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): ~~November~~September 227, ~~2021~~2022

LEFTERIS ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-39636	85-2646550
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

292 Newbury Street, Suite 293 Boston, MA		02115
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 510-1991

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 (see General Instruction A.2. below):

☐	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 Act:

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, $0.0001 par value, and one-third of one redeemable warrant	LFTRU	The Nasdaq Stock Market LLC
Class A common stock included as part of the units	LFTR	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	LFTRW	The Nasdaq Stock Market LLC

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 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 4 5.02 ~~Non-Reliance~~Departure onof ~~Previously~~Directors ~~Issued~~or ~~Financial~~Certain ~~Statements~~Officers; orElection aof ~~Related~~Directors; ~~Audit~~Appointment ~~Report~~of orCertain ~~Completed~~Officers; ~~Interim~~Compensatory ~~Review~~Arrangements of Certain Officers.

InOn ~~connection~~September ~~with~~7, ~~the~~2022, ~~preparation~~Karl ofRoessner ~~its~~resigned ~~financial statements~~ as ofChief ~~September~~Executive ~~30,~~Officer ~~2021, the management~~ of Lefteris Acquisition Corp. (the “Company”), ~~has~~effective ~~re-evaluated~~immediately. ~~the Company’s~~On ~~application~~September of7, ~~ASC~~2022, ~~480-10-S99-3A to its accounting classification of~~ the ~~redeemable~~Board ~~shares~~ of ~~Class~~Directors ~~A common stock, par value $0.0001 per share~~ (the “~~Public Shares~~Board”), ~~issued~~appointed asJon Isaacson, ~~part of~~ the ~~units sold in the~~ Company’s ~~initial~~Chief ~~public~~Financial ~~offering (the~~Officer ~~“IPO”)~~and onChief ~~October~~Corporate ~~23,~~Development ~~2020. Historically~~Officer, ato ~~portion~~succeed ofMr. ~~the~~Roessner ~~Public Shares was classified~~ as ~~permanent~~Chief ~~equity~~Executive toOfficer, ~~maintain~~effective ~~net~~September ~~tangible assets greater than $5~~8,~~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~~2022,~~000,001.~~ ~~The~~in ~~Company’s~~addition 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~~his ~~the~~current ~~Company’s initial business combination~~roles.

OnMr. ~~November 22~~Isaacson, ~~2021~~51, has served as the Company’s ~~management~~Chief Financial Officer and ~~the~~Chief ~~Audit~~Corporate ~~Committee~~Development ofOfficer ~~the~~since ~~Company’s~~its ~~board~~inception. ofPrior ~~directors~~to (joining the ~~“Audit~~Company, ~~Committee”)~~Mr. ~~concluded~~Isaacson ~~that~~served itas isthe ~~appropriate~~Chief toFinancial ~~restate~~Officer ~~the~~of ~~Company’s~~Senseonics, ~~previously~~Inc. ~~issued~~(NYSE: ~~audited~~SENS), ~~pro~~a ~~forma~~portfolio ~~balance~~company ~~sheet~~of asventure ofcapital ~~October~~firm ~~23,~~New ~~2020,~~Enterprise ~~filed~~Associates asfrom anJanuary ~~exhibit~~2019 to ~~the~~December ~~Company’s~~2019. ~~periodic~~Prior ~~report~~to onjoining ~~Form~~Senseonics, ~~8-K~~he ~~filed~~served onas ~~October 29, 2020;~~ the ~~audited~~Chief ~~balance~~Financial ~~sheet~~Officer ~~included~~of inEdelman ~~the~~Financial ~~Company’s Annual~~Services, ~~Report~~LLC onfrom ~~Form~~November ~~10-K/A,~~2017 asto ~~amended,~~December ~~for~~2018. ~~the~~Before ~~fiscal~~joining ~~year~~Edelman ~~ended~~Financial ~~December 31~~Services, ~~2020,~~he ~~filed~~served ~~with~~as ~~the~~a ~~SEC~~Managing onDirector ~~July~~for 6,over ~~2021;~~14 ~~and~~years ~~unaudited~~at ~~interim~~American ~~financial~~Capital, ~~statements~~Ltd ~~included~~(NASDAQ: inACAS), ~~the~~from ~~Company’s~~November ~~Quarterly~~2002 ~~Reports~~to onJanuary ~~Form~~2017. ~~10-Q~~Mr. ~~for~~Isaacson ~~the~~also ~~periods~~held ~~ending~~roles ~~March~~at ~~31,~~Thayer ~~2021~~Capital Partners, ~~June 30~~L.P., ~~2021~~GTCR LLC, ~~and~~McKinsey ~~September~~& ~~30,~~Company ~~2021,~~and ~~filed~~Morgan onStanley ~~July~~& 15Co., ~~2021,~~LLC. ~~August~~Mr. ~~16,~~Isaacson ~~2021,~~received ~~and~~his ~~November~~Bachelor ~~15,~~of ~~2021,~~Arts ~~respectively,~~in ~~(the~~Political ~~“Non-Reliance~~Science ~~Affected~~from ~~Financial~~The ~~Statements”),~~Johns inHopkins ~~each~~University ~~case~~and tohis ~~report~~Master ~~all~~of Business ~~Public~~Administration ~~Shares~~from asStanford ~~temporary~~University ~~equity~~Graduate School of Business.

