☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
September 30, 2022
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT |
Number001-40243Number 001-40243
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
Levere Holdings Corp.
Quarterly Report on Form10-Q
Table of Contents
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes, and oral statements made from time to time by representatives of the Company may include, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange 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. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Quarterly Report on Form 10-Q. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings. Forward-looking statements in this Quarterly Report may include, for example, statements about:
our ability to select an appropriate target business or businesses;
our ability to complete our initial business combination;
our expectations around the performance of the prospective target business or businesses;
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;
our potential ability to obtain additional financing to complete our initial business combination;
our pool of prospective target businesses;
our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic;
• | our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic; |
the ability of our officers and directors to generate a number of potential business combination opportunities;
our public securities’ potential liquidity and trading;
the lack of a market for our securities;
the use of proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account balance;
the Trust Account not being subject to claims of third parties;
our financial performance; and
• | the other risks and uncertainties discussed in the “Risk Factors” sections of our Annual Report on Form 10-K for the year ended December 31, 2021 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, June 30, 2022, and September 30, 2022 |
the other risks and uncertainties discussed in “Risk Factors”.
3
The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Item 1A. Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
March 31, 2021 | ||||
(unaudited) | ||||
Assets: | ||||
Cash | $ | 1,662,766 | ||
Prepaid Expenses | 403,525 | |||
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Total current assets | 2,066,291 | |||
Other assets | 319,639 | |||
Cash and investments held in Trust Account | 271,285,654 | |||
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Total Assets | $ | 273,671,584 | ||
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Liabilities and Shareholders’ Equity | ||||
Accrued offering costs and expenses | $ | 1,212,517 | ||
Due to related party | 2,581 | |||
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Total current liabilities | 1,215,098 | |||
Deferred underwriting fee | 9,494,986 | |||
Warrant liability | 16,701,548 | |||
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Total liabilities | 27,411,632 | |||
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Commitments and Contingencies | ||||
Class A Ordinary shares subject to possible redemption, 24,125,995 shares at redemption value | 241,259,950 | |||
Shareholders’ Equity: | ||||
Preferred share, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | 0 | |||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 3,002,537 shares issued and outstanding (excluding 24,125,995 shares subject to possible redemption) | 300 | |||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,655,368 shares issued and outstanding | 666 | |||
Additional paid-in capital | 5,799,795 | |||
Accumulated deficit | (800,759 | ) | ||
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Total shareholders’ equity | 5,000,002 | |||
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Total Liabilities and Shareholders’ Equity | $ | 273,671,584 | ||
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SHEETS
September 30, 2022 | December 31, 2021 | |||||||
(Unaudited) | ||||||||
Assets | ||||||||
Cash | $ | 512,975 | $ | 300,844 | ||||
Due from related party | — | 97,419 | ||||||
Prepaid Expenses | 175,218 | 337,935 | ||||||
Total current assets | 688,193 | 736,198 | ||||||
Other assets | — | 69,842 | ||||||
Marketable securities held in Trust Account | 272,933,281 | 271,298,677 | ||||||
Total Assets | $ | 273,621,474 | $ | 272,104,717 | ||||
Liabilities and Shareholders’ Deficit | ||||||||
Accrued offering costs and expenses | $ | 51,677 | $ | 505,636 | ||||
Convertible Promissory Note – Related Party | 960,000 | — | ||||||
Due to related party | 2,581 | — | ||||||
Total current liabilities | $ | 1,014,258 | 505,636 | |||||
Deferred legal fees | 40,328 | — | ||||||
Deferred underwriting fee | 9,494,986 | 9,494,986 | ||||||
Warrant liabilities | 699,666 | 10,264,624 | ||||||
Total Liabilities | $ | 11,249,238 | $ | 20,265,246 | ||||
Commitments and Contingencies | ||||||||
Class A Ordinary shares subject to possible redemption, 27,128,532 shares at redemption value | 272,933,281 | 271,298,677 | ||||||
Shareholders’ Deficit: | ||||||||
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | — | — | ||||||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no shares issued and outstanding (excluding 27,128,532 shares subject to possible redemption) | — | — | ||||||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,782,133 shares issued and outstanding (1) | 678 | 678 | ||||||
Additional paid-in capital(2) | — | — | ||||||
Accumulated deficit | (10,561,723 | ) | (19,459,884 | ) | ||||
Total Shareholders’ Deficit | (10,561,045 | ) | (19,459,206 | ) | ||||
Total Liabilities and Shareholders’ Deficit | $ | 273,621,474 | $ | 272,104,717 | ||||
(1) | On January 19, 2021 an aggregate of 7,187,500 founder shares were issued to Goggo Network Gmbh (the “Sponsor”) for an aggregate purchase price of $25,000. Up to 937,500 Founder Shares were subject to forfeiture by the Sponsor, depending on the extent to which the Underwriters’ over-allotment option was exercised. On March 31, 2021, the Underwriters partially exercised the over-allotment option and purchased an additional 2,128,532 Units and forfeited the remainder of the option. As a result, none of the Class B ordinary shares are subject to forfeiture any longer. |
(2) | On January 31, 2022 the Sponsor executed a settlement agreement in the amount of $255,726 relating to Levere’s IPO legal work. The Sponsor agreed to release Levere from all liability obligations associated with the settlement agreement. As a result, the full amount was recorded to additional paid in capital and was subsequently offset by accretion of trust earnings to Class A Ordinary shares subject to possible redemption which depleted the balance in additional paid in capital. |
FOR THE PERIOD FROM JANUARY 15, 2021 (INCEPTION) THROUGH MARCH 31, 2021
Formation and operating costs | $ | 52,688 | ||
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Loss from Operations | (52,688 | ) | ||
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Other income: | ||||
Interest earned on cash and marketable securities held in Trust Account | 334 | |||
Offering costs allocated to warrants | (618,405 | ) | ||
Change in fair value of warrant liability | (130,000 | ) | ||
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Total other income (expense) | (748,071 | ) | ||
Net loss | $ | (800,759 | ) | |
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Weighted average shares outstanding, Class A ordinary shares subject to possible redemption | 23,809,201 | |||
