Item 1. Business
Introduction
Recent Developments
Levere Holdings Corp., or the Company, February 23, 2022, issued a press release announcing that it would redeem all of its outstanding Class A ordinary shares that were included in the Units (as defined below) issued in its initial public offering, effective as of the close of business on March 23, 2023, as the Company would not consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association. The Class A ordinary shares, Public Warrants (as defined below) and Units ceased trading on Nasdaq as of market close on March 23, 2023. The following day, on March 24, 2023, the Company redeemed all 27,128,532 of its Class A ordinary shares totaling $277,532,655 (at approximately $10.23 per Class A ordinary share.)
Accordingly, the following discussion relates to the Company’s historical operations as of December 31, 2022 and does not give effect to the subsequent (i) delisting of the Class A ordinary shares, Public Warrants and Units (ii) redemption of the Class A ordinary shares (iii) expiration of the Public Warrants, or (iv) wind down of its business, each of which has already occurred or is ongoing.
Initial Public Offering
The Company, was incorporated as a Cayman Islands exempted company on January 15, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses or entities, referenced herein as the Business Combination.
As of December 31, 2022, we had not commenced any operations. All activity through December 31, 2022 relates to our formation and the Initial Public Offering, or the IPO, which is described below, and identifying a target company for the Business Combination. We will not generate any operating revenues until after the completion of the Business Combination, at the earliest. We generate non-operating income in the form of interest income from the proceeds derived from the IPO.
Our sponsor was Levere Holding GG Ltd., or Levere GG, a U.K private company limited by shares. On March 23, 2021, we entered into an agreement with Goggo Network GmbH, a German company limited by shares and Levere GG, pursuant to which Levere GG transferred 6,413,571 Class B ordinary shares to Goggo Network Gmbh. Upon the transfer of shares, Goggo Network Gmbh became our new sponsor.
The registration statement for our IPO was declared effective by the U.S. Securities and Exchange Commission, or the SEC, on March 18, 2021. On March 23, 2021, the Company consummated its IPO of 25,000,000 units, or the Units, and, with respect to the Class A ordinary shares included in the Units sold, the Public Shares, at $10.00 per Unit, generating gross proceeds of $250,000,000, which is discussed in Note 1. Each Unit consists of one Class A ordinary share, and one-third of one redeemable warrant to purchase one Class A ordinary share at a price of $11.50 per whole share, each whole warrant a Public Warrant.
Simultaneously with the closing of its IPO, the Company consummated the issuance and sale of 4,666,667 warrants, or the Private Placement Warrants, and together with the Public Warrants, the Warrants, at a price of $1.50 per Private Placement Warrant in a private placement to our Sponsor, generating gross proceeds of $7,000,000, which is discussed in Note 1, referred to herein as the IPO Private Placement.
On March 31, 2021, the Underwriters partially exercised the over-allotment option and purchased an additional 2,128,532 Units, generating aggregate gross proceeds of $21,285,320, and incurring $425,706 in cash underwriting fees. The underwriters forfeited the remainder of the option on May 2, 2021.
Simultaneously with the closing of the partial exercise of the over-allotment option, we completed the sale of an additional 283,804 Private Placement Warrants to our Sponsor, at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds of $425,706, which is discussed in Note 1, referred to herein as the Over-Allotment Private Placement, and together with the IPO Private Placement, the Private Placements. On March 31, 2021, our Sponsor surrendered 532,132 Class B ordinary shares for cancellation in connection with the partial exercise of the over- allotment option. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-253105). The Securities and Exchange Commission declared the registration statement effective on March 18, 2021.
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