Item 2.03. Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
On May 13, 2022, Levere Holdings Corp. (the "Company") issued an unsecured
promissory note (the "Note") in the principal amount of $960,000 to Goggo
Network Gmbh (the "Sponsor"). The Note is non-interest bearing and due and
payable on the date the Company consummates its initial merger, share exchange,
asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses or entities (a "Qualifying Business
Combination"). The principal balance of the Note may be prepaid at any time.
Upon the consummation of a Qualifying Business Combination, the Sponsor shall
have the option, but not the obligation, to convert the principal balance of the
Note, in whole or in part, into private placement warrants (as defined in that
certain Warrant Agreement, dated March 23, 2021, by and between the Company and
Continental Stock Transfer & Trust Company) at a price of $1.50 per warrant. The
Note is subject to customary events of default, the occurrence of which
automatically cause the unpaid principal balance of the Note and all other sums
payable with regard to the Note to become immediately due and payable.
The Note was issued pursuant to the exemption from registration contained in
Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description of certain of the terms of the Note does not purport
to be complete and is qualified in its entirety by reference to the full text of
the Note, which is filed with this report as Exhibits 10.1, and incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description of Exhibits
10.1 Promissory Note, dated May 13, 2022, issued by Levere Holdings Corp.
to Goggo Network Gmbh
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document and incorporated as Exhibit 101).
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