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Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption | $ | 0.00 | ||
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Weighted average shares outstanding, Non-redeemable Class A and Class B ordinary shares | 6,434,043 | |||
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Basic and diluted net loss per share, Non-redeemable Class A and Class B ordinary shares | $ | (0.12 | ) | |
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Three Months Ended September 30, | Nine Months Ended September 30, | For the Period from January 15, 2021 (Inception) through September 30, | ||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
Formation and operating costs | $ | 241,590 | $ | 258,630 | $ | 922,523 | $ | 463,752 | ||||||||
Loss from operations | (241,590 | ) | (258,630 | ) | (922,523 | ) | (463,752 | ) | ||||||||
Other income (expense): | ||||||||||||||||
Interest earned on marketable securities held in Trust Account | 1,226,730 | 4,169 | 1,634,604 | 8,626 | ||||||||||||
Offering costs allocated to warrants | — | — | — | (618,405 | ) | |||||||||||
Change in fair value of warrant liabilities | 559,732 | 3,168,957 | 9,564,958 | 4,627,726 | ||||||||||||
Total other income (expense), net | 1,786,462 | 3,173,126 | 11,199,562 | 4,017,947 | ||||||||||||
Net income | $ | 1,544,872 | $ | 2,914,496 | $ | 10,277,039 | $ | 3,554,195 | ||||||||
Weighted average shares outstanding of Class A ordinary shares | 27,128,532 | 27,128,532 | 27,128,532 | 20,044,980 | ||||||||||||
Basic and diluted net income per share, Class A ordinary shares | $ | 0.05 | $ | 0.09 | $ | 0.30 | $ | 0.13 | ||||||||
Weighted average shares outstanding of Class B ordinary shares | 6,782,133 | 6,676,036 | 6,782,133 | 6,448,800 | ||||||||||||
Basic and diluted net income per share, Class B ordinary shares | $ | 0.05 | $ | 0.09 | $ | 0.30 | $ | 0.13 | ||||||||
DEFICIT
Class A Ordinary shares | Class B Ordinary shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Deficit | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance as of December 31, 2021 | — | $ | — | 6,782,133 | $ | 678 | $ | — | $ | (19,459,884 | ) | $ | (19,459,206 | ) | ||||||||||||||
Net income | — | — | — | — | — | 5,580,804 | 5,580,804 | |||||||||||||||||||||
Expenses paid on behalf of the Company by the Sponsor (1) | — | — | — | — | 255,726 | — | 255,726 | |||||||||||||||||||||
Accretion of Class A Ordinary shares subject to possible redemption | — | — | — | — | (22,554 | ) | — | (22,554 | ) | |||||||||||||||||||
Balance as of March 31, 2022 | — | $ | — | 6,782,133 | $ | 678 | $ | 233,172 | $ | (13,879,080 | ) | $ | (13,645,230 | ) | ||||||||||||||
Net income | — | — | — | — | — | 3,151,363 | 3,151,363 | |||||||||||||||||||||
Accretion of Class A Ordinary shares subject to possible redemption | — | — | — | — | (233,172 | ) | (152,148 | ) | (385,320 | ) | ||||||||||||||||||
Balance as of June 30, 2022 | — | $ | — | 6,782,133 | $ | 678 | — | $ | (10,879,865 | ) | $ | (10,879,187 | ) | |||||||||||||||
Net income | — | — | — | — | — | 1,544,872 | 1,544,872 | |||||||||||||||||||||
Accretion of Class A Ordinary shares subject to possible redemption | — | — | — | — | — | (1,226,730 | ) | (1,226,730 | ) | |||||||||||||||||||
Balance as of September 30, 2022 | — | $ | — | 6,782,133 | $ | 678 | $ | — | $ | (10,561,723 | ) | $ | (10,561,045 | ) | ||||||||||||||
(1) | On January 31, 2022 the Sponsor executed a settlement agreement in the amount of $255,726 relating to Levere’s IPO legal work. The Sponsor agreed to release Levere from all liability obligations associated with the settlement agreement. As a result, the full amount was recorded to additional paid in capital. |
(UNAUDITED)
Class A Ordinary shares | Class B Ordinary shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Equity | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance as of January 15, 2021 (inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Class B ordinary shares issued to Sponsor | — | — | 7,187,500 | 719 | 24,281 | — | 25,000 | |||||||||||||||||||||
Sale of 27,128,532 Units, net of offering expenses related to Class A ordinary shares and initial fair value of Public Warrants | 27,128,532 | 2,713 | — | — | 245,501,191 | — | 245,503,904 | |||||||||||||||||||||
Excess Private Placement proceeds received over initial fair value of Private Placement Warrants | — | — | — | — | 1,531,807 | — | 1,531,807 | |||||||||||||||||||||
Forfeiture of Class B ordinary shares by initial shareholders | — | — | (532,132 | ) | (53 | ) | 53 | — | — | |||||||||||||||||||
Net loss | — | — | — | — | — | (800,759 | ) | (800,759 | ) | |||||||||||||||||||
Ordinary shares subject to possible redemption | (24,125,995 | ) | (2,413 | ) | — | — | (241,257,537 | ) | — | (241,259,950 | ) | |||||||||||||||||
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Balance as of March 31, 2021 | 3,002,537 | $ | 300 | 6,655,368 | $ | 666 | $ | 5,799,795 | $ | (800,759 | ) | $ | 5,000,002 | |||||||||||||||
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The accompanying notes are an integral part of these unaudited financial statements.
LEVERE HOLDINGS CORP.
CONDENSED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JANUARY 15, 2021 (INCEPTION) THROUGH MARCH 31, 2021
(UNAUDITED)
Cash flows from operating activities: | ||||
Net loss | $ | (800,759 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Interest earned on investments held in trust account | (334 | ) | ||
Offering costs allocated to warrants | 618,405 | |||
Change in fair value of warrant liability | 130,000 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (403,525 | ) | ||
Other assets | (319,639 | ) | ||
Accrued expenses | 712,808 | |||
Due to related party | 2,581 | |||
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Net cash used in operating activities | (60,463 | ) | ||
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Cash Flows from Investing Activities: | ||||
Investment of cash in Trust Account | (271,285,320 | ) | ||
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Net cash used in investing activities | (271,285,320 | ) | ||
Cash Flows from Financing Activities: | ||||
Proceeds from issuance of Class B ordinary shares to Sponsor | 25,000 | |||
Proceeds from sale of Units, net of underwriting discount | 265,859,614 | |||
Proceeds from sale of Private Placement Warrants | 7,425,706 | |||
Proceeds from promissory note related party | 211,135 | |||
Payments of promissory note related party | (211,135 | ) | ||
Payment of offering costs | (301,771 | ) | ||
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Net cash provided by financing activities | 273,008,549 | |||
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Net change in cash | 1,662,766 | |||
Cash, beginning of period | 0 | |||
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Cash, end of the period | $ | 1,662,766 | ||
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Supplemental disclosure of cash flow information: | ||||
Initial classification of ordinary shares subject to possible redemption | $ | 241,259,950 | ||
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Deferred underwriters’ discount payable charged to additional paid-in capital | $ | 9,494,986 | ||
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Class A Ordinary shares | Class B Ordinary shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Deficit | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance as of as of January 15, 2021 (Inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Class B ordinary shares issued to Sponsor (1) | — | — | 7,187,500 | 719 | 24,281 | — | 25,000 | |||||||||||||||||||||
