,194)   $(588,045)   $(172,472) 
Denominator:
                    
Basic and diluted weighted average common shares outstanding
   22,951,509    5,566,546    18,614,216    5,459,482 
   
 
 
   
 
 
   
 
 
   
 
 
 
Basic and diluted net loss per common share
  $(0.01)   $(0.01)   $(0.03)   $(0.03) 
   
 
 
   
 
 
   
 
 
   
 
 
 
Recent Adopted Accounting Pronouncements

In August 2020, the FASB issued ASU
No. 2020-06, Debt—Debt
Debt-Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging—ContractsHedging-Contracts in Entity’s Own Equity (Subtopic
815-40):
Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU
2020-06”),
which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU
2020-06
on January 12, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

Recent Accounting Pronouncements

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement.

statements.

Note 3 —- Initial Public Offering

On March 9, 2021, the Company consummated its Initial Public Offering of 22,266,185 Public Shares, including the issuance of 2,266,185 Public Shares as a result of the underwriters’ partial exercise of its
their
over-allotment option, at $10.00 per share, generating gross proceeds of approximately $222.7 million, and incurring offering costs of approximately $12.9 million, inclusive of approximately $7.8 million in deferred underwriting commissions.

LERER HIPPEAU ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 4 —- Related Party Transactions

Founder Shares

On January 20, 2021, the Sponsor purchased 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), for an aggregate price of $25,000. The initial stockholders agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On March 9, 2021, the underwriter partially exercised the over-allotment option to purchase 2,266,185 Public Shares and forfeited the remainder of its option; thus, an aggregate of 183,454 Founder Shares were forfeited and canceled by the Company.

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LERER HIPPEAU ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading
day period commencing at least 150 days after the initial Business Combination and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property.

Private Placement Shares

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 685,324 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating proceeds of approximately $6.9 million. A portion of the proceeds from the sale of the Private Placement Shares to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination.

Related Party Loans

On January 19, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was
non-interest
bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $65,000
under the Note and on March 11, 2021, the Company repaid the Note in full.

As of September 30, 2021, the Note is no longer available to the Company.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. As of March 31,September 30, 2021, the Company had no borrowings under the Working Capital Loans.

LERER HIPPEAU ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Administrative Services Agreement

Commencing on the date that the Company’s securities were first listed on NASDAQ and continuing until the earlier of the Company’s consummation of a Business Combination or the Company’s liquidation, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team.

For the three months ended September 30, 2021 and for the period from January 12, 2021 (inception) through September 30, 2021, the Company incurred expenses of $30,000 and approximately $68,000 under this agreement, respectively. As of September 30, 2021, the amount due to

the Sponsor
for these services was approximately $8,000, included in accrued expenses on the accompanying unaudited condensed balance sheet.
The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any
out-of-pocket
expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or the Company’s or their affiliates.

During the period from January 12, 2021 (inception) through March 31, 2021, the Company incurred approximately $8,000 in expenses for these services, which is included in administrative expenses – related party on the accompanying statement

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Table of operations. As of March 31, 2021, we have outstanding approximately $8,000 in included in accounts payable on the unaudited condensed balance sheet related to these expenses.

Contents

LERER HIPPEAU ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 5 —- Commitments and Contingencies

Registration Rights

The holders of Founder Shares, Private Placement Shares and shares that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a
45-day
option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Public Shares to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions. On March 9, 2021, the underwriter
underwriters
partially exercised the over-allotment option to purchase 2,266,185 Public Shares and forfeited the remaining of its
their
option.

The underwriters were entitled to an underwriting discount of $0.20 per Public Share, or approximately $4.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Public Share, or approximately $7.8 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Risks and Uncertainties

Management continues to evaluate the impact of the
COVID-19
pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statement.statements. The financial statement doesstatements do not include any adjustments that might result from the outcome of this uncertainty.

Note 6 —– Class A Common Stock Subject to Possible Redemption
The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share.
Holders
of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2021, there were 22,266,185
shares
of

Class A common stock outstanding which were subject to possible redemption.
The Class A common stock subject to possible redemption reflected on the
accompanying unaudited 
condensed balance sheet is reconciled on the following table:
Gross proceeds
  $ 222,661,850 
Less:
     
Offering costs allocated to Class A common stock subject to possible redemption
   (12,877,432) 
Plus:
     
Accretion on Class A common stock subject to possible redemption amount
   12,877,432 
   
 
 
 
Class A common stock subject to possible redemption
  $222,661,850 
   
 
 
 
Note 7 - Stockholders’ Equity

Preferred Stock—Stock
 – 
The Company is authorized to issue 1,000,000
shares of
preferred stock with a par value of $0.0001 per share. At March 31,As of September 30, 2021, there were no0 shares of preferred stock issued or outstanding.

