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EX-99.1 - EX-99.1 - Levere Holdings Corp. | d160296dex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 28, 2021
Levere Holdings Corp.
(Exact name of registrant as specified in its charter)
Cayman Islands | 001-40243 | 98-1581160 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman Cayman Islands |
KY1-1102 | |||
(Address of principal executive offices) | (Zip Code) |
+1 (345) 949-8066
(Registrants telephone number, including area code)
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 of 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 Securities Exchange Act of 1934:
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 | LVRAU | Nasdaq Capital Market | ||
Class A common stock, par value $0.0001 per share | LVRA | Nasdaq Capital Market | ||
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | LVRAW | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed in the Notification of Late Filing on Form 12b-25 filed on May 17, 2021 by Levere Holdings Corp. (the Company), on April 12, 2021, the Staff of the U.S. Securities and Exchange Commission (the SEC) issued the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the SEC Statement), which clarified guidance for all SPAC-related companies regarding the accounting and reporting for their warrants. Following review of the SEC Statement, the Company reevaluated the accounting treatment of its public and private placement warrants as equity, and concluded that, based on the SEC Statement, the public and private placement warrants should be, and should previously have been, classified as a liability measured at fair value, with non-cash fair value adjustments recorded in earnings at each reporting period.
The Company is currently determining the extent of the SEC Statements impact on its financial statements, including the financial statements as of and for the quarter ended March 31, 2021 to be included in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 (the Q1 2021 Form 10-Q). The Company is in the process of revising certain items of the Companys previously issued audited balance sheet dated as of March 23, 2021. The Company is also evaluating the impact of this revision on its internal control over financial reporting related to accounting for its public and private placement warrants.
On May 28, 2021, the Company received a notice (the Notice) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (Nasdaq) stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the Rule) because it has not timely filed the Q1 2021 Form 10-Q with the SEC. The Rule requires listed companies to timely file all required periodic financial reports with the SEC. The Notice has no immediate effect on the listing or trading of the Companys securities. However, if the Company fails to timely regain compliance with the Rule, the Companys securities will be subject to delisting from the Nasdaq Capital Market.
Under Nasdaq rules, the Company has 60 calendar days from the date of the Notice, or until July 27, 2021, to submit a plan to regain compliance with the Rule. If Nasdaq accepts the Companys plan, then Nasdaq may grant an exception of up to 180 calendar days from the due date of the Form 10-Q, or until November 15, 2021, to regain compliance. However, there can be no assurance that Nasdaq will accept the Companys plan to regain compliance or that the Company will be able to regain compliance within any extension period granted by Nasdaq. If Nasdaq does not accept the Companys plan, then the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel.
On June 4, 2021, the Company issued a press release announcing its receipt of the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description of Exhibits | |
99.1 | Press Release, dated June 4, 2021. |
Cautionary Statements Regarding Forward-Looking Statements
This Current Report includes forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as believes, expects, intends, plans, estimates, assumes, may, should, will, seeks, or other similar expressions. Such statements may include, but are not limited to, statements regarding the Companys review of its historical financial statements and the status of the Q1 2021 Form 10-Q. These statements are based on current expectations as of the date of this Current Report and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as of the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
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.
Levere Holdings Corp. | ||||||
Date: June 4, 2021 | By: | /s/ Martín Varsavsky Waisman-Diamond | ||||
Name: | Martín Varsavsky Waisman-Diamond | |||||
Title: | Chairman and Chief Executive Officer |