Excess Private Placement proceeds received over initial fair value of Private Placement Warrants | — | — | — | — | 1,531,807 | — | 1,531,807 | |||||||||||||||||||||
Forfeiture of Class B ordinary shares by initial shareholders | — | — | (532,132 | ) | (53 | ) | 53 | — | — | |||||||||||||||||||
Net loss | — | — | — | — | — | (800,759 | ) | (800,759 | ) | |||||||||||||||||||
Accretion of Class A Ordinary shares subject to possible redemption | — | — | — | — | (1,556,141 | ) | (24,225,609 | ) | (25,781,750 | ) | ||||||||||||||||||
Balance as of March 31, 2021 | — | $ | — | 6,655,368 | $ | 666 | $ | — | $ | (25,026,368 | ) | $ | (25,025,702 | ) | ||||||||||||||
Net income | — | — | — | — | — | 1,440,458 | 1,440,458 | |||||||||||||||||||||
Accretion of Class A Ordinary shares subject to possible redemption | — | — | — | — | — | (4,123 | ) | (4,123 | ) | |||||||||||||||||||
Balance as of June 30, 2021 | — | $ | — | 6,655,368 | $ | 666 | $ | — | $ | (23,590,033 | ) | $ | (23,589,367 | ) | ||||||||||||||
Net income | — | — | — | — | — | 2,914,496 | 2,914,496 | |||||||||||||||||||||
Reissuance of forfeited Class B ordinary shares to initial shareholders | — | — | 126,765 | 12 | — | (12 | ) | — | ||||||||||||||||||||
Accretion of Class A Ordinary shares subject to possible redemption | — | — | — | — | — | (4,169 | ) | (4,169 | ) | |||||||||||||||||||
Balance as of September 30, 2021 | — | $ | — | 6,782,133 | $ | 678 | $ | — | $ | (20,679,718 | ) | $ | (20,679,040 | ) | ||||||||||||||
(1) | On January 19, 2021 an aggregate of 7,187,500 founder shares were issued to the Sponsor for an aggregate purchase price of $25,000. Up to 937,500 Founder Shares were subject to forfeiture by the Sponsor, depending on the extent to which the Underwriters’ over-allotment option was exercised. On March 31, 2021, the Underwriters partially exercised the over-allotment option and purchased an additional 2,128,532 Units and forfeited the remainder of the option. As a result, none of the Class B ordinary shares are subject to forfeiture any longer. |
For the Nine Months Ended September 30, 2022 | For the Period from January 15, 2021 (Inception) through September 30, 2021 | |||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 10,277,039 | $ | 3,554,195 | ||||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
Interest earned on marketable securities held in trust account | (1,634,604 | ) | (8,626 | ) | ||||
Offering costs allocated to warrants | — | 618,405 | ||||||
Change in fair value of warrant liability | (9,564,958 | ) | (4,627,726 | ) | ||||
Expenses paid on behalf of the Company by the Sponsor | 55,726 | — | ||||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | 162,717 | (357,152 | ) | |||||
Other assets | 69,842 | (154,038 | ) | |||||
Deferred legal fees | 40,328 | — | ||||||
Accrued expenses | (253,959 | ) | 36,824 | |||||
Due to related party | 100,000 | 2,581 | ||||||
Net cash used in operating activities | (747,869 | ) | (935,537 | ) | ||||
Cash Flows from Investing Activities: | ||||||||
Investment of cash in Trust Account | — | (271,285,320 | ) | |||||
Net cash used in investing activities | — | (271,285,320 | ) | |||||
Cash Flows from Financing Activities: | ||||||||
Proceeds from issuance of Class B ordinary shares to Sponsor | — | 25,000 | ||||||
Proceeds from sale of Units, net of underwriting discount | — | 265,859,614 | ||||||
Proceeds from sale of Private Placement Warrants | — | 7,425,706 | ||||||
Proceeds from promissory note related party | — | 211,135 | ||||||
Payments of promissory note related party | — | (211,135 | ) | |||||
Proceeds from convertible promissory note related party | 960,000 | — | ||||||
Payment of offering costs | — | (601,480 | ) | |||||
Net cash provided by financing activities | 960,000 | 272,708,840 | ||||||
Net change in cash | 212,131 | 487,983 | ||||||
Cash, beginning of period | 300,844 | — | ||||||
Cash, end of the period | $ | 512,975 | $ | 487,983 | ||||
Supplemental disclosure of cash flow information: | ||||||||
Initial classification of ordinary shares subject to possible redemption | $ | — | $ | 271,285,654 | ||||
Expenses paid on behalf of the Company by the Sponsor | $ | 200,000 | $ | — | ||||
Change in ordinary shares subject to possible redemption | $ | 1,634,604 | $ | 8,291 | ||||
Deferred underwriting commissions payable charged to additional paid in capital | $ | — | $ | 9,494,986 | ||||
option on May 2, 2021.
Public Shareholders (as defined below), until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elect to redeem, subject certain limitations described herein, (b) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association and (c) the redemption of the Company’s Public Shares if the Company has not consummated its Business Combination within 24 months from the closing of IPO (the “Combination Period”), subject to applicable law. Public Shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within the Combination Period, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Public Shareholders.
The Company will have 24 months from the closing of the IPO to complete the initial Business Combination (the “Combination Period”).
and Going Concern
$0.6 million excluding the convertible promissory note payable.
Based
Risks and Uncertainties
The Company’s management is continuing to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that it could have a negative effect onin the Company’s financial position, results of its operations and/or search forability to complete a initial Business Combination candidate, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Combination.
On April 12,
Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheet,based on our application of Accounting Standards Codification (“ASC”) 815-40, “Derivatives and Hedging, Contracts in Entity’s Own Equity” (“ASC 815-40”). The views expressed in the Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement (the “Warrant Agreement”) and the Company’s application of ASC 815-40 to the Warrant Agreement.November 19, 2021. The Company reassessed its accountinghas included this revision note to revise the reported income allocation for Warrants issued on March 23, 2021 and March 31, 2021, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company Statement of Operations each reporting period.
Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued balance sheet as of March 23, 2021, should be revised because of a misapplication in the guidance around accounting for certain of our outstanding warrants to purchase ordinary shares. As such, the Company is revising its March 23, 2021 balance sheet included in this Quarterly Report.
Impact of the Revision
The impact to the balance sheet dated March 23, 2021, filed on Form 8-K on March 29, 2021 related to the impact of accounting for public and private warrants as liabilities at fair value resulted in a $15.4 million increase to the warrant liabilities line item on March 23, 2021 and offsetting decrease to the Class A ordinary and Class B ordinary shares subject to redemption mezzanine equity line item. Transaction costs of the IPO of $562,121 were allocated to expense associated with the warrant liability, which is reflectedwithin Note 3 – Significant Accounting Policies in the changenotes to the accumulated deficit line. There is no change to total shareholders’ equity at any reported balance sheet date.