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LERER HIPPEAU ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Class
 A Common Stock—Stock –
The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of March 31,September 30, 2021, there were 1,797,10322,951,509 shares of Class A common stock issued and outstanding, excluding 21,154,406including 22,266,185 shares of Class A common stock subject to possible conversionredemption that were classified as temporary equity in the accompanying unaudited condensed balance sheet.

sheet (See Note 6).

Class B Common Stock—
 – 
The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. On January 20, 2021, the Company issued 5,750,000 shares of Class B common stock to the Sponsor. Of the 5,750,000 shares of Class B common stock outstanding, an aggregate of up to 750,000 shares of Class B common stock were subject to forfeiture, to the Company by the initial stockholders for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the initial stockholders would collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. On March 9, 2021, the underwriter
underwriters
partially exercised the over-allotment option to purchase 2,266,185 Public Shares and forfeited the remainder of its
their
option; thus, an aggregate of 183,454 Founder Shares were forfeited and canceled by the Company. As of March 31,September 30, 2021, there were 5,566,546 shares of
Class B shares of
common stock issued and outstanding, none subject to forfeiture.

Stockholders of record are entitled to one vote for each share held on all matters to be
voted
on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as required by law.

The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a
one-for-one
basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an
as-converted
basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Shares issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than
one-for-one
basis.

Note 7 —
8
- Fair Value Measurements

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31,September 30, 2021, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

Description

  Quoted
Prices
in Active
Markets
(Level 1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Other
Unobservable
Inputs
(Level 3)		 

Funds that invest in U.S. Treasury Securities

  $222,665,088   $—     $—   

Description
  
Quoted
Prices
in Active
Markets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Other
Unobservable
Inputs
(Level 3)
 
Funds that invest in U.S. Treasury Securities
  $222,675,973   $0—     $0— 
Transfers to/from Levels 1, 2, and 3 are recognized at the endbeginning of the reporting period. There were no transfers between levels in the three months ended September 30, 2021, and for the period from January 12, 2021 (inception) through March 31,September 30, 2021.

Level 1 instruments include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

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LERER HIPPEAU ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 8 —
9
- Subsequent Events

The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued. Based upon this review, except with respect to the restatements described in Note 2, the Company determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements.

statements

.
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Item 2.

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

Operations

References to the “Company,” “Lerer Hippeau Acquisition Corp.,” “Lerer Hippeau,” “our,” “us” or “we” refer to Lerer Hippeau Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited interim condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form10-Q
10-Q/A
includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act.Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SECU.S. Securities and Exchange Commission (“SEC”) filings.

Overview

We are a blank check company incorporated in Delaware on January 12, 2021. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

Our sponsor is LHAC Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for our Initial Public Offering was declared effective on March 4, 2021. On March 9, 2021, we consummated our Initial Public Offering of 22,266,185 shares of Class A common stock, including the issuance of 2,266,185 shares of Class A common stock as a result of the underwriters’ partial exercise of itstheir over-allotment option, (each, a “Public Share” and collectively, the “Public Shares”) at $10.00 per share, generating gross proceeds of approximately $222.7 million, and incurring offering costs of approximately $12.9 million, inclusive of approximately $7.8 million in deferred underwriting commissions.

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 685,324 shares of Class A common stock (each, a “Private Placement Share” and collectively, the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating proceeds of approximately $6.9 million.

Upon the closing of the Initial Public Offering and the Private Placement, approximately $222.7 million ($10.00 per Share)share) of the net proceeds of the sale of the Public Shares in the Initial Public Offering and of the Private Placement Shares in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule
2a-7
promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

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Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that we will be able to

complete a Business Combination successfully. We must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, we will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Act.

If we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 9, 2023, or during any extended period of time that we may have to consummate a Business Combination as a result of an amendment to the Certificateour certificate of Incorporationincorporation (the “Combination Period”), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Liquidity and Capital Resources

As of March 31,September 30, 2021, we had approximately $2.2 million$648,000 in our operating bank account, and working capital of approximately $1.7 million.

$1.2 million (not taking into account approximately $144,000 in franchise tax obligations that may be paid using investment income earned in Trust Account).

Our liquidity needs to date have been satisfied through a cash contribution of $25,000 from the Sponsor to purchase the Founder Shares (as defined in Note 4), the loan of approximately $65,000 from the Sponsor pursuant to the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on March 11, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans.Loans (as defined in Note 4). As of March 31,September 30, 2021, there were no amounts outstanding under any Working Capital Loan.

Based on the foregoing, management believes that we will have sufficient working capital and borrowing capacity from our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors to meet itsour needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Management continues to evaluate the impact of the
COVID-19
pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on our financial position, results of our operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Results of Operations

Our entire activity sincefrom inception up to March 31,September 30, 2021, was in preparation for our formation and the Initial Public Offering.Offering and, subsequent to the Initial Public Offering, the search for a target for our initial Business Combination. We will not be generating any operating revenues until the closing and completion of our initial Business Combination.

