LVRAU / Levere Holdings Corp - Units (1 Ord Share Class A & 1/3 War) - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

LEVERE HOLDINGS CORP-A SPECIAL PURPOSE ACQUISITION COMPANIES / Fort Baker Capital Management LP - FORTBAKERLVRA13GA2 Passive Investment

SC 13G/A 1 fortbakerlvra13ga2.htm FORTBAKERLVRA13GA2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.2)* Levere Holdings Corp (Name of Issuer) Class A Common Stock (Title of Class of Securities) G5462L106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) x Rule 13d-1(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40243 Levere Holdings Corp. (Exact name of registrant as specified in i

Indemnity Agreement, dated December 14, 2022, between the Company and Ulrich Hoernke.*

EX-10.14 Exhibit 10.14 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 14, 2022, by and between Levere Holdings Corp., a Cayman Islands exempted company (the “Company”), and Ulrich Hoernke (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ 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 001-402

SEC FILE

NT 10-K SEC FILE NUMBER 001-40243 CUSIP NUMBER G5462L 114 G5462L 106 G5462L 122 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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): February 23, 2023 Levere Holdings

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): February 23, 2023 Levere Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40243 98-1581160 (State or other jurisdiction of incorporation) (Comm

Levere Holdings Corp. Announces it Will Redeem its Public Shares

Exhibit 99.1 Levere Holdings Corp. Announces it Will Redeem its Public Shares February 23, 2022 BERLIN — (PR Newswire) – Levere Holdings Corp. (the “Company”), a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, today announced that because the

LEVERE HOLDINGS CORP-A SPECIAL PURPOSE ACQUISITION COMPANIES / Fort Baker Capital Management LP - FORTBAKERLVRA13GA1 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* Levere Holdings Corp (Name of Issuer) Class A Common Stock (Title of Class of Securities) G5462L106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) x Rule 13d-1(b) ¨ Rule 13d-1(c) ¨ Rule 13d-1(d) *The remainder of

LEVERE HOLDINGS CORP-A SPECIAL PURPOSE ACQUISITION COMPANIES / GLAZER CAPITAL, LLC Passive Investment

SC 13G/A 1 lvra20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Levere Holdings Corporation (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) G5462L106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropri

LIMITED POWER OF ATTORNEY

EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Manager or

LEVERE HOLDINGS CORP-A SPECIAL PURPOSE ACQUISITION COMPANIES / Magnetar Financial LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Levere Holdings Corp. (Name of Issuer) Common Stock, Class A (Title of Class of Securities) G5462L106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

JOINT FILING AGREEMENT

EX-99.1 2 tm234504d21ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of Levere Holdings Corp. dated as of December 31, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): November 29, 2022 Levere Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40243 98-1581160 (State or other jurisdiction of incorporation) (Comm

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 quarterly period ended September 30, 2022 OR ☐ TRANSITION R

Table of Contents 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 quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from to Commission File Number

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 12, 2022 Levere Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40243 98-1581160 (State or other jurisdiction of incorporation) (Com

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 quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT

Table of Contents 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 quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from to Commission File Number 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2022 ☐ Trans

SEC FILE NUMBER 001-40243 CUSIP NUMBER G5462L 114 G5462L 106 G5462L 122 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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 quarterly period ended March 31, 2022 OR ☐ TRANSITION REPOR

Table of Contents 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 quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from to Commission File Number 001

Promissory Note, dated May 13, 2022, between the Registrant and the Sponsor.2

EX-10.1 2 d348211dex101.htm EX-10.1 Exhibit 10.1 PROMISSORY NOTE Principal Amount: $960,000 Dated as of May 13th, 2022 Levere Holdings Corp., a Cayman Islands exempted company and blank check company (“Maker”) promises to pay to the order of Goggo Network GmbH or its successors or assigns (“Payee”) the principal sum of nine hundred sixty thousand dollars ($960,000) in lawful money of the United St