As of March 23, 2021 | ||||||||||||
As Previously Reported | Revision Adjustment | As Revised | ||||||||||
Total assets | $ | 252,574,683 | $ | — | $ | 252,574,683 | ||||||
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Liabilities and shareholders’ equity: | ||||||||||||
Total current liabilities | $ | 1,128,657 | $ | — | $ | 1,128,657 | ||||||
Deferred underwriting fee | 8,750,000 | — | 8,750,000 | |||||||||
Warrant liabilities | — | 15,386,666 | 15,386,666 | |||||||||
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Total liabilities | 9,878,657 | 15,386,666 | 25,265,323 | |||||||||
Class A ordinary shares, $0.0001 par value; share subject to possible redemption | 237,696,020 | (15,386,666 | ) | 222,309,354 | ||||||||
Shareholders’ equity | ||||||||||||
Preference share - $0.0001 par value | — | — | — | |||||||||
Class A ordinary shares - $0.0001 par value | 123 | 154 | 277 | |||||||||
Class B ordinary shares - $0.0001 par value | 719 | — | 719 | |||||||||
Additional paid-in-capital | 5,036,925 | 561,967 | 5,598,892 | |||||||||
Accumulated deficit | (37,761 | ) | (562,121 | ) | (599,882 | ) | ||||||
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Total shareholders’ equity | 5,000,006 | — | 5,000,006 | |||||||||
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Total liabilities and shareholders’ equity | $ | 252,574,683 | $ | — | $ | 252,574,683 | ||||||
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financial statements for the three and nine months ended September 30, 2021.
As Previously Reported | Adjustment | As Revised | ||||||||||
Basic and diluted net income per ordinary share: | ||||||||||||
Allocation of Net Income for the three months ended September 30, 2021 | ||||||||||||
Class A | $ | 2,340,345 | $ | (1,430 | ) | $ | 2,338,915 | |||||
Class B | $ | 574,151 | $ | 1,430 | $ | 575,581 | ||||||
Allocation of Net Income for the nine months ended September 30, 2021 | ||||||||||||
Class A | $ | 2,689,821 | $ | (746 | ) | $ | 2,689,075 | |||||
Class B | $ | 864,374 | $ | 746 | $ | 865,120 |
The interimpresented. Operating results for the three and nine months ended March 31, 2021 areSeptember 30, 2022 is not necessarily indicative of the results tothat may be expected for the year endingthrough December 31, 20212022 or for any future interim periods.
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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply
The Company accounts for its 9,042,843 ordinary share warrants issued in connection with its Initial Public Offering and overallotment and its Private Placement warrants (4,950,471) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations at each measurement date.
Warrant Liabilities
The fair value of warrants issued by the Company in connection with the IPO and Private Placement has been estimated using Monte-Carlo simulations at the initial measurement date, and at subsequent measurement dates for the Private Placement Warrants. The fair value of the Public Warrants has been determined as of September 30, 2022 and December 31, 2021, by reference to the quoted market price (see Note 9).
The Company accounts for its
redemption rights that are considered to be classified outside of permanent equity. Ordinary liquidation events, which involve the Company’s controlredemption and subject to occurrenceliquidation of uncertain future events.all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at September 30, 2022 and December 31, 2021, all Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equitydeficit section of the Company’s condensed balance sheets.
sheets, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary share to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary share are affected by charges against additional paid in capital and accumulated deficit.
Gross proceeds from public issuance | $ | 271,285,320 | ||
Less: | ||||
Proceeds allocated to public warrants | (10,677,650 | ) | ||
Class A ordinary shares issuance cost | (15,003,767 | ) | ||
Add: | ||||
Accretion of carrying value to redemption value | 25,694,774 | |||
Class A ordinary shares subject to redemption at December 31, 2021 | $ | 271,298,677 | ||
Add: | ||||
Accretion of carrying value to redemption value | 1,634,604 | |||
Class A ordinary shares subject to redemption at September 30, 2022 | $ | 272,933,281 | ||
Class A ordinary shares and Class B ordinary shares outstanding, allocated proportionally to
Three Months Ended March 31, 2021 | ||||
Redeemable Class A Ordinary Shares | ||||
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares | ||||
Interest earned on marketable securities held in Trust Account | $ | 334 | ||
Less: Interest allocable of to Non-Redeemable Class A Ordinary Shares | (37 | ) | ||
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Net income allocable to shares subject to possible redemption | $ | 297 | ||
Denominator: Weighted Average Redeemable Class A Ordinary Shares | ||||
Basic and diluted weighted average shares outstanding | 23,809,201 | |||
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Basic and diluted net income per share | $ | 0.00 | ||
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Non-Redeemable Class A and Class B Ordinary Shares | ||||
Numerator: Net Loss Minus Net Earnings | ||||
Net loss | $ | (800,759 | ) | |
Less: Income attributable to ordinary shares subject to possible redemption | (297 | ) | ||
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Non-Redeemable net loss | $ | (801,056 | ) | |
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Weighted average non-redeemable shares outstanding, basic and diluted | 6,434,043 | |||
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Basic and diluted net loss per share | $ | (0.12 | ) | |
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Three Months Ended September 30, 2022 | Three Months Ended September 30, 2021 | Nine Months Ended September 30, 2022 | For the Period from January 25, 2021 (Inception) Through September 30, 2021 | |||||||||||||||||||||||||||||
Class A | Class B | Class A | Class B | Class A | Class B | Class A | Class B | |||||||||||||||||||||||||
Basic and diluted net income per ordinary share | ||||||||||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||||||||||
Allocation of net income | $ | 1,235,898 | $ | 308,974 | $ | 2,338,915 | $ | 575,581 | $ | 8,221,631 | $ | 2,055,408 | $ | 2,689,075 | $ | 865,120 | ||||||||||||||||
Denominator: | ||||||||||||||||||||||||||||||||
Basic and diluted weighted average shares outstanding | 27,128,532 | 6,782,133 | 27,128,532 | 6,676,036 | 27,128,532 | 6,782,133 | 20,044,980 | 6,448,800 | ||||||||||||||||||||||||
Basic and diluted net income per ordinary share | $ | 0.05 | $ | 0.05 | $ | 0.09 | $ | 0.09 | $ | 0.30 | $ | 0.30 | $ | 0.13 | $ | 0.13 | ||||||||||||||||
share.
As of September 30, 2022 and December 31, 2021, there were 9,042,843 Public Warrants outstanding.
Warrants
Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.
As of September 30, 2022 and December 31, 2021 there were 4,950,471 Private Placement Warrants outstanding.
Upon further evaluation, management determined that, due to a clerical error in the calculation of the number of Class B ordinary shares to be surrendered to the Company in connection with the partial exercise of the over-allotment option, the Sponsor inadvertently surrendered 126,765 Class B ordinary shares more than the 405,367 Class B ordinary shares that were required to have been forfeited by it in connection with the partial exercise of the over-allotment option (the “Clerical Error”). Accordingly, on September 16, 2021, the Company issued 126,765 Class B ordinary shares to the Sponsor, for no consideration, to correct the Clerical Error, such that the total number of Class B ordinary shares forfeited by the Sponsor, after giving effect to the correction of the Clerical Error, was 405,367 Class B ordinary shares.
does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may, at the option of the lender, be converted into Private Placement Warrants at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of the initial Business Combination, the Company does not expect to seek loans from parties other than the Sponsor, its affiliates or any members of the management team as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Company’s Trust Account.
