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): ~~September~~October 711, 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 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 58.0201. ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

OnDue ~~September~~to 7,the ~~2022,~~Company’s ~~Karl~~anticipated ~~Roessner~~inability ~~resigned~~to asconsummate ~~Chief~~an ~~Executive~~initial ~~Officer~~business ofcombination ~~Lefteris~~within ~~Acquisition~~the ~~Corp.~~time (period required by its Second Amended and Restated Certificate of Incorporation, the “Company~~”),~~ ~~effective~~intends ~~immediately.~~to Ondissolve ~~September~~and 7,liquidate ~~2022,~~in accordance with the ~~Board~~provisions of ~~Directors~~its ~~(the~~Second ~~“Board”)~~Amended ~~appointed~~and ~~Jon Isaacson,~~Restated Certificate of Incorporation and will redeem all of the ~~Company’s~~shares ~~Chief~~of ~~Financial~~outstanding Class ~~Officer~~A ~~and~~common ~~Chief~~stock ~~Corporate~~that ~~Development~~were ~~Officer,~~included toin ~~succeed~~the ~~Mr.~~units ~~Roessner~~issued asin ~~Chief~~its ~~Executive~~initial ~~Officer,~~public ~~effective~~offering ~~September~~(the 8,“Public ~~2022~~Shares”), inat ~~addition~~a toper-share ~~his~~redemption ~~current~~price ~~roles~~of approximately $10.06.

~~Mr.~~As ~~Isaacson,~~of ~~51, has served as~~ the ~~Company’s~~close ~~Chief Financial Officer and Chief Corporate Development Officer since its inception. Prior to joining the Company, Mr. Isaacson served as the Chief Financial Officer~~ of ~~Senseonics,~~business ~~Inc.~~on ~~(NYSE:~~October ~~SENS)~~24, ~~a portfolio company of venture capital firm New Enterprise Associates from January 2019 to December 2019. Prior to joining Senseonics~~2022, ~~he served as~~ the ~~Chief~~Public ~~Financial~~Shares ~~Officer~~will ofbe ~~Edelman~~deemed ~~Financial~~cancelled ~~Services, LLC~~and ~~from~~will ~~November~~represent ~~2017~~only tothe ~~December~~right ~~2018. Before joining Edelman Financial Services, he served as a Managing Director for over 14 years at American Capital, Ltd (NASDAQ: ACAS), from November 2002~~ to ~~January 2017. Mr. Isaacson also held roles at Thayer~~ ~~Capital Partners, L.P., GTCR LLC, McKinsey & Company and Morgan Stanley & Co., LLC. Mr. Isaacson received his Bachelor of Arts in Political Science from The Johns Hopkins University and his Master of~~ ~~Business~~receive ~~Administration~~the ~~from~~redemption ~~Stanford University Graduate School of Business~~amount.

~~There~~In ~~are~~order noto ~~arrangements~~provide orfor ~~understandings~~the ~~pursuant~~disbursement of funds from the trust account, the Company has instructed the trustee of the trust account to ~~which~~take ~~Mr.~~all ~~Isaacson~~necessary ~~was~~actions ~~selected~~to ~~for~~liquidate ~~his~~the ~~position~~trust account. HeThe ~~has~~proceeds noof ~~family~~the ~~relationships~~trust ~~with~~account ~~any~~will ofbe held in a non-interest bearing account while awaiting disbursement to the ~~Company’s~~holders ~~directors~~of orthe ~~executive~~Public ~~officers,~~Shares. ~~and~~Record heholders ismay ~~not~~redeem atheir shares ~~party~~for their pro rata portion of the proceeds of the trust account by delivering their Public Shares to, ~~and~~Continental heStock ~~does~~Transfer ~~not~~& ~~have~~Trust ~~any~~Company, ~~direct~~the orCompany’s ~~indirect~~transfer ~~material~~agent. ~~interest~~Beneficial owners of Public Shares held in “street name,” however, will not need to take any ~~transaction~~action ~~requiring~~in ~~disclosure~~order ~~under~~to ~~Item~~receive ~~404(a)~~the redemption amount. The redemption of ~~Regulation~~the ~~S-K~~Public Shares is expected to be completed within ten business days after October 23, 2022.

The ~~Board~~Company’s ~~has~~initial ~~appointed~~stockholders ~~Mr.~~have ~~Roessner~~waived their redemption rights with respect to ~~become~~its ~~Vice~~outstanding ~~Chairman~~common ofstock ~~the~~issued ~~Company,~~prior ~~effective~~to ~~September~~the Company’s 8,initial ~~2022~~public offering.

~~Mr.~~There ~~Roessner,~~will ~~54,~~be ~~has~~no ~~served~~redemption asrights ~~the~~or ~~Company’s~~liquidating ~~Chief~~distributions ~~Executive~~with ~~Officer~~respect ~~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 ~~Executive Vice President~~warrants, ~~General~~which ~~Counsel~~will ~~and~~expire ~~Secretary from May 2009 to September 2016~~worthless. Before joining E*TRADE, Mr. Roessner was a Partner at Clifford Chance US LLP in its Mergers & 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.

~~There~~The ~~are~~Company noexpects ~~arrangements~~that orNasdaq ~~understandings~~will ~~pursuant~~file toa ~~which~~Form ~~Mr.~~25 ~~Roessner~~with ~~was~~the ~~selected~~United ~~for~~States ~~his~~Securities ~~position.~~and HeExchange ~~has~~Commission no(the ~~family~~“SEC”) ~~relationships~~to ~~with~~delist ~~any of~~ the Company’s ~~directors~~securities. orThe ~~executive~~Company ~~officers,~~thereafter ~~and~~expects heto isfile ~~not~~ a ~~party~~ ~~to,~~Form ~~and~~15 hewith ~~does~~the ~~not~~SEC ~~have~~to ~~any~~terminate ~~direct~~the orregistration ~~indirect~~of ~~material~~its ~~interest~~securities ~~in,~~under ~~any~~the ~~transaction~~Securities ~~requiring~~Exchange ~~disclosure~~Act ~~under Item 404(a)~~ of ~~Regulation~~1934, ~~S-K~~as amended.

On October 11, 2022, the Company issued a press release announcing that the Company intends to dissolve and liquidate in accordance with the provisions of its Second Amended and Restated Certificate of Incorporation and will redeem all of its Public Shares. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

99.1 Press release dated September 8, 2022

Exhibit No.		Description
99.1		Press Release, dated October 11, 2022
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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: September 8, 2022

Dated: October 11, 2022

	LEFTERIS ACQUISITION CORP.

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

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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