|
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on
which registered
|
||
|
|
|
||
|
|
|
||
|
|
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
|
☒
|
Smaller reporting company
|
|
Emerging growth company
|
|
Page
|
||
PART 1 – FINANCIAL INFORMATION
|
|
|
|
||
Item 1.
|
Financial Statements
|
|
|
||
1
|
||
|
||
2
|
||
|
||
3
|
||
|
||
4
|
||
|
||
5
|
||
|
||
Item 2.
|
18
|
|
|
||
Item 3.
|
20
|
|
|
||
Item 4.
|
20
|
|
|
||
PART II – OTHER INFORMATION
|
|
|
|
||
Item 1.
|
22
|
|
|
||
Item 1A.
|
22
|
|
|
||
Item 2.
|
23
|
|
|
||
Item 3.
|
23
|
|
|
||
Item 4.
|
23
|
|
|
||
Item 5.
|
23
|
|
|
||
Item 6.
|
23
|
|
|
||
24
|
June 30,
2021
(unaudited)
|
December 31,
2020
|
|||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
$
|
|
$
|
|
||||
Prepaid expenses
|
|
|
||||||
Total Current Assets
|
|
|
||||||
Marketable investments held in Trust Account
|
|
|
||||||
TOTAL ASSETS
|
$
|
|
|
|||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
Current liabilities
|
||||||||
Accrued expenses
|
$
|
|
|
|||||
Accrued offering costs
|
|
|
||||||
Total Current Liabilities
|
|
|
||||||
Deferred underwriting fee payable
|
|
|
||||||
Warrant Liability
|
|
|
||||||
Total Liabilities
|
|
|
||||||
Commitments and Contingencies
|
||||||||
Class A ordinary shares subject to possible redemption,
|
|
|
||||||
Shareholders’ Equity
|
||||||||
Preference shares, $
|
|
|
||||||
Class A ordinary shares, $
|
|
|
||||||
Class B ordinary shares, $
|
|
|
||||||
Additional paid-in capital
|
|
|
||||||
Retained earnings (Accumulated deficit)
|
|
(
|
)
|
|||||
Total Shareholders’ Equity
|
|
|
||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
$
|
|
|
Three months
ended June 30,
2021
|
Six months
ended
June 30, 2021
|
|||||||
General and administrative expenses | $ | $ | ||||||
Loss from operations
|
( |
) |
(
|
)
|
||||
Other expense: |
||||||||
Change in fair value of warrant liabilities
|
( |
) |
|
|||||
Interest earned on marketable investments held in Trust Account
|
|
|||||||
Net (Loss) income
|
$ | ( |
) |
$
|
|
|||
Weighted average shares outstanding of Class A redeemable ordinary shares
|
|
|||||||
Basic and diluted net (loss) income per ordinary share, Class A redeemable ordinary shares
|
$ | $ |
||||||
Weighted average shares outstanding of Class B non-redeemable ordinary shares
|
|
|||||||
Basic and diluted net (loss) income per ordinary share, Class B non-redeemable ordinary shares
|
$ | ( |
) | $ |
Class A
Ordinary Shares
|
Class B
Ordinary Shares
|
Additional
Paid in
|
Retained Earnings/
|
Total
Shareholders’
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
(Accumulated Deficit)
|
Equity
|
||||||||||||||||||||||
Balance — January 1, 2021
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||
Change in valuation of Class A Ordinary shares subject to possible redemption
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||
Net income
|
—
|
|
—
|
|
|
|
|
|||||||||||||||||||||
Balance — March 31, 2021 (unaudited)
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Change in valuation of Class A Ordinary shares subject to possible redemption
|
||||||||||||||||||||||||||||
Net loss
|
— | — | ( |
) | ( |
) | ||||||||||||||||||||||
Balance — June 30, 2021 (unaudited)
|
$ | $ | $ | $ | $ |
Cash Flows from Operating Activities:
|
||||
Net income
|
$
|
|
||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||
Change in fair value of warrants
|
(
|
)
|
||
Interest earned on marketable investments held in Trust Account
|
(
|
)
|
||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
|
|||
Accrued expenses
|
|
|||
Net cash used in operating activities
|
(
|
)
|
||
Net Change in Cash
|
(
|
)
|
||
Cash – Beginning
|
|
|||
Cash – Ending
|
$
|
|
||
Non-Cash Investing and Financing Activities:
|
||||
Change in value of Class A ordinary shares subject to possible redemption
|
$
|
|
Table of Contents |
L&F ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
|
Table of Contents |
L&F ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
|
Table of Contents |
L&F ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
|
Table of Contents |
L&F ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
|
Table of Contents |
L&F ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
|
Table of Contents |
L&F ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
|
Three Months
Ended June 30,