September 30, 2022 | May 13, 2022 Borrowing (Initial Measurement) | |||||||
Underlying warrant value | $ | 0.05 | $ | 0.122 | ||||
Exercise price | $ | 1.50 | $ | 1.50 | ||||
Holding period | 0.50 | 0.76 | ||||||
Risk-free rate % | 4.02 | % | 1.76 | % | ||||
Volatility % | 0.70 | % | 1.40 | % | ||||
Dividend yield % | 0.0 | % | 0.0 | % |
Deficit and Shares Subject to Possible Redemption
redemption and classified as temporary equity.
Company’s amended and restated certificate of incorporation or as required applicable provisions of the Companies Act (2021 Revision) of the Cayman Islands or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders.
Level 1 | — | Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. | ||
Level 2 | — | Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. | ||
Level 3 | — | Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
September 30, 2022 | Quoted Prices In Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||||||
Assets: | ||||||||||||||||
U.S. Money Market held in Trust Account | $ | 272,933,281 | $ | 272,933,281 | $ | — | $ | — | ||||||||
$ | 272,933,281 | $ | 272,933,281 | $ | — | $ | — | |||||||||
Liabilities: | ||||||||||||||||
Public Warrants Liability | $ | 452,142 | $ | 452,142 | $ | — | $ | — | ||||||||
Private Placement Warrants Liability | 247,524 | — | — | 247,524 | ||||||||||||
$ | 699,666 | $ | 452,142 | $ | — | $ | 247,524 | |||||||||
March 31, 2021 | Quoted Prices In Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||||||
Assets: | ||||||||||||||||
Cash | $ | 21,285,320 | $ | 21,285,320 | $ | — | $ | — | ||||||||
U.S. Money Market held in Trust Account | 250,000,334 | 250,000,334 | — | — | ||||||||||||
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$ | 271,285,654 | $ | 271,285,654 | $ | — | $ | — | |||||||||
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Liabilities: | ||||||||||||||||
Public Warrants Liability | $ | 10,760,983 | — | — | $ | 10,760,983 | ||||||||||
Private Placement Warrants Liability | 5,940,565 | — | — | 5,940,565 | ||||||||||||
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$ | 16,701,548 | $ | — | $ | — | $ | 16,701,548 | |||||||||
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December 31, 2021 | Quoted Prices In Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||||||
Assets: | ||||||||||||||||
U.S. Money Market held in Trust Account | $ | 271,298,677 | $ | 271,298,677 | $ | — | $ | — | ||||||||
$ | 271,298,677 | $ | 271,298,677 | $ | — | $ | — | |||||||||
Liabilities: | ||||||||||||||||
Public Warrants Liability | $ | 6,601,275 | $ | 6,601,275 | $ | — | $ | — | ||||||||
Private Placement Warrants Liability | 3,663,349 | — | — | 3,663,349 | ||||||||||||
$ | 10,264,624 | $ | 6,601,275 | $ | — | $ | 3,663,349 | |||||||||
operations.
As of December 31, 2021, the Public Warrants were transferred to Level 1 due to the use of the quoted market price.
Fair Value at January 15, 2021 (inception) | $ | — | ||
Initial fair value of public and private warrants | 15,386,666 | |||
Initial fair value of public and private warrants issued with over-allotment | 1,184,882 | |||
Change in fair value of public and private warrants | 130,000 | |||
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Fair Value at March 31, 2021 | $ | 16,701,548 | ||
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liabilities at September 30, 2022 and December 31, 2021:
Fair Value at December 31, 2021 | $ | 3,663,349 | ||
Change in fair value of private warrants | (2,128,703 | ) | ||
Fair Value at March 31, 2022 | $ | 1,534,646 | ||
Change in fair value of private warrants | (1,089,104 | ) | ||
Fair Value at June 30, 2022 | $ | 445,542 | ||
Change in fair value of private warrants | (198,018 | ) | ||
Fair Value at September 30, 2022 | $ | 247,524 | ||
Fair Value at January 15, 2021 (inception) | $ | — | ||
Initial fair value of public and private warrants | 15,386,666 | |||
Initial fair value of public and private warrants issued with over-allotment | 1,184,882 | |||
Change in fair value of public and private warrants | (3,141,929 | ) | ||
Transfer of public warrants to Level 1 | (9,766,270 | ) | ||
Fair Value at December 31, 2021 | $ | 3,663,349 | ||
Inputs | (Initial Measurement) March 23, 2021 | March 31, 2021 | ||||||
Risk-free interest rate | 1.06 | % | 1.16 | % | ||||
Expected term remaining (years) | 6.00 | 6.00 | ||||||
Expected volatility | 15.0 | % | 14.8 | % | ||||
Share price | $ | 9.61 | $ | 9.56 |
Inputs | September 30, 2022 | December 31, 2021 | ||||||
Risk-free interest rate | 4.20 | % | 1.35 | % | ||||
Expected term remaining (years) | 3.58 | 6.0 | ||||||
Expected volatility | 0.7 | % | 14 | % | ||||
Share price | $ | 9.90 | $ | 9.74 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
References to the “Company,” “our,” “us” or “we” refer to Levere Holdings Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited 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.
Overview
We are a blank check company incorporated as a Cayman Islands exempted company on January 15, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, or thea Business Combination. Our sponsor is Goggo Network Gmbh, a German company limited by shares, or our Sponsor.
The registration statement for our initial public offering, or IPO, was declared effective on March 18, 2021. On March 23, 2021, we consummated the IPO of 25,000,000 Units (as defined below), at $10.00 per Unit, generating gross proceeds of $250.0 million. The Company granted the Underwriters in the IPO, or the Underwriters, a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments, if any. On March 31, 2021, the Underwriters partially exercised the over-allotment option and purchased an additional 2,128,532 Units, generating an aggregate of gross proceeds of approximately $21.3 million. Each Unit consists of one Class A ordinary share, and one-third of one redeemable warrant to purchase one Class A ordinary share, or a Public Warrant, at a price of $11.50 per whole share, or the “Units” and, with respect to the Class A ordinary shares included in the Units sold, or the Public Shares. We incurred transaction costs for the IPO and over-allotment of approximately $15.7$15.6 million, inclusive of approximately $9.5 million in deferred underwriting commissions.
Simultaneously with the closing of the IPO, we consummated the private placement of 4,666,667 warrants at a price of $1.50 per warrant, or thePrivatethe Private Placement Warrants, and together with the Public Warrants, the Warrants, to the Sponsor, generating gross proceeds of $7.0 million, or the IPO Private Placement. Simultaneously with the closing of the exercise of the overallotment option, we completed the sale of an aggregate of an additional 283,804 Private Placement Warrants to the Sponsor, at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds of approximately $0.4 million, or the Over-Allotment Private Placement and together with the IPO Private Placement, the Private Placements.
