Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
As previously disclosed in the Notification of Late Filing on Form 12b-25 filed on
May 17, 2021 by Levere Holdings Corp. (the Company), on April 12, 2021, the Staff of the U.S. Securities and Exchange Commission (the SEC) issued the Staff Statement on Accounting and Reporting Considerations
for Warrants Issued by Special Purpose Acquisition Companies (the SEC Statement), which clarified guidance for all SPAC-related companies regarding the accounting and reporting for their warrants. Following review of the SEC
Statement, the Company reevaluated the accounting treatment of its public and private placement warrants as equity, and concluded that, based on the SEC Statement, the public and private placement warrants should be, and should previously have been,
classified as a liability measured at fair value, with non-cash fair value adjustments recorded in earnings at each reporting period.
The Company is currently determining the extent of the SEC Statements impact on its financial statements, including the financial statements as of and
for the quarter ended March 31, 2021 to be included in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 (the Q1 2021 Form
10-Q). The Company is in the process of revising certain items of the Companys previously issued audited balance sheet dated as of March 23, 2021. The Company is also evaluating the impact of
this revision on its internal control over financial reporting related to accounting for its public and private placement warrants.
On May 28, 2021,
the Company received a notice (the Notice) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (Nasdaq) stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the
Rule) because it has not timely filed the Q1 2021 Form 10-Q with the SEC. The Rule requires listed companies to timely file all required periodic financial reports with the SEC. The Notice has no
immediate effect on the listing or trading of the Companys securities. However, if the Company fails to timely regain compliance with the Rule, the Companys securities will be subject to delisting from the Nasdaq Capital Market.
Under Nasdaq rules, the Company has 60 calendar days from the date of the Notice, or until July 27, 2021, to submit a plan to regain compliance with the
Rule. If Nasdaq accepts the Companys plan, then Nasdaq may grant an exception of up to 180 calendar days from the due date of the Form 10-Q, or until November 15, 2021, to regain compliance.
However, there can be no assurance that Nasdaq will accept the Companys plan to regain compliance or that the Company will be able to regain compliance within any extension period granted by Nasdaq. If Nasdaq does not accept the Companys
plan, then the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel.
On June 4, 2021, the Company issued a press
release announcing its receipt of the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.