UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-39722

L&F ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		98-1557361
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

150 North Riverside Plaza, Suite 5200 Chicago, Illinois		60606
(Address of principal executive offices)		(Zip Code)

(312) 705-2786

(Issuer’s telephone number, including area code)

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 Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant	LNFA.U	The New York Stock Exchange
Class A Ordinary Shares included as part of the units	LNFA	The New York Stock Exchange
Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	LNFA WS	The New York Stock Exchange

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 13, 2021, there were 17,250,000 Class A ordinary shares, $0.0001 par value and 4,312,500 Class B ordinary shares, $0.0001 par value, issued and outstanding.

L&F ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2021

TABLE OF CONTENTS

		Page
PART 1 – FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Balance Sheets as of June 30, 2021 (Unaudited) and December 31, 2020	1

	Condensed Statements of Operations for the three and six months ended June 30, 2021 (Unaudited)	2

	Condensed Statement of Changes in Shareholder’s Equity for the three and six months ended June 30, 2021 (Unaudited)	3

	Condensed Statement of Cash Flows for the six months ended June 30, 2021 (Unaudited)	4

	Notes to Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	20

Item 4.	Controls and Procedures	20

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	22

Item 1A.	Risk Factors	22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23

Item 3.	Defaults Upon Senior Securities	23

Item 4.	Mine Safety Disclosures	23

Item 5.	Other Information	23

Item 6.	Exhibits	23

SIGNATURES		24

	June 30, 2021 (unaudited)		December 31, 2020
ASSETS
Current assets
Cash	$	1,292,004	$	1,478,928
Prepaid expenses		183,980		295,658
Total Current Assets		1,475,984		1,774,586

Marketable investments held in Trust Account		175,104,077		175,089,531
TOTAL ASSETS	$	176,580,061		176,864,117

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accrued expenses	$	277,060		126,944
Accrued offering costs		350,000		350,000
Total Current Liabilities		627,060		476,944

Deferred underwriting fee payable		6,037,500		6,037,500
Warrant Liability		19,697,698		28,062,924
Total Liabilities		26,362,258		34,577,368

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, 14,307,172 and 13,525,788 shares at $10.15 per share at June 30, 2021 and December 31, 2020, respectively		145,217,796		137,286,748

Shareholders’ Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 2,942,828 and 3,724,212 shares issued and outstanding (excluding 14,307,172 and 13,525,788 shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively		294		372
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 4,312,500 shares issued and outstanding at June 30, 2021 and December 31, 2020		431		431
Additional paid-in capital		4,866,988		12,797,958
Retained earnings (Accumulated deficit)		132,294		(7,798,760	)
Total Shareholders’ Equity		5,000,007		5,000,001
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	176,580,061		176,864,117

	Three months ended June 30, 2021			Six months ended June 30, 2021
General and administrative expenses	$	201,223		$	448,718
Loss from operations		(201,223	)		(448,718	)

Other expense:
Change in fair value of warrant liabilities		(2,460,419	)		8,365,226
Interest earned on marketable investments held in Trust Account		6,354			14,546

Net (Loss) income	$	(2,655,288	)	$	7,931,054

Weighted average shares outstanding of Class A redeemable ordinary shares		17,250,000			17,250,000
Basic and diluted net (loss) income per ordinary share, Class A redeemable ordinary shares	$	—		$	—

Weighted average shares outstanding of Class B non-redeemable ordinary shares		4,312,500			4,312,500
Basic and diluted net (loss) income per ordinary share, Class B non-redeemable ordinary shares	$	(0.62	)	$	1.84

	Class A Ordinary Shares						Class B Ordinary Shares				Additional Paid in			Retained Earnings/			Total Shareholders’
	Shares			Amount			Shares		Amount		Capital			(Accumulated Deficit)			Equity
Balance — January 1, 2021		3,724,212		$	372			4,312,500	$	431	$	12,797,958		$	(7,798,760	)	$	5,000,001