Upon the closing of the IPO and exercise of the over-allotment option, and the simultaneous Private Placements, approximately $271.3 million ($10.00 per Unit) of the net proceeds were placed in a trust account, or Trust Account, located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or 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.
If we have not completed a Business Combination within 24 months from the closing of the IPO, 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 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 stockholders’shareholders’ rights as stockholdersshareholders (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 stockholdersshareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
Recent Developments
On April 12, 2021, the staff of the Securities and Exchange Commission, or the SEC, released the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies”, or the Staff Statement. The Staff Statement addresses certain accounting and reporting considerations related to warrants of a kind similar to those issued by the Company at the time of its IPO in March 2021.
The Warrants were classified as equity in our previously issued audited balance sheet as of March 23, 2021. In light of the Staff Statement and guidance in Accounting Standards Codification, or ASC, 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, or ASC 815-40, in particular as applicable to certain provisions in the Warrants related to tender or exchange offer provisions as well as provisions that provided for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant, we evaluated the terms of the warrant agreement entered into in connection with our IPO and concluded that our Warrants include provisions that, based on ASC 815-40, preclude the Warrants from being classified as components of equity. The Warrants are not eligible for an exception from derivative accounting, and therefore should be classified as a liability measured at fair value, with changes in fair value reported each period in earnings.
Results of Operations
For the three months ended March 31,September 30, 2022, we had a net income of approximately $1.5 million, which is primarily comprised of a gain from the change in fair value of warrant liabilities of approximately $0.6 million and interest earned on marketable securities of $1.2 million, partially offset by a loss from operations of approximately $0.2 million.
For the nine months ended September 30, 2022, we had a net income of approximately $10.3 million, which is primarily comprised of a gain from the change in fair value of warrant liabilities of approximately $9.6 million and interest earned on marketable securities of $1.6 million, partially offset by a loss from operations of approximately $0.9 million.
For the three months ended September 30, 2021, we had a net lossincome of approximately $0.8$2.9 million, which included a loss from operations of $0.05$0.3 million and a gain from the change in fair value of warrant liabilities of $3.2 million.
For the period from January 15, 2021 to September 30, 2021, we had a net income of approximately $3.5 million, which included a loss from operations of $0.5 million, offering cost expense allocated to warrants of $0.6 million, and a lossgain from the change in fair value of warrant liabilities of $0.1$4.6 million.
Our business activities from inception to March 31, 2021September 30, 2022 consisted primarily of our formation and completing our IPO and, since the completion of our IPO, our activity has been limited to identifying and evaluating prospective acquisition targets for a Business Combination.
Liquidity, and Capital Resources and Going Concern
As of March 31, 2021,September 30, 2022, we had approximately $1.7$0.5 million in our operating bank account, and a working capital deficit of approximately $0.3 million, or working capital of approximately $1.2 million.$0.6 million excluding the convertible promissory note payable.
Our liquidity needs up to March 23, 2021 had been satisfied through (i) a capital contribution from our Sponsor of $25,000 for the 7,187,500 Class B ordinary shares, par value $0.0001 per share, or the Founder Shares, and (ii) proceeds from the loan under an unsecured promissory note from our Sponsor of up to $300,000. Subsequent to the consummation of our IPO, our liquidity needs have been satisfied through the net proceeds from the Private Placements not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, provide us working capital loans. On May 13, 2022, we entered into a convertible promissory note with the Sponsor pursuant to which the Sponsor agreed to loan us up to an aggregate principal amount of $960,000. Concurrently with entering into the debt agreement, we borrowed $960,000 against the convertible promissory note. The proceeds from the note will be used to for working capital purposes and to finance transaction costs in connection with a Business Combination. See Note 6 to our unaudited financial statements for further discussion of the convertible promissory note. As of September 30, 2022, the outstanding principal balance under the convertible promissory note amounted to an aggregate of $960,000.
In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until March 31, 2021, there were no amounts outstanding under any working capital loan.
Based on23, 2023 to consummate a Business Combination. It is uncertain that the foregoing, our management believes that weCompany will have sufficient working capital and borrowing capacitybe able to meet our needs through the earlier of the consummation ofconsummate a Business Combination orby this time. If a Business Combination is not consummated by this date and an extension has not been requested by the Sponsor and approved by the Company’s shareholders, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that if the Company is unable to raise additional funds to alleviate liquidity needs then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. No adjustments have been made to the carrying amounts of this filing. During this time period, we will useassets or liabilities should the funds held outsideCompany be unable to continue as a going concern. The Company intends to complete the Business Combination before the mandatory liquidation date of March 23, 2023. The Company is within 12 months of its mandatory liquidation as of the Trust Account to pay existing accounts payable, identify and evaluating prospective initial Business Combination candidates, perform due diligencetime of filing this Quarterly Report on prospective initial Business Combination candidates, pay for travel expenditures, and structure, negotiate and consummate the initial Business Combination.Form 10-Q
25
Contractual Obligations
As of March 31, 2021,September 30, 2022, we dodid not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or other long-term liabilities.liabilities, other than an agreement to pay the sponsor a monthly fee of $10,000 for office space, utilities, secretarial support and administrative services. We began incurring these fees on March 23, 2021 and will continue to incur these fees monthly until the earlier of the completion of an initial business combination and our liquidation.
The underwriters of the IPO are entitled to a deferred underwriting commission of 3.5% of the gross proceeds of the IPO and over-allotment, or $9,494,986 in the aggregate. 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.
Critical Accounting PoliciesEstimates
This management’s discussion and analysis of our financial condition and results of operations is based on our unaudited condensed financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these unaudited condensed 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 unaudited condensed financial statements. On an ongoing basis, 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.
Warrants Liability
We evaluated the Warrants in accordance with ASC 815-40 and concluded that a provision in the Warrant Agreement, dated March 23, 2021, by and between us and Continental Stock Transfer & Trust Company related to certain tender or exchange offers as well as provisions that provided for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant, precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815-40 and are not eligible for an exception from derivative accounting, the Warrants are recorded as derivative liabilities on our Balance SheetSheets and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in our Statement of Operations in the period of change.
Convertible Promissory Note
We account for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments.
We review the terms of convertible debt issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.
Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense.
We assessed the provisions of the Convertible Promissory Note under ASC 470-20. The derivative component of the obligation is initially valued and classified as a derivative liability. The conversion option was valued using a Monte Carlo simulation model, which is considered to be a Level 3 fair value measurement. The conversion option liability is not recorded as of September 30, 2022 as it was determined to have no fair value.