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): May 13, 2022 Levere Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40243 98-1581160 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2022 ☐ Tran

SEC FILE NUMBER 001-40243 CUSIP NUMBER G5462L 114 G5462L 106 G5462L 122 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Levere Holdings Corp. Receives Expected Notice From Nasdaq Regarding Delayed Annual Report

Exhibit 99.1 Levere Holdings Corp. Receives Expected Notice From Nasdaq Regarding Delayed Annual Report April 26, 2022 BERLIN ? (PR Newswire) ? Levere Holdings Corp. (the ?Company?) announced that, on April 20, 2022, it received a notice (?Notice?) from the Listing Qualifications Department of The Nasdaq Stock Market (?Nasdaq?) stating that the Company is not in compliance with Nasdaq Listing Rule

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): April 20, 2022 Levere Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40243 98-1581160 (State or other jurisdiction of incorporation) (Commiss

Indemnity Agreement, dated January 25, 2022, between the Company and Wilko Stark.*

Exhibit 10.14 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of January 25, 2022, by and between Levere Holdings Corp., a Cayman Islands exempted company (the ?Company?), and Wilko Stark (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PUR

Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Description of Registrant’s Securities.*

EX-4.2 2 d339461dex42.htm EX-4.2 Exhibit 4.2 DESCRIPTION OF SECURITIES The following description of the securities of Levere Holdings Corp. (“us,” “our,” “we” or the “Company”) registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is intended as a summary only and therefore is not a complete description. This description is based upon, and is qualifie

SEC FILE

NT 10-K 1 d339461dnt10k.htm NT 10-K SEC FILE NUMBER 001-40243 CUSIP NUMBER G5462L 114 G5462L 106 G5462L 122 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition

LEVERE HOLDINGS CORP-A SPECIAL PURPOSE ACQUISITION COMPANIES / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Levere Holdings Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G5462L106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

LEVERE HOLDINGS CORP-A SPECIAL PURPOSE ACQUISITION COMPANIES / Fort Baker Capital Management LP - FORTBAKER13GLVRA Passive Investment

fortbakerlvra13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Levere Holdings Corp (Name of Issuer) Class A Common Stock (Title of Class of Securities) G5462L106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) x Rule 13d-1(b) ¨ Rule 13d-1(c) ¨ Rule 13d-1(d

LEVERE HOLDINGS CORP-A SPECIAL PURPOSE ACQUISITION COMPANIES / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) LEVERE HOLDINGS CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G5462L106 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to desi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 25, 2022 Levere Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40243 98-1581160 (State or other jurisdiction of incorporation) (Commi

LEVERE HOLDINGS CORP-A SPECIAL PURPOSE ACQUISITION COMPANIES / Magnetar Financial LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Levere Holdings Corp. (Name of Issuer) Common Stock – Class A (Title of Class of Securities) G5462L106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

UNITED STATES SECURITIES AND EXCHANGE COMMISSIO N 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 quarterly period ended September 30, 2021 OR ☐ TRANSITION

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSIO N Washington, D.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): November 17, 2021 Levere Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40243 98-1581160 (State or other jurisdiction of incorporation) (Comm

SEC FILE

SEC FILE NUMBER 001-40243 CUSIP NUMBER G5462L 114 G5462L 106 G5462L 122 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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 quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT

Table of Contents 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 quarterly period ended June 30, 2021 OR ☐ 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents 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 quarterly period ended March 31, 2021 OR ? 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 00

Levere Holdings Corp. Receives Expected Notice From Nasdaq Regarding Delayed Quarterly Report

Exhibit 99.1 Levere Holdings Corp. Receives Expected Notice From Nasdaq Regarding Delayed Quarterly Report June 4, 2021 BERLIN ? (BUSINESS WIRE) ? Levere Holdings Corp. (the ?Company?) announced that, on May 28, 2021, it received a notice (?Notice?) from the Listing Qualifications Department of The Nasdaq Stock Market (?Nasdaq?) stating that the Company is not in compliance with Nasdaq Listing Rul