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For the period from January 12, 2021 (inception) through March 31,three months ended September 30, 2021, we had a net lossesloss of approximately $119,000,$375,000, which consisted of approximately $81,000$297,000 in general and administrative expenses, approximately $8,000$30,000 in administrative expenses – expenses—related party, approximately $33,000$50,000 in franchise tax expenses, offset by approximately $3,000 in gain on investments held in Trust Account.

For the period from January 12, 2021 (inception) through September 30, 2021, we had a net loss of approximately $761,000, which consisted of approximately $563,000 in general and administrative expenses, approximately $68,000 in administrative expenses—related party, approximately $144,000 in franchise tax expenses, offset by approximately $14,000 in gain on investments held in Trust Account.
Contractual Obligations

Administrative Services Agreement

Commencing on the date that our securities were first listed on NASDAQ and continuing until the earlier of our consummation of a Business Combination or our liquidation, we agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of our management team.

The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any
out-of-pocket
expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or usour or their affiliates.

We incurred approximately $8,000 for expenses in connection with

During the administrative services agreement forthree months ended September 30, 2021, and the period from January 12, 2021 (inception) through March 31, 2021.September 30, 2021, we incurred $30,000 and approximately $68,000 in expenses for these services, respectively, which is included in administrative expenses—related party on the accompanying statement of operations. As of March 31,September 30, 2021, we havehad outstanding approximately $8,000 included in accounts payableaccrued expenses on the unaudited condensed balance sheet related to these expenses.

Registration Rights

The holders of Founder Shares, Private Placement Shares and shares that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

We granted the underwriters a
45-day
option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Public Shares to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions. On March 9, 2021, the underwriterunderwriters partially exercised the over-allotment option to purchase 2,266,185 Public Shares and forfeited the remainingremainder of itstheir option.

The underwriters were entitled to an underwriting discount of $0.20 per Public Share, or approximately $4.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Public Share, or approximately $7.8 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

Estimates

This management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis,
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we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the following as our critical accounting policies:
Investments Held in the Trust Account

Our portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. TheWhen our investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When our investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities isare included in gain on marketable securities, dividends and interestfrom investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Class A common stock subjectCommon Stock Subject to possible redemption

Possible Redemption

Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within oursour control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of March 31,September 30, 2021, 21,154,40622,266,185 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of our unaudited condensed balance sheet.

We recognize changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the Initial Public Offering, we recognized the accretion from initial book value to redemption amount, which resulted in charges against additional
paid-in
capital (to the extent available) and accumulated deficit.
Net income loss per common shares

Net loss per share is computed by dividing net loss by the weighted-average number

We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have two classes of shares, of common stock outstanding during the periods.

Our unaudited condensed statement of operations includes a presentation of income per share for common stock subjectwhich are referred to redemption in a manner similar to the two-class method of income per share. Net income per share of common stock, basic and diluted for shares ofas Class A common stock are calculated by dividing the income (loss) earned on investments held in the Trust Account, net of applicable taxes and working capital amounts available to be withdrawn from the Trust Account, which was $0 for the period from January 12, 2021 (inception) through March 31, 2021, by the weighted average number of Class A common stock outstanding for the period. Net loss per share of common stock, basic and diluted for shares of Class B common stockstock. Income and losses are shared pro rata between the two classes of shares. Net income per common share is calculated by dividing the net loss of approximately $119,000, less income attributable to Class A common stock by the weighted average numbershares of Class B common stock outstanding for the respective period.

Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”)
No. 2020-06, Debt—Debt
Debt-Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging—ContractsHedging-Contracts in Entity’s Own Equity (Subtopic
815-40):
Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU
2020-06”),
which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. We adopted ASU
2020-06
on January 12, 2021. Adoption of the ASU did not impact our financial position, results of operations or cash flows.

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Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements.

Off-Balance
Sheet Arrangements

As of March 31,September 30, 2021, we did not have any
off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation
S-K.

JOBS Act

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for
non-emerging
growth companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of

non-emerging
growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule
12b-2
of the Exchange Act and are not required to provide the information otherwise required under this item. As of March 31, 2021, we were not subject to any market or interest rate risk.
The net proceeds of the Initial Public Offering, including amounts in the Trust Account, will be invested in U.S. government securities with a maturity of 185 days or less or in money market funds that meet certain conditions under
Rule 2a-7 under
the Investment Company Act of 1940, as amended, that invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

We have not engaged in any hedging activities since our inception, and we do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31,September 30, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer has concluded that during the period covered by this report, our disclosure controls and procedures were effective.

not effective as of September 30, 2021, because of a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the Company’s management has concluded that its control around the interpretation and accounting for certain complex features of the Class A common stock issued by the Company was not effectively designed or maintained. This material weakness resulted in the restatement of its interim financial statements for the quarters ended March 31, 2021, and June 30, 2021.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended March 31,September 30, 2021, covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting except for the below.
The Chief Executive Officer and Chief Financial Officer performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for certain complex features of the Class A common stock. The Company’s management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting.