Offering Costs Associated with the Initial Public Offering
We comply with the requirements of the ASC 340-10-S99-1, “Other Assets and Deferred Costs.” Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with Warrant liabilities are expensed as incurred, presented as non-operating expenses in our Statement of Operations. Offering costs associated with the Class A ordinary shares were charged to shareholders’ equitydeficit upon the completion of the IPO. Transaction costs of the IPO, including the partial exercise of the over-allotment, amounted to $15,722,172,$15,622,172, of which $618,405 were allocated to expense associated with the Warrant liability.
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Ordinary Shares Subject to Possible Redemption
The Company accountsAll of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with our liquidation, if there is a shareholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to our charter. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within our control require ordinary shares subject to possible redemption in accordance withto be classified outside of permanent equity. Ordinary liquidation events, which involve the guidance in ASC 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the controlliquidation of all of the holder or subject to redemption uponentity’s equity instruments, are excluded from the occurrenceprovisions of uncertain events not solely within the Company’s control) is classified as temporary equity. AtASC 480. Accordingly, at September 30, 2022 and December 31, 2021, all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly,Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equitydeficit section of the Company’sour condensed balance sheets.
We recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary share to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary share are affected by charges against additional paid in capital and accumulated deficit.
Net LossIncome Per Share
We comply with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net lossincome per share is computed by dividing net lossincome by the weighted average number of ordinary shares outstanding during the period. The Company appliesWe have two classes of shares, Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two-class methodtwo classes of shares. We have not considered the effect of warrants sold in calculating earnings per share. Ordinarythe IPO and the Private Placements to purchase 13,993,314 ordinary shares subject to possible redemption at March 31, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded fromin the calculation of basicdiluted net lossincome per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income per ordinary share since suchis the same as basic net income per ordinary share for the period presented.
Our statement of operations applies the two-class method in calculating net income per share. Basic and diluted net income per ordinary share for Class A ordinary shares if redeemed, only participate in their pro rata shareand Class B ordinary shares is calculated by dividing net income attributable to us by the weighted average number of the Trust Account earnings.Class A ordinary shares and Class B ordinary shares outstanding, allocated proportionally to each class of shares.
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU2 020-06,Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-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 scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.
Our 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 ArrangementsEmerging Growth Company and Smaller Reporting Company Status
As an emerging growth company, or EGC, under the Jumpstart Our Business Startups Act of March 31, 2021,2012, or JOBS Act, we didmay delay the adoption of certain accounting standards until such time as those standards apply to private companies. Other exemptions and reduced reporting requirements under the JOBS Act for EGCs include presentation of only two years of audited financial statements in a registration statement for an IPO, an exemption from the requirement to provide an auditor’s report on internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, an exemption from any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation, and less extensive disclosure about our executive compensation arrangements.
In addition, the JOBS Act provides that an EGC can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an EGC to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected not have any off-balance sheet arrangementsto “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, we can adopt the new or revised standard at the time private companies adopt the new or revised standard and may do so until such time that we either (1) irrevocably elect to “opt out” of such extended transition period or (2) no longer qualify as an emerging growth company. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
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We are also a “smaller reporting company,” as defined in Item 303(a)(4)(ii)the Exchange Act of Regulation S-K.1934, or the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company, in which case we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act and are not required to provide the information otherwise required under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer (our principal executive officer and principal financial and accounting officer,officer), we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15I and 15d-15(e) under the Exchange Act, as of the end of the fiscal quarter ended March 31, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.September 30, 2022. Based on this evaluation our principal executive and in light of the material weakness in internal controls described below, our chief executive officer and chiefprincipal financial officer have(“Certifying Officer”) has concluded that during the period covered by this report, our disclosure controls and procedures were not effective. Our internal control over financial reporting did not result in the proper accounting classification of complex financial instruments and the accounting for accruals for certain expenses. As a result, we performed additional analyses as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, our financial position, result of operations and cash flows of the periods presented.
Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed by us in our reports filed or submitted under the Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms,forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officerCertifying Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Our internal control over financial reporting did not result in the proper accounting classification of certain of the Warrants we issued in March 2021 which, due to its impact on our financial statements, we determined to be a material weakness. This mistake in classification was brought to our attention only when the SEC issued the Staff Statement. The SEC Statement addresses certain accounting and reporting considerations related to warrants of a kind similar to those we issued at the time of our IPO in March 2021.
Changes in Internal Control over Financial Reporting
ThereOther than the matter disclosed above, and the additional procedures described below, there was no change in our internal control over financial reporting that occurred during the period from January 15, 2021 (inception) through March 31, 2021,quarter ended September 30, 2022 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, as the circumstances that ledreporting.
As disclosed above, management has identified material weaknesses in internal controls related to the revisionproper accounting classification of our previously filedcomplex financial statements described above had not yet been identified.instruments and the accounting for accruals for certain expenses. In the light of the revision of the accounting for the Public Warrants and Private Warrants,material weaknesses identified, we plan to continue to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.
PART II – OTHER INFORMATIONPARTII-OTHERINFORMATION
None.
There have been no material changes fromInvesting in our securities involves a high degree of risk. In addition to the riskother information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors previously discloseddiscussed in the Company’s final prospectusPart I, Item 1A Risk Factors in our Annual Report on Form 10-K for the IPO asyear ended December 31, 2021 filed with the SEC on March 19, 2021, exceptApril 20, 2022 (the “2021 Form 10-K”) and Part II, Item 1A Risk Factors in our Quarterly Reports on Form 10-Q for the below:quarter ended March 31, 2022, filed with the SEC on May 26, 2022, and for the quarter ended June 30, 2022, filed with the SEC on August 16, 2022, which could materially affect our business, financial condition, or future results.
Our warrants are accounted for as liabilities andThe Excise Tax included in the changes inInflation Reduction Act of 2022 may decrease the value of our warrants could havesecurities, hinder our ability to consummate an initial business combination, and decrease the amount of funds available for distribution in connection with a material effect on our financial results.redemption or liquidation.
On April 12, 2021,August 16, 2022, the Acting DirectorInflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock or shares by publicly traded domestic corporations and certain domestic subsidiaries of publicly traded foreign corporations (the “Excise Tax”). The Excise Tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the Division of Corporation Finance and Acting Chief AccountantExcise Tax is generally 1% of the SEC togetherfair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock or share issuances against the fair market value of stock or share repurchases during the same taxable year. In addition, certain exceptions apply to the Excise Tax. Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.