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

8-K 1 d160296d8k.htm 8-K 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): May 28, 2021 Levere Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40243 98-1581160 (State or other jurisdiction of

G5462L 114 G5462L 106 G5462L 122

SEC FILE NUMBER 001-40243 CUSIP NUMBER G5462L 114 G5462L 106 G5462L 122 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Levere Holdings Corp. Announces the Separate Trading of its Class A Common Stock and Redeemable Warrants, Commencing May 10, 2021

Exhibit 99.1 FOR IMMEDIATE RELEASE Levere Holdings Corp. Announces the Separate Trading of its Class A Common Stock and Redeemable Warrants, Commencing May 10, 2021 BERLIN, GERMANY, May 7, 2021 — Levere Holdings Corp. (NASDAQ: LVRAU) (the “Company”) today announced that, commencing May 10, 2021, holders of the units sold in the Company’s initial public offering of 27,128,532 units, completed on Ma

Financial Statements and Exhibits, Other Events

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): May 7, 2021 Levere Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40243 98-1581160 (State or other jurisdiction of incorporation) (Commission

LEVERE HOLDINGS CORP. UNAUDITED PRO FORMA BALANCE SHEET AS AT MARCH 23, 2021 March 23, 2021 Pro Forma Adjustments As Adjusted (unaudited) (unaudited) Assets: Cash $ 1,889,981 $ — $ 1,889,981 Prepaid expenses 684,702 — 684,702 Total current assets 2,5

EX-99.1 2 d358374dex991.htm EX-99.1 Exhibit 99.1 LEVERE HOLDINGS CORP. UNAUDITED PRO FORMA BALANCE SHEET AS AT MARCH 23, 2021 March 23, 2021 Pro Forma Adjustments As Adjusted (unaudited) (unaudited) Assets: Cash $ 1,889,981 $ — $ 1,889,981 Prepaid expenses 684,702 — 684,702 Total current assets 2,574,683 — 2,574,683 Cash held in trust account 250,000,000 21,285,320 (a) 271,285,320 425,706 (b) (425

Financial Statements and Exhibits, Other Events

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): March 31, 2021 Levere Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40243 98-1581160 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* LEVERE HOLDINGS CORP. (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Sec

SC 13D/A 1 d143960dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* LEVERE HOLDINGS CORP. (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G5462L 106 (CUSIP Number) Martín Varsavsky Waisman-Diamond PO Box 1093 Boundary Hall Grand Cayman KY1-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* LEVERE HOLDINGS CORP. (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Secu

SC 13D 1 d137696dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* LEVERE HOLDINGS CORP. (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G5462L 106 (CUSIP Number) Martín Varsavsky Waisman-Diamond PO Box 1093 Boundary Hall Grand Caymans KY1-1102

LEVERE HOLDINGS CORP INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 23, 2021 F-3 Notes to Financial Statement F-4

EX-99.1 Exhibit 99.1 LEVERE HOLDINGS CORP INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 23, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Levere Holdings Corp. Opinion on the Financial Statement We have audited the accompany

Joint Filing Agreement, by and among the Sponsor, Jazzya Investments SL and Martín Varsavsky Waisman-Diamond

EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement is entered into on March 29, 2021, by and among Goggo Network GmbH, Jazzya Investments SL and Mr. Martín Varsavsky Waisman-Diamond (collectively, the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D with respect to ordinary shares of Lev

Financial Statements and Exhibits, Other Events

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): March 29, 2021 Levere Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40243 98-1581160 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 LEVERE HOLDINGS CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 LEVERE HOLDINGS CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G5462L114** (CUSIP Number) MARCH 19, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule purs

Warrant Agreement, dated March 23, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

EX-4.1 4 d23655dex41.htm EX-4.1 Exhibit 4.1 WARRANT AGREEMENT LEVERE HOLDINGS CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 23, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated March 23, 2021, is by and between Levere Holdings Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (i

