References to the "Company," "our," "us" or "we" refer to Levere Holdings Corp. The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.


We are a blank check company incorporated as a Cayman Islands exempted company on January 15, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, or the Business Combination. Our sponsor is Goggo Network Gmbh, a German company limited by shares, or our Sponsor.

The registration statement for our initial public offering, or IPO, was declared
effective on March 18, 2021. On March 23, 2021, we consummated the IPO of
25,000,000 Units (as defined below), at $10.00 per Unit, generating gross
proceeds of $250.0 million. The Company granted the underwriters in the IPO, or
the Underwriters, a 45-day option to purchase
up to 3,750,000 additional Units to cover over-allotments, if any. On March 31,
2021, the Underwriters partially exercised the over-allotment option and
purchased an additional 2,128,532 Units, generating an aggregate of gross
proceeds of approximately $21.3 million. Each Unit consists of one Class A
ordinary share, and one-third of one redeemable
warrant to purchase one Class A ordinary share, or a Public Warrant, at a price
of $11.50 per whole share, or the Units and, with respect to the Class A
ordinary shares included in the Units sold, the Public Shares. We incurred
transaction costs for the IPO and over-allotment of approximately $15.7 million,
inclusive of approximately $9.5 million in deferred underwriting commissions.

Simultaneously with the closing of the IPO, we consummated the private placement of 4,666,667 warrants at a price of $1.50 per warrant, or the Private Placement Warrants, and together with the Public Warrants, the Warrants, to the Sponsor, generating gross proceeds of $7.0 million, or the IPO Private Placement. Simultaneously with the closing of the exercise of the overallotment option, we completed the sale of an aggregate of an additional 283,804 Private Placement Warrants to the Sponsor, at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds of approximately $0.4 million, or the Over-Allotment Private Placement and together with the IPO Private Placement, the Private Placements.



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Upon the closing of the IPO and exercise of the over-allotment option, and the simultaneous Private Placements, approximately $271.3 million ($10.00 per Unit) of the net proceeds were placed in a trust account, or Trust Account, located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. "government securities," within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

If we have not completed a Business Combination within 24 months from the
closing of the IPO, we will (i) cease all operations except for the purpose of
winding up, (ii) as promptly as reasonably possible but not more than ten
business days thereafter, redeem the Public
Shares, at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest earned on the funds held in the Trust Account and not
previously released to us to pay its taxes (less up to $100,000 of interest to
pay dissolution expenses), divided by the number of then outstanding Public
Shares, which redemption will completely extinguish shareholders' rights as
shareholders (including the right to receive further liquidating distributions,
if any), and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the remaining shareholders and our board of
directors, liquidate and dissolve, subject in each case to our obligations under
Delaware law to provide for claims of creditors and the requirements of other
applicable law.

Results of Operations

For the period from January 15, 2021 to December 31, 2021, we had a net income of approximately $4.7 million, which included a loss from operations of $1.0 million, offering cost expense allocated to warrants of $0.62 million, and a gain from the change in fair value of warrant liabilities of $6.3 million.

Our business activities from inception to December 31, 2021 consisted primarily of our formation and completing our IPO and, since the completion of our IPO, our activity has been limited to identifying and evaluating prospective acquisition targets for a Business Combination.

Liquidity, Capital Resources and Going Concern

As of December 31, 2021, we had approximately $0.3 million in our operating bank account, and working capital of approximately $0.23 million.

Our liquidity needs up to March 23, 2021 had been satisfied through (i) a capital contribution from our Sponsor of $25,000 for the 7,187,500 Class B ordinary shares, par value $0.0001 per share, or the Founder Shares, and (ii) proceeds from the loan under an unsecured promissory note from our Sponsor of up to $300,000. Subsequent to the consummation of our IPO, our liquidity needs have been satisfied through the net proceeds from the Private Placements not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, provide us working capital loans. As of December 31, 2021, there were no amounts outstanding under any working capital loan.

If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrant.

Management has determined that they will not have enough cash to meet its obligations as they become due. Management expects to incur significant costs in pursuit of its acquisition plans. We believe we will need to raise additional funds in order to meet the expenditures required for operating our business and to consummate the Business Combination. Moreover, we may need to obtain additional financing or draw on the Working Capital Loans (as defined below) either to complete the Business Combination or because we become obligated to redeem a significant number of the Public Shares upon consummation of the Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of the Business Combination. If we are unable to complete the Business Combination because it does not have sufficient funds available, we will be forced to cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet its obligations.

In connection with our assessment of going concern considerations in accordance with FASB's Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," management has determined that if we are unable to raise additional funds to alleviate liquidity needs then we will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about our ability to continue as a going concern one year from the date that these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should we be unable to continue as a going concern. We intend to complete the Business Combination before the mandatory liquidation date or obtain approval for an extension.

