Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On April 12, 2021, the staff of the Securities and Exchange Commission (the
"SEC") issued a public statement entitled "Staff Statement on Accounting and
Reporting Considerations for Warrants issued by Special Purpose Acquisition
Companies" ("SPACs") (the "Statement"). In the Statement, the SEC staff
expressed its view that certain terms and conditions common to SPAC warrants may
require the warrants to be classified as liabilities on the SPAC's balance sheet
as opposed to equity. Since October 23, 2020 (the "IPO date"), Lefteris
Acquisition Corp. (the "Company") has accounted for its outstanding warrants
("Warrants") to purchase ordinary shares as equity within its financial
statements. However, as a result of the Statement, and after discussion and
evaluation, including with the Company's independent auditors, the Company has
concluded that the Warrants should be presented as liabilities on its financial
statements as of the IPO date reported at fair value with subsequent fair value
re-measurement at each reporting period.
On May 19, 2021, the Board of Directors of the Company, based on the
recommendation of and after consultation with management, concluded that the
Company's previously issued audited financial statements for the period from
August 20, 2020 to December 31, 2020 (the "Non-Reliance Period") included in its
Annual Report on Form 10-K for the year ended December 31, 2020 should no longer
be relied upon due to changes required to reclassify the Warrants as liabilities
to align with the requirements set forth in the Statement.
As a result, investors, analysts and other persons should not rely upon the
Company's previously released financial statements and other financial data for
the Non-Reliance Period. The Company will file a revised Annual Report on Form
10-K/A that includes restated financial statements for the Non-Reliance Period
and that corrects the errors and provides additional explanation of the changes.
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.
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