Insider Letter, dated as of March 23, 2021, by and between the Issuer, the Sponsor, each director and officer of the Issuer and certain officers of an affiliate of the Sponsor and an advisor of the Sponsor (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on March 23, 2021)

EX-10.1 5 d23655dex101.htm EX-10.1 Exhibit 10.1 March 23, 2021 Levere Holdings Corp. PO Box 1093, Boundary Hall Cricket Square, Grand Cayman KY1-1102, Cayman Islands Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Levere Holdings C

Registration Rights Agreement, dated March 23, 2021, among the Company, the Sponsor and the holders therein.

EX-10.3 7 d23655dex103.htm EX-10.3 Exhibit 10.3 EXECUTION VERSION REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of March 23, 2021, is made and entered into by and among Levere Holdings Corp., a Cayman Islands exempted company (the “Company”), Goggo Network GmbH, a German private limited liability company (the “Sponsor”

Indemnity Agreement, dated March 23, 2021, between the Company and Yasmina Fage-Lana Andrea.

Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 23, 2021, by and between Levere Holdings Corp., a Cayman Islands exempted company (the ?Company?), and Yasmina Fage-Lana Andrea (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are

Letter Agreement, dated March 23, 2021, among the Company, the Sponsor and each director and officer of the Company and certain officers of an affiliate of the Sponsor and an advisor of the Sponsor.

EX-10.4 8 d23655dex104.htm EX-10.4 Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of March 23, 2021, is entered into by and between Levere Holdings Corp., a Cayman Islands exempted company (the “Company”), and Goggo Network

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): March 23, 2021 Levere Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40243 98-1581160 (State or other jurisdiction of incorporation) (Commiss

Indemnity Agreement, dated March 23, 2021, between the Company and Martín Varsavsky Waisman-Diamond.

EX-10.5 9 d23655dex105.htm EX-10.5 Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 23, 2021, by and between Levere Holdings Corp., a Cayman Islands exempted company (the “Company”), and Martín Varsavsky Waisman-Diamond (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, offic

Amended and Restated Memorandum and Articles of Association.1

EX-3.1 3 d23655dex31.htm EX-3.1 Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF LEVERE HOLDINGS CORP. (ADOPTED BY SPECIAL RESOLUTION DATED 18 MARCH 2021 AND EFFECTIVE ON 18 MARCH 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDU

Indemnity Agreement, dated March 23, 2021, between the Company and Ingo Hueck.

EX-10.9 13 d23655dex109.htm EX-10.9 Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 23, 2021, by and between Levere Holdings Corp., a Cayman Islands exempted company (the “Company”), and Ingo Hueck (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capac

Indemnity Agreement, dated March 23, 2021, between the Company and Alex Clavel.

EX-10.8 12 d23655dex108.htm EX-10.8 Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 23, 2021, by and between Levere Holdings Corp., a Cayman Islands exempted company (the “Company”), and Alex Clavel (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capa

Levere Holdings Corp Announces Pricing of Initial Public Offering

EX-99.1 17 d23655dex991.htm EX-99.1 Exhibit 99. 1 Levere Holdings Corp Announces Pricing of Initial Public Offering Berlin, Germany – March 18, 2021 – Levere Holdings Corp. (the “Company”) announced today the pricing of its initial public offering of 25,000,000 units at $10 per unit. The units will be listed on the Nasdaq Capital Market (“Nasdaq”) in the United States and trade under the ticker sy

Indemnity Agreement, dated March 23, 2021, between the Company and Bodo Uebber.

EX-10.11 15 d23655dex1011.htm EX-10.11 Exhibit 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 23, 2021, by and between Levere Holdings Corp., a Cayman Islands exempted company (the “Company”), and Bodo Uebber (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other

Indemnity Agreement, dated March 23, 2021, between the Company and Stefan Krause.

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 23, 2021, by and between Levere Holdings Corp., a Cayman Islands exempted company (the ?Company?), and Stefan Krause (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided wi

Indemnity Agreement, dated March 23, 2021, between the Company and Matthieu Pigasse.

