8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 17, 2020

LEFTERIS ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-39636	85-2646550
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

292 Newbury Street, Suite 293 Boston, MA	02115
(Address of principal executive offices)	(Zip Code)

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

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant	LFTRU	The Nasdaq Stock Market LLC
Shares of Class A common stock, $0.0001 par value,  included as part of the units	LFTR	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	LFTRW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

Item 8.01 Other Events.

As previously reported on a Current Report on Form 8-K of Lefteris Acquisition Corp., a Delaware corporation (the “Company”), on October 23, 2020, the Company consummated its initial public offering (the “IPO”) of 20,000,000 units (the “Units”). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one redeemable warrant of the Company (each, a “Warrant”), each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds of $200,000,000. The Company granted the underwriter in the IPO (the “Underwriter”) a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments, if any. On November 13, 2020, the Underwriter partially exercised its over-allotment option and on November 17, 2020, purchased an additional 709,894 Units (the “Over-Allotment Units”), generating gross proceeds of $7,098,940.

As previously reported on a Current Report on Form 8-K of the Company, simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 4,000,000 warrants (the “Private Placement Warrants”) to Lefteris Holdings LLC, a Delaware limited liability company (the “Sponsor”), at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $6,000,000. In connection with the Underwriter’s partial exercise of its over-allotment option, the Sponsor purchased an additional 94,653 Private Placement Warrants, generating gross proceeds to the Company of $141,979.

In connection with the closing and sale of the Over-Allotment Units and 94,653 additional Private Placement Warrants (together, the “Over-Allotment Closing”), a total of $7,098,940 comprised of $6,956,961 of the proceeds from the closing and sale of the Over-Allotment Units (which amount includes $248,463 of the Underwriter’s deferred discount) and $141,979 of the proceeds of the sale of the additional 94,653 Private Placement Warrants, was placed in a trust account established for the benefit of the Company’s public stockholders and the underwriter of the IPO at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. As a result of the Underwriter's partial exercise of the over-allotment option, the Sponsor forfeited 572,526 shares of the Company's Class B common stock, $0.0001 par value per share.

An audited balance sheet as of October 23, 2020 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and previously filed as Exhibit 99.1 to a Current Report on Form 8-K on October 29, 2020. The Company’s unaudited pro forma balance sheet as of October 23, 2020, adjusted for the Over-Allotment Closing on November 17, 2020, is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
99.1	Unaudited Pro Forma Balance Sheet as of October 23 2020.

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: November 20, 2020

LEFTERIS ACQUISITION CORP.
By:	/s/ Jon Isaacson
Name:	Jon Isaacson
Title:	Chief Financial Officer and Chief Corporate Development Officer

EX-99.1

Exhibit 99.1

LEFTERIS ACQUISITION CORP.

PRO FORMA BALANCE SHEET

	Actual as of October 23, 2020			Pro Forma Adjustments				As Adjusted as of October 23, 2020
				(unaudited)				(unaudited)
ASSETS
Current asset – Cash	$	2,104,848		$	—			$	2,104,848
Cash held in Trust Account		200,000,000			7,098,940		(a)		207,098,940
					(141,979	)	(b)
					141,979		(d)
Total Assets	$	202,104,848		$	7,098,940			$	209,203,788
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accrued expenses	$	75,082		$	—				75,082
Accrued offering costs		327,413			—				327,413
Promissory note – related party		170,337			—				170,337
Total Current Liabilities		572,832			—				572,832
Deferred underwriting fee payable		7,000,000		$	248,463		(c)	$	7,248,463
Total Liabilities		7,572,832			248,463				7,821,295
Commitments and Contingencies
Class A common stock subject to possible redemption, 18,953,201 and 19,638,249 shares at $10.00 per share		189,532,010			6,850,480		(f)		196,382,490
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; 100,000,000 shares authorized; 1,046,799 and 1,071,645 shares issued and outstanding (excluding 18,953,201 and 19,638,249 shares, respectively, subject to possible redemption)		105			71		(a)		107
					(69	)	(f)
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 and 5,177,474 shares issued and outstanding		575			(57	)	(e)		518
Additional paid-in capital		5,074,488			7,098,869		(a)		5,074,540
					(141,979	)	(b)
					(248,463	)	(c)
					141,979		(d)
					57		(e)
					(6,850,411	)	(f)
Accumulated deficit		(75,162	)		—				(75,162	)
Total Stockholders’ Equity		5,000,006			(3	)			5,000,003
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	202,104,848		$	7,098,940			$	209,203,788

See accompanying note to the pro forma balance sheet.

LEFTERIS ACQUISITION CORP.

NOTE TO PRO FORMA BALANCE SHEET

(unaudited)

NOTE 1 - CLOSING OF OVER-ALLOTMENT OPTION

The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Lefteris Acquisition Corp. (the “Company”) as of October 23, 2020, adjusted for the partial closing of the underwriters’ over-allotment option and related transactions, which occurred on November 17, 2020, as described below.

On November 17, 2020, the Company consummated the closing of the sale of 709,894 additional units (the “Units”) at a price of $10.00 per unit upon receiving notice of the underwriters’ election to partially exercise their over-allotment option, generating additional gross proceeds of $7,098,940 to the Company. Each Unit consists of one share Class A common stock (the “Common Stock”) and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share. Simultaneously with the exercise of the over-allotment option, the Company consummated the private placement of an additional 94,653 warrants (the “Private Placement Warrants”), at a purchase price of $1.50 per Private Placement Warrant, to Lefteris Holdings LLC, generating gross proceeds of $141,979. Transaction costs amounted to $390,441, consisting of $141,979 in cash underwriting fees and $248,463 of additional underwriting fees, which have been deferred until the completion of the Company’s Business Combination. As a result of the underwriters’ election to partially exercise their over-allotment option and the forfeiture of the remaining over-allotment option, 177,474 Founder Shares are no longer subject to forfeiture and 572,526 Founder Shares were forfeited, resulting in an aggregate of 5,177,474 Founder Shares outstanding. Pro forma adjustments to reflect the exercise of the underwriters’ over-allotment option are as follows:

	Pro forma entries:	Debit		Credit
a.	Cash held in Trust Account		7,098,940
	Class A common stock				71
	Additional paid-in capital				7,098,869
	To record sale of 709,894 Units on over-allotment option at $10.00 per Unit.
b.	Additional paid-in capital		141,979
	Cash held in Trust Account				141,979
	To record payment of 2.0% of cash underwriting fee on over-allotment option.
c.	Additional paid-in capital		248,463
	Deferred underwriting fee payable				248,463
	To record the liability for the 3.5% deferred underwriting fees on over-allotment option.
d.	Cash held in Trust Account		141,979
	Additional paid in capital				141,979
	To record sale of 94,653 over-allotment Private Placement Warrants at $1.50 per warrant.
e.	Class B common stock		57
	Additional paid in capital				57
	To record forfeiture of 572,526 Founder Shares.
f.	Class A common stock		69
	Additional paid-in capital		6,850,411
	Common stock subject to redemption				6,850,480
	To reclassify Class A common stock out of permanent equity into mezzanine redeemable shares.