Item 3.01(a) Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing
On May 28, 2021, Lefteris Acquisition Corp. (the "Company") received a
Notification of Deficiency by the Listing Qualifications Department at The
Nasdaq Stock Market LLC ("Nasdaq") which stated that, because the Company had
not as of the date of the letter filed its Form 10-Q for the period ended March
31, 2021 (the "Form 10-Q"), it is in violation of Nasdaq Listing Rule
5250(c)(1).
As previously announced on May 21, 2021, the Company (Nasdaq: LFTR) has
determined to restate its 2020 financial statements (the "Non-Reliance Period")
in light of the U.S. Securities and Exchange Commission's (the "SEC") recently
issued "Staff Statement on Accounting and Reporting Considerations for Warrants
Issued by Special Purpose Acquisition Companies ("SPACs") (the "Staff
Statement"). This Staff Statement issued on April 12, 2021 informed market
participants that warrants issued by SPACs and former SPACs may need to be
reclassified as liabilities with non-cash fair value adjustments recorded in
earnings at each reporting period. The Company had previously classified its
issued warrants as equity. The Company is working diligently with its auditors
in order to finalize and to file an amendment to its Annual Report on Form 10-K
for the year ended December 31, 2020 (the "Form 10-K/A") reflecting the
reclassification of the warrants for the Non-Reliance Period as soon as
practicable. The adjustments to the financial statement items for the
Non-Reliance Period will be set forth through disclosures in the financial
statements included in the Form 10-K/A.
Given the time and focus dedicated to the restatement process and the completion
and filing of the Company's Form 10-K/A, the Company requires additional time to
complete its customary quarterly review and reporting process and the filing of
its Form 10-Q. The Form 10-Q will be filed as soon as is practicable after the
filing of the Form 10-K/A.
As required by Nasdaq rules, on May 28, 2021, the Company issued a press release
regarding the matters described in this Item 3.01. A copy of the press release
is included as Exhibit 99.1 to this Current Report and incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release, dated May 28, 2021
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