EX-10.10 14 d23655dex1010.htm EX-10.10 Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 23, 2021, by and between Levere Holdings Corp., a Cayman Islands exempted company (the “Company”), and Matthieu Pigasse (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in o

Underwriting Agreement, dated March 18, 2021, among the Company, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the underwriters.

Exhibit 1.1 Levere Holdings Corp. 25,000,000 Units Underwriting Agreement March 18, 2021 Citigroup Global Markets Inc. Deutsche Bank Securities Inc., As representatives (the ?Representatives?) of the several Underwriters named in Schedule I hereto, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 L

Investment Management Trust Agreement, dated March 23, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee.

EX-10.2 6 d23655dex102.htm EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 23, 2021 by and between Levere Holdings Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration

Levere Holdings Corp. Completes Initial Public Offering Company Will Seek to Leverage its Expertise and Network to Enable a Mobility Leader in Europe that can Shape the Transportation Revolution Backed by Goggo Network GmbH and Led by Martin Varsavsk

Exhibit 99.2 Levere Holdings Corp. Completes Initial Public Offering Company Will Seek to Leverage its Expertise and Network to Enable a Mobility Leader in Europe that can Shape the Transportation Revolution Backed by Goggo Network GmbH and Led by Martin Varsavsky, CEO and Chairman, Yasmine Fage, COO, and Stefan Krause, CIO and CFO BERLIN, March 23, 2021 ? Levere Holdings Corp. (the ?Company?) tod

Administrative Services Agreement, dated March 23, 2021, between the Company and the Sponsor.

Exhibit 10.12 LEVERE HOLDINGS CORP. PO Box 1093, Boundary Hall Cricket Square, Grand Cayman KY1-1102, Cayman Islands March 23, 2021 Goggo Network GmbH Axel-Springer-Strasse 65, 10888 Berlin, Germany Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statement?) for the initial p

LEVERE HOLDINGS CORP. 25,000,000 Units

Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-253105 PROSPECTUS LEVERE HOLDINGS CORP. $250,000,000 25,000,000 Units Levere Holdings Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more busines

- 8-A12B

8-A12B 1 d124247d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 LEVERE HOLDINGS CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1581160 (State or other jurisdiction of incorporation or organizatio

Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013

Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 March 17, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Alexandra Barone Re: Levere Holdings Corp. Registration Statement on Form S-1 Filed February 12, 2021, as amended File No. 333-253105 Dear Ms. Barone: Pursuant to Rule 46

Levere Holdings Corp. PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands

Levere Holdings Corp. PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands March 17, 2021 VIA EMAIL & EDGAR Alexandra Barone Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Levere Holdings Corp. (the “Company”) Registration Statement on Form S-1 (Registration No. 333-253105) Dear Ms. Barone: Pursuant

Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.

Exhibit 10.8 [●], 2021 Levere Holdings Corp. PO Box 1093, Boundary Hall Cricket Square, Grand Cayman KY1-1102, Cayman Islands Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Levere Holdings Corp., a Cayman Islands exempted company

Securities Purchase Agreement dated March 15, 2021 among the Registrant, Levere Holding GG Ltd. and the Sponsor.

Exhibit 10.9 Levere Holdings Corp. PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands March 15, 2021 Levere Holding GG Ltd. C/o Skadden, Arps, Slate, Meagher & Flom (UK) LLP 40 Bank Street, London E14 5DS United Kingdom RE: Securities Purchase Agreement Gentlemen: This agreement (this ?Agreement?) is entered into on March 15, 2021 by and between Levere Holding GG Lt

Promissory Note, dated as of March 15, 2021, between the Registrant and the Sponsor.

EX-10.6 10 d80059dex106.htm EX-10.6 Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM,

Form of Amended and Restated Memorandum and Articles of Association.