~~Considering~~There ~~such~~are ~~restatement,~~no ~~the Non-Reliance Affected~~arrangements ~~Financial~~or ~~Statements~~understandings ~~should~~pursuant noto ~~longer~~which beMr. ~~relied~~Isaacson ~~upon.~~was Asselected ~~such,~~for ~~the~~his ~~Company~~position. ~~will~~He ~~restate~~has ~~its financial~~no ~~statements~~family ~~for~~relationships with any of the ~~periods~~Company’s ~~affected~~directors byor ~~the Non-Reliance Affected~~executive ~~Financial~~officers, ~~Statements~~and inhe anis ~~amended~~not ~~Quarterly~~a party ~~Report~~to, onand ~~Form~~he ~~10-Q/A~~does ~~for~~not ~~the~~have ~~quarterly~~any ~~period~~direct ~~ended~~or ~~September~~indirect 30material interest in, ~~2021~~any ~~(the~~transaction ~~“Q3~~requiring ~~Form~~disclosure ~~10-Q/A”~~under Item 404(a), asof ~~described~~Regulation ~~therein~~S-K.

The ~~Company’s~~Board ~~management~~ has ~~concluded~~appointed ~~that~~Mr. inRoessner ~~light~~to ofbecome ~~the~~Vice ~~classification~~Chairman ~~error~~of ~~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~~September ~~the~~8, ~~periods covered by the Non-Reliance Affected Financial Statements~~2022. ~~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~~Mr. ~~above~~Roessner, ~~changes~~54, ~~will~~has ~~not~~served ~~have~~as ~~any~~the ~~impact~~Company’s onChief Executive Officer since its inception. Prior to joining the Company, Roessner served as the Chief Executive Officer and a member of the Board of Directors of E*TRADE Financial Corp from September 2016 to August 2019. (“E*TRADE”) (NASDAQ: ETFC). Prior to being named Chief Executive Officer, Mr. Roessner served as E*TRADE’s ~~cash~~Executive ~~position~~Vice President, General Counsel and ~~cash~~Secretary ~~held~~from inMay ~~the~~2009 ~~trust~~to ~~account~~September 2016. ~~established~~Before joining E*TRADE, Mr. Roessner was a Partner at Clifford Chance US LLP in ~~connection~~its ~~with~~Mergers ~~the~~& ~~IPO~~Acquisitions Group. Mr. Roessner received his Bachelor of Business Administration from Siena College and his Juris Doctor degree from St. John’s University School of Law.

~~The~~There ~~Company’s~~are ~~management~~no ~~and~~arrangements ~~the~~or ~~Audit~~understandings ~~Committee~~pursuant ~~have~~to ~~discussed~~which ~~the~~Mr. ~~matters~~Roessner ~~disclosed~~was inselected ~~this~~for ~~Current~~his ~~Report~~position. onHe ~~Form 8-K pursuant~~has tono ~~this~~family ~~Item~~relationships ~~4.02~~ with ~~WithumSmith+Brown,~~any ~~PC,~~of the Company’s ~~independent~~directors ~~registered~~or ~~accounting~~executive ~~firm~~officers, and he is not a party to, and he does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

99.1	Press release dated September 8, 2022

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.

Dated: ~~November~~September 268, ~~2021~~2022

LEFTERIS ACQUISITION CORP. By: /s/ Jon Isaacson Name: Jon Isaacson Title: Chief Executive Officer, Chief Financial Officer and Chief Corporate Development Officer

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