Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
In connection with the preparation of its financial statements as of September
30, 2021, the management of Lefteris Acquisition Corp. (the "Company") has
re-evaluated the Company's application of ASC 480-10-S99-3A to its accounting
classification of the redeemable shares of Class A common stock, par value
$0.0001 per share (the "Public Shares"), issued as part of the units sold in the
Company's initial public offering (the "IPO") on October 23, 2020. Historically,
a portion of the Public Shares was classified as permanent equity to maintain
net tangible assets greater than $5,000,000 on the basis that the Company will
consummate its initial business combination only if the Company has net tangible
assets of at least $5,000,001. The Company's management has determined that the
Public Shares include certain provisions that require classification of the
Public Shares as temporary equity regardless of the minimum net tangible assets
required to complete the Company's initial business combination.
On November 22, 2021, the Company's management and the Audit Committee of the
Company's board of directors (the "Audit Committee") concluded that it is
appropriate to restate the Company's previously issued audited pro forma balance
sheet as of October 23, 2020, filed as an exhibit to the Company's periodic
report on Form 8-K filed on October 29, 2020; the audited balance sheet included
in the Company's Annual Report on Form 10-K/A, as amended, for the fiscal year
ended December 31, 2020, filed with the SEC on July 6, 2021; and unaudited
interim financial statements included in the Company's Quarterly Reports on Form
10-Q for the periods ending March 31, 2021, June 30, 2021, and September 30,
2021, filed on July 15, 2021, August 16, 2021, and November 15, 2021,
respectively, (the "Non-Reliance Affected Financial Statements"), in each case
to report all Public Shares as temporary equity.
Considering such restatement, the Non-Reliance Affected Financial Statements
should no longer be relied upon. As such, the Company will restate its financial
statements for the periods affected by the Non-Reliance Affected Financial
Statements in an amended Quarterly Report on Form 10-Q/A for the quarterly
period ended September 30, 2021 (the "Q3 Form 10-Q/A"), as described therein.
The Company's management has concluded that in light of the classification error
described above, a material weakness exists in the Company's internal control
over financial reporting and that the Company's disclosure controls and
procedures were not effective for the periods covered by the Non-Reliance
Affected Financial Statements. The Company's remediation plan with respect to
such material weakness will be described in more detail in the Q3 Form 10-Q/A.
The above changes will not have any impact on the Company's cash position and
cash held in the trust account established in connection with the IPO.
The Company's management and the Audit Committee have discussed the matters
disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with
WithumSmith+Brown, PC, the Company's independent registered accounting firm.
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