Change in valuation of Class A Ordinary shares subject to possible redemption		(1,042,989	)		(104	)		—		—		(10,586,234	)		—			(10,586,338	)

Net income		—			—			—		—		—			10,586,342			10,586,342

Balance — March 31, 2021 (unaudited)		2,681,223			268			4,312,500		431		2,221,724			2,787,582			5,000,005

Change in valuation of Class A Ordinary shares subject to possible redemption		261,605			26			—		—		2,655,254			—			2,655,290

Net loss		—			—			—		—		—			(2,655,288	)		(2,655,288	)

Balance — June 30, 2021 (unaudited)		2,942,828		$	294			4,312,500	$	431	$	4,866,988		$	132,294		$	5,000,007

Cash Flows from Operating Activities:
Net income	$	7,931,054
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrants		(8,365,226	)
Interest earned on marketable investments held in Trust Account		(14,546	)
Changes in operating assets and liabilities:
Prepaid expenses		111,678
Accrued expenses		150,116
Net cash used in operating activities		(186,924	)

Net Change in Cash		(186,924	)
Cash – Beginning		1,478,928
Cash – Ending	$	1,292,004

Non-Cash Investing and Financing Activities:
Change in value of Class A ordinary shares subject to possible redemption	$	7,931,048

	Three Months Ended June 30, 2021			Six Months Ended June 30, 2021
Class A Ordinary Shares
Numerator: Earnings allocable to Class A Ordinary Shares
Interest Income	$	6,354		$	14,546
Less: Income and Franchise Tax available to be withdrawn from the Trust Account		—			—
Redeemable Net Earnings	$	6,354		$	14,546
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Redeemable Class A Ordinary Shares, Basic and Diluted		17,250,000			17,250,000
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares	$	0.00		$	0.00

Non-Redeemable Class B Ordinary Shares
Numerator: Net Income (Loss) minus Net Redeemable Net Earnings
Net (Loss) Income	$	(2,655,288	)	$	7,931,054
Redeemable Net Earnings		(6,354	)		(14,546	)
Non-Redeemable Net (Loss) Income	$	(2,661,642	)	$	7,916,508
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares
Non-Redeemable Class B Ordinary Shares, Basic and Diluted		4,312,500			4,312,500
(Loss) Income Basic and Diluted Class B Ordinary Shares	$	(0.62	)	$	1.84

	■	in whole and not in part;
	■	at a price of $0.01 per warrant;
	■	upon a minimum of 30 days’ prior written notice of redemption; and
	■	if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

	■	in whole and not in part;
	■	at a price of $0.10 per warrant;
	■	upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares;
	■	if, and only if, the closing price of the Class A ordinary shares equal or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company send the notice of redemption of the warrant holders; and
	■	if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants.

Description	Level as of June 30, 2021		June 30, 2021		December 31, 2020
Assets:
Marketable investments held in Trust Account – U.S. Treasury Securities Money Market Fund		1	$	175,104,077	$	175,089,531
Liabilities:
Warrant liability – Public Warrants		1		7,157,888		14,403,750
Warrant liability – Private Placement Warrants		3		12,539,810		13,659,174


Fair value as of January 1, 2021	$	28,062,924
Change in fair value		(10,825,645	)
Transfer of Public warrants to level 1		(5,778,750	)
Fair value as of March 31, 2021		11,458,529
Change in fair value		1,081,281
Fair value as of June 30, 2021	$	12,539,810

Input	June 30, 2021			December 31, 2020
Risk-free interest rate		0.87	%		0.56	%
Trading days per year		252			252
Volatility		23.0	%		28.0	%
Exercise price	$	11.50		$	11.50
Stock Price	$	9.98		$	9.54

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

	L&F ACQUISITION CORP.

Date: August 13, 2021		/s/ Adam Gerchen
	Name:	Adam Gerchen
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: August 13, 2021		/s/ Tom Gazdziak
	Name:	Tom Gazdziak
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by L&amp;F Acquisition Corp.

SEC Form 10-Q filed by L&F Acquisition Corp.