2021
|
Six Months
Ended June 30,
2021
|
|||||||
Class A Ordinary Shares
|
||||||||
Numerator: Earnings allocable to Class A Ordinary Shares
|
||||||||
Interest Income
|
$
|
|
$ | |||||
Less: Income and Franchise Tax available to be withdrawn from the Trust Account
|
||||||||
Redeemable Net Earnings
|
$
|
|
$ | |||||
Denominator: Weighted Average Redeemable Class A Ordinary Shares
|
|
|||||||
Redeemable Class A Ordinary Shares, Basic and Diluted
|
|
|||||||
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares
|
$ | $ | ||||||
Non-Redeemable Class B Ordinary Shares
|
||||||||
Numerator: Net Income (Loss) minus Net Redeemable Net Earnings
|
||||||||
Net (Loss) Income
|
$ | ( |
) | $ | ||||
Redeemable Net Earnings
|
( |
) | ( |
) | ||||
Non-Redeemable Net (Loss) Income
|
$ | ( |
) | $ | ||||
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares
|
||||||||
Non-Redeemable Class B Ordinary Shares, Basic and Diluted
|
||||||||
(Loss) Income Basic and Diluted Class B Ordinary Shares
|
$ | ( |
) | $ |
•
|
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
|
•
|
Level 2, defined as inputs other than quoted
prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
|
•
|
Level 3, defined as unobservable inputs in
which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are
unobservable.
|
Table of Contents |
L&F ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
|
Table of Contents |
L&F ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
|
Table of Contents |
L&F ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
|
Table of Contents |
L&F ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
|
■ |
in whole and not in part;
|
|
■ |
at a price of $
|
|
■ |
upon a minimum of
|
|
■ |
if, and only if, the closing price of the Class A ordinary shares equals or exceeds $
|
Table of Contents |
L&F ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
|
■ |
in whole and not in part;
|
|
■ |
at a price of $
|
|
■ |
upon a minimum of
|
|
■ |
if, and only if, the closing price of the Class A ordinary shares equal or exceeds $
|
|
■ |
if the closing price of the Class A ordinary shares for any
|
Table of Contents |
L&F ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
|
Level:
1
|
Quoted
prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing
information on an ongoing basis.
|
Level: 2
|
Observable
inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
|
Level: 3
|
Unobservable
inputs based on an assessment of the assumptions that market participants would use in pricing the asset or liability.
|
Description
|
Level as of
June 30, 2021
|
June 30,
2021
|
December 31,
2020
|
|||||||||
Assets:
|
||||||||||||
Marketable investments held in Trust Account – U.S. Treasury Securities Money Market Fund
|
1
|
$
|
|
$
|
|
|||||||
Liabilities:
|
||||||||||||
Warrant liability – Public Warrants
|
1 |
|
|
|||||||||
Warrant liability – Private Placement Warrants
|
3
|
|
|
Fair value as of January 1, 2021
|
$
|
|
||
Change in fair value |
( |
) | ||
Transfer of Public warrants to level 1
|
(
|
)
|
||
Fair value as of March 31, 2021 |
||||
Change in fair value
|
||||
Fair value as of June 30, 2021
|
$
|
|
Table of Contents |
L&F ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
|
Input
|
June 30, 2021
|
December 31, 2020
|
||||||
Risk-free interest rate
|
% | % | ||||||
Trading days per year
|
|
|||||||
Volatility
|
|
%
|
% | |||||
Exercise price
|
$
|
|
$ | |||||
Stock Price
|
$
|
|
$ |
ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4. |
CONTROLS AND PROCEDURES
|
ITEM 1. |
LEGAL PROCEEDINGS.
|
ITEM 1A. |
RISK FACTORS.
|
ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
|
ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES.
|
ITEM 4. |
MINE SAFETY DISCLOSURES.
|
ITEM 5. |
OTHER INFORMATION.
|
ITEM 6. |
EXHIBITS
|
No.
|
Description of Exhibit
|
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
101.INS*
|
XBRL Instance Document
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB*
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
* |
Filed herewith.
|
** |
Furnished.
|
L&F ACQUISITION CORP.
|
||
Date: August 13, 2021
|
/s/ Adam Gerchen
|
|
Name:
|
Adam Gerchen
|
|
Title:
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
||
Date: August 13, 2021 |
/s/ Tom Gazdziak
|
|
Name:
|
Tom Gazdziak
|
|
Title:
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|