EX-3.2 3 d80059dex32.htm EX-3.2 Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF LEVERE HOLDINGS CORP. (ADOPTED BY SPECIAL RESOLUTION DATED [ ] AND EFFECTIVE ON [ ]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-4.4 4 d80059dex44.htm EX-4.4 Exhibit 4.4 WARRANT AGREEMENT LEVERE HOLDINGS CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Levere Holdings Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such cap

Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.

Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among Levere Holdings Corp., a Cayman Islands exempted company (the ?Company?), Goggo Network GmbH, a German private limited liability company (the ?Sponsor?), and the undersigned parties listed under Holder on the

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of [?], 2021, is entered into by and between Levere Holdings Corp., a Cayman Islands exempted company (the ?Company?), and Goggo Network GmbH, a German private limited liabilit

Form of Administrative Services Agreement between the Registrant and the Sponsor.

Exhibit 10.5 LEVERE HOLDINGS CORP. PO Box 1093, Boundary Hall Cricket Square, Grand Cayman KY1-1102, Cayman Islands [·], 2021 Goggo Network GmbH c/o Skadden, Arps, Slate, Meagher & Flom (UK) LLP 40 Bank Street, Canary Wharf London E14 5DS, United Kingdom Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration st

- S-1/A

S-1/A 1 d80059ds1a.htm S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on March 15, 2021 under the U.S. Securities Act of 1933, as amended. No. 333-253105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LEVERE HOLDINGS CORP. (Exact name of registrant as spec

Form of Indemnity Agreement.

Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [?], 2021, by and between Levere Holdings Corp., a Cayman Islands exempted company (the ?Company?), and [?] (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate pro

Form of Underwriting Agreement.

Exhibit 1.1 Levere Holdings Corp. 25,000,000 Units Underwriting Agreement [?], 2021 Citigroup Global Markets Inc. Deutsche Bank Securities Inc., As representatives (the ?Representatives?) of the several Underwriters named in Schedule I hereto, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Ladies

PALO ALTO, CALIFORNIA 94301

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 525 UNIVERSITY AVENUE PALO ALTO, CALIFORNIA 94301 TEL: (650) 470-4500 FAX: (650) 470-4570 www.

- S-1/A

S-1/A 1 d80059ds1a.htm S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on February 26, 2021 under the U.S. Securities Act of 1933, as amended. No. 333-253105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LEVERE HOLDINGS CORP. (Exact name of registrant as s

Form of Investment Management Trust Agreement between the Trustee and the Registrant.

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Levere Holdings Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-[●]

Form of Indemnity Agreement.

Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [?], 2021, by and between Levere Holdings Corp., a Cayman Islands exempted company (the ?Company?), and [?] (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate pro

Consent of Ingo Hueck

EX-99.2 21 d80059dex992.htm EX-99.2 Exhibit 99.2 CONSENT OF INGO HUECK In connection with the filing by Levere Holdings Corp. (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being n

Specimen Unit Certificate.

EX-4.1 5 d80059dex41.htm EX-4.1 Exhibit 4.1 SPECIMEN UNIT CERTIFICATE SEE REVERSE FOR CERTAIN DEFINITIONS Levere Holdings Corp. NUMBER UNITS U- CUSIP [ ] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0

Form of Underwriting Agreement.

EX-1.1 2 d80059dex11.htm EX-1.1 Exhibit 1.1 Levere Holdings Corp. 25,000,000 Units Underwriting Agreement [·], 2021 Citigroup Global Markets Inc. Deutsche Bank Securities Inc., As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Deutsche Bank Securities Inc. 60 Wall Street

Promissory Note, dated as of January 19, 2021, between the Registrant and the Sponsor.

Exhibit 10.6 EXECUTION VERSION THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTAN

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT LEVERE HOLDINGS CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [?], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated [?], 2021, is by and between Levere Holdings Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?). WHE

Consent of Matthieu Pigasse

Exhibit 99.3 CONSENT OF MATTHIEU PIGASSE In connection with the filing by Levere Holdings Corp. (the ?Company?) of its Registration Statement (the ?Registration Statement?) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board

Securities Subscription Agreement, dated January 19, 2021, between the Registrant and the Sponsor.