While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

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PART II—OTHER
II-OTHER
INFORMATION

Item 1.

Legal Proceedings

None.

Item 1A.

Risk Factors

As of the date of this Quarterly Report on Form10-Q,
10-Q/A,
there have been no material changes to the risk factors disclosed in our final prospectus filed with the SEC on March 5, 2021, except for the below risk factor.factors. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the
per-share
redemption amount received by publicPublic Stockholders may be less than $10.00 per share.

The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule
2a-7
under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial business combinationBusiness Combination or make certain amendments to our amended and restated certificate of incorporation, our publicPublic Stockholders are entitled to receive their
pro-rata
share of the proceeds held in the trust account,Trust Account, plus any interest income, net of income taxes paid or payable (less, in the case we are unable to complete our initial business combination,Business Combination, $100,000 of interest to pay dissolution expenses). Negative interest rates could reduce the value of the assets held in trust such that the
per-share
redemption amount received by publicPublic Stockholders may be less than $10.00 per share.

We identified a material weakness in our internal control over financial reporting as of September 30, 2021. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.
As described elsewhere in this Amendment No. 1, we have identified a material weakness in our internal control over financial reporting related to the Company’s application of ASC 480-10-S99-3A to its accounting classification of the Public Shares. As a result of this material weakness, our management has concluded that our internal control over financial reporting was not effective as of September 30, 2021. Historically, a portion of the Public Shares was classified as permanent equity to maintain stockholders’ 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 Charter. Pursuant to the Company’s re-evaluation of the Company’s application of ASC 480-10-S99-3A to its accounting classification of the Public Shares, 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. For a discussion of management’s consideration of the material weakness identified related to the Company’s application of ASC 480-10-S99-3A to its accounting classification of the Public Share, see “Note 2” to the accompanying financial statements, as well as Part I, Item 4: Controls and Procedures included in this Quarterly Report on Form 10Q/A.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.
Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Proceeds from Registered Securities

On January 20,March 9, 2021, we issued 5,750,000 Founder Shares toconsummated our SponsorInitial Public Offering of 22,266,185 shares of Class A common stock, including the issuance of 2,266,185 shares of Class A common stock as a result of the underwriters’ partial exercise of their over-allotment option, at $10.00 per share, generating gross proceeds of approximately $222,661,850.
The securities sold in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) ofInitial Public Offering were registered under the Securities Act ason a registration statement on Form
S-1
(No.
333-253066).
The SEC declared the shares were sold to an accredited investor. The shares issued were sold for an aggregate offering price of $25,000 at an average purchase price of approximately $0.004 per share.

Simultaneously with the closing of the Initial Public Offering, we consummated the Private Placement of 685,324 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating proceeds of approximately $6.9 million. A portion of the proceeds from the sale of the Private Placement Shares to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. The Private Placement Shares were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The Sponsor is an accredited investor for purposes of Rule 501 of Regulation D.

statement effective on March 4, 2021.

In connection with the Initial Public Offering, our Sponsor had agreed to loan us an aggregate of up to $300,000 pursuant to the Note. This loan was
non-interest
bearing and payable on the consummation of the Initial Public Offering. As of March 31,September 30, 2021, the loan balance was $0.

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Of the gross proceeds received from the Initial Public Offering and the partial exercise of the option to purchase additional Shares,shares, $222,661,850 was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the Private Placement are invested in U.S. government treasury bills with a maturity of 185 days or less and in money market funds meeting certain conditions under Rule
2a-7
under the Investment Company Act which invest only in direct U.S. government treasury obligations.

Barclays Capital Inc. acted as the book running manager and Code Advisors LLC and Drexel Hamilton, LLC also served as underwriters in the Initial Public Offering.

We paid a total of approximately $5.1 million in underwriting discounts and commissions and other offering costs related to the Initial Public Offering. In addition, the underwriters agreed to defer $7.8 million in underwriting discounts and commissions.

For a description of the use of proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form
10-Q.
Item 3.

Defaults upon Senior Securities

None.

Item 4.

Mine Safety Disclosures.

Not applicable.

Item 5.

Other Information.

None.

Item 6.

Exhibits.

Exhibit

Number

  

Description

31.1*  Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*  Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*  Certification of Chief Executive Officer (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 Chief Financial Officer (Principal Financial and Accounting 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
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
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 14, 2021
February 2
, 2022		  

LERER HIPPEAU ACQUISITION CORP.

 
 By: 

/s/ Eric Hippeau

  Name: Eric Hippeau
  Title: Chief Executive Officer

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