The Company is within 12 months of its mandatory liquidation as of the time of filing the 10K. In connection with the Company's assessment of going concern considerations in accordance with Accounting Standards Update, or ASU, 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," this raises substantial doubt about the Company's ability to continue as a going concern one year from the date that the financial statements included in this Annual Report on Form 10-K are issued.

Our financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern.



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Contractual Obligations

We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or other long-term liabilities, other than an agreement to pay the sponsor a monthly fee of $10,000 for office space, utilities, secretarial support and administrative services. We began incurring these fees on March 23, 2021 and will continue to incur these fees monthly until the earlier of the completion of an initial business combination and our liquidation.

The underwriters of the IPO are entitled to a deferred underwriting commission of 3.5% of the gross proceeds of the IPO and over-allotment, or $9,494,986 in the aggregate. The deferred fee will become payable to the Underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Estimates

This management's discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Warrants Liability

We evaluated the Warrants in
accordance with ASC 815-40 and concluded that
a provision in the Warrant Agreement related to certain tender or exchange
offers as well as provisions that provided for potential changes to the
settlement amounts dependent upon the characteristics of the holder of the
warrant, precludes the Warrants from being accounted for as components of
equity. As the Warrants meet the definition of a derivative as
contemplated in ASC 815-40 and are not
eligible for an exception from derivative accounting, the Warrants are recorded
as derivative liabilities on our Balance Sheet and measured at fair value at
inception (on the date of the IPO) and at each reporting date in accordance with
ASC 820, "Fair Value Measurement", with changes in fair value recognized in our
Statement of Operations in the period of change.

Offering Costs Associated with the Initial Public Offering

We comply with the requirements
of the ASC 340-10-S99-1, "Other Assets and
Deferred Costs." Offering costs consisted of legal, accounting, underwriting
fees and other costs incurred through the IPO that were directly related to the
IPO. Offering costs are allocated to the separable financial instruments issued
in the IPO based on a relative fair value basis, compared to total proceeds
received. Offering costs associated with Warrant liabilities are expensed as
incurred, presented as non-operating expenses in our
Statement of Operations. Offering costs associated with the Class A ordinary
shares were charged to shareholders' equity upon the completion of the IPO.
Transaction costs of the IPO, including the partial exercise of the
over-allotment, amounted to $15,622,172, of which $618,405 were allocated to
expense associated with the Warrant liability.

Ordinary Shares Subject to Possible Redemption

All of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with our liquidation, if there is a shareholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to our charter. In accordance with SEC and its staff's guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within our control require ordinary shares subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of ASC 480. Accordingly, at December 31, 2021, all Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders' equity section of our balance sheets, respectively.



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We recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary share to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary share are affected by charges against additional paid in capital and accumulated deficit.

Net Income (Loss) Per Share

We comply with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. We have two classes of shares, Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. We have not considered the effect of warrants sold in the IPO and the Private Placements to purchase 13,993,314 ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the period presented.

Our statement of operations applies
the two-class method
in calculating net income per share. Basic and diluted net income per ordinary
share for Class A ordinary shares and Class B ordinary shares is calculated by
dividing net income attributable to us by the weighted average number of Class A
ordinary shares and Class B ordinary shares outstanding, allocated
proportionally to each class of shares.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board's issued ASU 2020-06, "Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity" ("ASU 2020-06"), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company's financial position, results of operations or cash flows.

Our management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Status as a Public Company

We are an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.



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We will remain an emerging growth company until the earlier of (1) the last day
of the fiscal year (a) following the fifth anniversary of the closing of our
IPO, (b) in which we have total annual gross revenue of at least $1.07 billion,
or (c) in which we are deemed to be a large accelerated filer, which means the
market value of our Class A ordinary shares that are held by
equals or exceeds $700 million as of the prior June 30th, and (2) the date on
which we have issued more than $1.0 billion in
debt securities during the prior three-year period.

Additionally, we are a "smaller reporting company" as defined in Item 10(f)(1)
of Regulation
Smaller reporting companies may take advantage of certain reduced disclosure
obligations, including, among other things, providing only two years of audited
financial statements. We will remain a smaller reporting company until the last
day of any fiscal year for so long as either (1) the market value of our Class A
ordinary shares held by
does not equal or exceed $250.0 million as of the prior June 30th, or (2) our
annual revenues did not equal or exceed $100.0 million during such completed
fiscal year and the market value of our Class A ordinary shares held by
did not equal or exceed $700.0 million as of the prior June 30th. To the extent
we take advantage of such reduced disclosure obligations, it may also make
comparison of our consolidated financial statements with other public companies
difficult or impossible.

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