Any redemption or other repurchase that occurs after December 31, 2022, in connection with an initial business combination — particularly one that involves our combination with a U.S. entity and/or our re-domestication as a U.S. corporation —may be subject to the Excise Tax.1 Whether and to what extent we would be subject to the Excise Tax would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the initial business combination, (ii) the structure of the initial business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the initial business combination (or otherwise issued a statement regardingnot in connection with the accountinginitial business combination but issued within the same taxable year of the initial business combination) and reporting considerations for warrants issued(iv) the content of regulations and other guidance from the U.S. Department of the Treasury. In addition, because the Excise Tax would be payable by special purpose acquisition companies entitled “Staff Statement on Accountingus, and Reporting Considerations for Warrants Issuednot by Special Purpose Acquisition Companies,” or the Staff Statement. Specifically,redeeming holder, the Staff Statement focused on warrants thatmechanics of any required payment of the Excise Tax have certain settlement terms and provisions related to certain tender offers or warrants which do not meetbeen determined. Consequently, the criteria to be considered indexed to an entity’s own stock, which terms are similar to those containedvalue of your investment in the warrant agreement governing our Warrants. Assecurities may decrease as a result of the Staff Statement, we evaluatedExcise Tax. In addition, the accounting treatment of our 9,042,843 Public WarrantsExcise Tax may make a transaction with us less appealing to potential business combination targets, and 4,950,471 Private Placement Warrants, and determined that the Warrants should be recorded as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.
As a result, included on our balance sheet from January 15, 2021 (inception) to March 31, 2021 contained elsewhere in this Form 10-Q are derivative liabilities related to embedded features contained within our Warrants. Accounting Standards Codification 815-40, “Derivatives and Hedging — Contracts on an Entity’s Own Equity”, provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our Warrants each reporting period and that the amount of such gains or losses could be material.
We have identified a material weakness in our internal control over financial reporting as of March 31, 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.
Following this issuance of the Staff Statement our management concluded that, in light of the Staff Statement, a material weakness in our internal controls over financial reporting existed at March 31, 2021.
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 and corrected 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 identify any new material weaknesses in the future, any such newly identified material weakness could limitthus, potentially hinder our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reportingenter into and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.consummate an initial business combination.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities
Unregistered Sales
On January 19, 2021, our Sponsor paid an aggregate of $25,000 to cover certain of our expenses in exchange for issuance of 7,187,500 Founder Shares. Our Sponsor agreed to forfeit up to an aggregate of 937,500 Founder Shares to the extent that the Underwriters’ 45-day over-allotment option to purchase additional Units was not exercised in full by the Underwriters or was reduced, so that the Founder Shares would represent 20% of our issued and outstanding shares after the IPO. On March 31, 2021, the Underwriters partially exercised the over-allotment option to purchase an additional 2,128,532 Units. Concurrently with the exercise of the over-allotment option, our Sponsor surrendered for cancellation 532,132 Founder Shares. The Founder Shares were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
On March 23, 2021, our Sponsor purchased 4,666,667 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at a price of $1.50 per Private Placement Warrant, generating gross proceeds of approximately $7.0 million, in a private placement that closed simultaneously with the closing of the IPO. Simultaneously with the closing of the over-allotment option on March 31, 2021, we sold an aggregate of 283,804 additional Private Placement Warrants to our Sponsor, generating gross proceeds to us of approximately $425,706. The issuances of the Private Placement Warrants were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
No underwriting discounts or commissions were paid with respect to such sales.
Use of Proceeds
On March 23, 2021, we consummated our IPO of 25,000,000 Units. Each Unit consists of one Class A ordinary share, and one-third of one redeemable warrant to purchase one Class A ordinary share at a price of $11.50 per whole share. Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. acted as representatives of the Underwriters. The Units were sold at a price of $10.00 per Unit, generating gross proceeds of $250.0 million. We granted the Underwriters a 45-day option to purchase up to an additional 3,750,000 units at the IPO price to cover over-allotments, if any. On March 31, 2021, the Underwriters partially exercised the over-allotment option and purchased an additional 2,128,532 Units generating gross proceeds of $21.3 million. On March 31, 2021, our Sponsor surrendered 532,132 Class B ordinary shares for cancellation in connection with the partial exercise of the over-allotmentover- allotment option. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-253105). The Securities and Exchange Commission declared the registration statement effective on March 18, 2021.
Upon further evaluation, management determined that, due to a clerical error in the calculation of the number of Class B ordinary shares to be surrendered to us in connection with the partial exercise of the over-allotment option, the Sponsor inadvertently surrendered 126,765 Class B ordinary shares more than the 405,367 Class B ordinary shares that were required to have been forfeited by it in connection with the partial exercise of the over-allotment option (the “Clerical Error”). Accordingly, on September 16, 2021, we issued 126,765 Class B ordinary shares to the Sponsor, for no consideration, to correct the Clerical Error, such that the total number of Class B ordinary shares forfeited by the Sponsor, after giving effect to the correction of the Clerical Error, was 405,367 Class B ordinary shares.
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Substantially concurrently with the closing of the IPO, we completed the private sale of 4,666,667 Private Placement Warrants, at a purchase price of $1.50 per Private Placement Warrant, to our Sponsor, generating gross proceeds of $7.0 million. In connection with the Underwriters’ partial exercise of their over-allotment option, our Sponsor purchased an additional 283,804 Private Placement Warrants, generating gross proceeds of approximately $0.4 million.
In connection with the IPO and the over-allotment, we incurred offering costs of approximately $15.7 million,$15,622,172, inclusive of approximately $9.5 million in deferred underwriting commissions. Other incurred offering costs consisted principally of preparation fees related to the IPO. After deducting the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the Initialinitial Business Combination, if consummated) and the IPO expenses, approximately $271.3 million of the net proceeds from our IPO, the over-allotment and certain of the proceeds from the private placement of the Private Placement Warrants (or $10.00 per Unit sold in the IPO) were placed in the Trust Account. See Note 41 to the unaudited condensed financial statements for additional detail.
We have agreed to pay the Underwriters up to an additional $9.5 million on account of certain deferred underwriting fees in connection with the Initialinitial Business Combination; provided, however, that the Underwriters will not be paid such additional fees if we do not complete the Initialinitial Business Combination.
There has been no material change in the planned use of the proceeds from the IPO and Private Placement as is described in our final prospectus related to the IPO.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
None.On November 8, 2022, our board of directors appointed Martin Varsavsky, our chief executive officer, to serve as our interim Chief Financial Officer (principal financial officer).
For Mr. Varsavsky’s biographical information and disclosure related to certain transactions between us and Mr. Varsavsky, see the disclosure include under Item 10. Directors, Executive Officers and Corporate Governance on page 61 of the 2021 Form 10-K and Item 13. Certain Relationships and Related Transactions, and Director Independence on pages 66 through 68 of the 2021 Form 10-K, which disclosure is incorporated herein by reference.
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101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and incorporated as Exhibit 101). |
* | Filed herewith. |
1 | Previously filed as an exhibit to our Current Report on Form 8-K filed on March 23, 2021 and incorporated by reference herein. |
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SIGNATURES
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 thereunto duly authorized on this 8th day of July 2021.November 2022.
LEVERE HOLDINGS CORP. |
By: | /s/ |
Martin Varsavsky | ||
Name: | ||
Title: | Chief Executive Officer and Chief Financial Officer |
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