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 unaudited condensed 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 a 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, or the Public Shares. We incurred
transaction costs for the IPO and over-allotment of approximately $15.6 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.

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-7promulgated
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.



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Results of Operations

For the three months ended June 30, 2022, we had a net income of approximately $3.2 million, which is primarily comprised of a gain from the change in fair value of warrant liabilities of approximately $3.0 million and interest earned on marketable securities of $0.4 million, partially offset by a loss from operations of approximately $0.2 million.

For the six months ended June 30, 2022, we had a net income of approximately $8.7 million, which is primarily comprised of a gain from the change in fair value of warrant liabilities of approximately $9.0 million and interest earned on marketable securities of $0.4 million, partially offset by a loss from operations of approximately $0.7 million.

For the three months ended June 30, 2021, we had a net income of approximately $1.4 million, which included interest earned on investments held in Trust Account of approximately $4,000, and a gain from the change in fair value of warrant liabilities of approximately $1.6 million, offset by a loss from operations of approximately $0.2 million.

For the period from January 15, 2021 (inception) to June 30, 2021, we had a net income of approximately $0.6 million, which included a gain from the change in fair value of warrant liabilities of approximately $1.5 million, and an interest earned on investments held in Trust Account of approximately $4,000, offset by a loss from operations of approximately $0.2 million and offering cost expense allocated to warrants of $0.6 million.

Our business activities from inception to June 30, 2022 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 June 30, 2022, we had approximately $0.7 million in our operating bank account, and a working capital deficit of approximately $0.1 million, or working capital of approximately $0.8 million excluding the convertible promissory note payable.

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. On May 13, 2022, we entered into a convertible promissory note with the Sponsor pursuant to which the Sponsor agreed to loan us up to an aggregate principal amount of $960,000. Concurrently with entering into the debt agreement, we borrowed $960,000 against the convertible promissory note. The proceeds from the note will be used to for working capital purposes and to finance transaction costs in connection with a Business Combination. See Note 5 to our unaudited financial statements for further discussion of the convertible promissory note. As of June 30, 2022, the outstanding principal balance under the convertible promissory note amounted to an aggregate of $960,000.

The Company is within 12 months of its mandatory liquidation as of the time of
filing this Quarterly Report on
connection with the Company's assessment of going concern considerations in
accordance with FASB's Accounting Standards Update ("ASU")
"Disclosures of Uncertainties about an Entity's Ability to Continue as a Going
Concern," management has determined that if the Company is unable to raise
additional funds to alleviate liquidity needs then the Company 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 the Company's 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 the Company be
unable to continue as a going concern. The Company intends to complete the
Business Combination before the mandatory liquidation date of March 23, 2023.

Our unaudited condensed 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

As of June 30, 2022, we did 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 unaudited condensed financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these unaudited condensed 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 unaudited condensed financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. 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, dated March 23, 2021, by and between us
and Continental Stock Transfer & Trust Company 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.

Convertible Promissory Note

We account for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments.

We review the terms of convertible debt issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense.

We assessed the provisions of the Convertible Promissory Note under ASC 470-20. The derivative component of the obligation is initially valued and classified as a derivative liability. The conversion option was valued using a Monte Carlo simulation model, which is considered to be a Level 3 fair value measurement. The conversion option liability is not recorded as of June 30, 2022 as it was determined to have no fair value.

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 June 30, 2022 and December 31, 2021, all Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders' deficit section of our condensed balance sheets.



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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 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 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 net income per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income per ordinary share is the same as basic net income 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 FASB issued
Debt-Debt with Conversion and Other Options
and Derivatives and Hedging-Contracts in Entity's Own Equity
Accounting for Convertible Instruments and Contracts in an Entity's Own Equity
which simplifies accounting for convertible instruments by removing major
separation models required under current GAAP. The ASU 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 ASU2020-06on 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 unaudited condensed financial statements.

Emerging Growth Company and Smaller Reporting Company Status

As an emerging growth company, or EGC, under the Jumpstart Our Business Startups Act of 2012, or JOBS Act, we may delay the adoption of certain accounting standards until such time as those standards apply to private companies. Other exemptions and reduced reporting requirements under the JOBS Act for EGCs include presentation of only two years of audited financial statements in a registration statement for an IPO, an exemption from the requirement to provide an auditor's report on internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, an exemption from any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation, and less extensive disclosure about our executive compensation arrangements.

In addition, the JOBS Act provides that an EGC can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an EGC to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected not to "opt out" of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we can adopt the new or revised standard at the time private companies adopt the new or revised standard and may do so until such time that we either (1) irrevocably elect to "opt out" of such extended transition period or (2) no longer qualify as an emerging growth company. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.



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We are also a "smaller reporting company," as defined in the Exchange Act of 1934, or the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company, in which case we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies.

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