Exhibit 10.7 Levere Holdings Corp. C/o Maples Corporate Services Limited PO Box 309, Ugland House, Grand Cayman Cayman Islands, KY1-1104 January 19, 2021 Levere Holding GG Ltd. C/o Skadden, Arps, Slate, Meagher & Flom (UK) LLP 40 Bank Street London E14 5DS United Kingdom RE: Securities Subscription Agreement Gentlemen: This agreement (this ?Agreement?) is entered into on January 19, 2021 by and be

Registration Statement - S-1

S-1 1 d80059ds1.htm S-1 Table of Contents As filed with the U.S. Securities and Exchange Commission on February 12, 2021 under the U.S. Securities Act of 1933, as amended. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LEVERE HOLDINGS CORP. (Exact name of registrant as specified in its charter) Cayma

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.

EX-10.3 13 d80059dex103.htm EX-10.3 Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2021, is entered into by and between Levere Holdings Corp., a Cayman Islands exempted company (the “Company”), and Levere Holding GG

Memorandum and Articles of Association.

Exhibit 3.1 THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF LEVERE HOLDINGS CORP. THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF LEVERE HOLDINGS CORP. 1 The name of the Company is Levere Holdings Corp. 2 The Registered Office of the Company shall be at the off

Form of Amended and Restated Memorandum and Articles of Association.

Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF LEVERE HOLDINGS CORP. (ADOPTED BY SPECIAL RESOLUTION DATED [ ] AND EFFECTIVE ON [ ]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF LEVERE HOLDINGS CORP. (ADOPTED B

Specimen Warrant Certificate (included in Exhibit 4.4).

Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Levere Holdings Corp. Incorporated Under the Laws of the Cayman Islands CUSIP [?] Warrant Certificate This Warrant Certificate certifies that [ ], or registered assigns, is the registered holder of [ ] warrant(s) (the ?W

Consent of Bodo Uebber

EX-99.4 23 d80059dex994.htm EX-99.4 Exhibit 99.4 CONSENT OF BODO UEBBER In connection with the filing by Levere Holdings Corp. (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being

Specimen Class A Ordinary Share Certificate.

Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES LEVERE HOLDINGS CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] This Certifies that is the owner of Fully paid and non-assessable Class A Ordinary Shares of the par value of US$0.0001 each of LEVERE HOLDINGS CORP. (the ?Company?) subject to the Company

Form of Administrative Services Agreement between the Registrant and the Sponsor.

EX-10.5 15 d80059dex105.htm EX-10.5 Exhibit 10.5 LEVERE HOLDINGS CORP. PO Box 1093, Boundary Hall Cricket Square, Grand Cayman KY1-1102, Cayman Islands [·], 2021 Levere Holding GG Ltd. c/o Skadden, Arps, Slate, Meagher & Flom (UK) LLP 40 Bank Street, Canary Wharf London E14 5DS, United Kingdom Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the

Consent of Alex Clavel

Exhibit 99.1 CONSENT OF ALEX CLAVEL In connection with the filing by Levere Holdings Corp. (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of d

Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.

Exhibit 10.8 [?], 2021 Levere Holdings Corp. PO Box 1093, Boundary Hall Cricket Square, Grand Cayman KY1-1102, Cayman Islands Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Levere Holdings Corp., a Cayman Islands exempted company

Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.

Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among Levere Holdings Corp., a Cayman Islands exempted company (the ?Company?), Levere Holding GG Ltd., a private company limited by shares incorporated in England and Wales (the ?Sponsor?), and the undersigned part

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Table of Contents This is a confidential submission to the U.S. Securities and Exchange Commission on January 29, 2021 under the Securities Act of 1933, as amended. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission and all information contained herein remains strictly confidential. No. 333- UNITED STATES SECURITIES AND EXC