SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

(Mark One)

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

For the period from August 20, 2020 (inception) through December 31, 2020

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

For the transition period from       to

L&F Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

Registrant’s telephone number, including area code: (312) 705-2786

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

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

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐

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

As of June 30, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, the registrant’s securities were not publicly traded. The registrant’s units began trading on The New York Stock Exchange (“NYSE”) on November 19, 2020 and the registrant’s Class A ordinary shares par value $0.0001 (the “Class A ordinary shares”) and warrants began trading on the NYSE on January 7, 2021. The aggregate market value of the ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for the ordinary shares on February 26, 2021 (as of the date of this Report the shares had not yet been trading for a full quarter), as reported on the NYSE, was $175,432,500.

As of March 30, 2021, 17,250,000 Class A ordinary shares, par value $0.0001, and 4,312,000 Class B ordinary shares, par value $0.0001, were issued and outstanding.

Documents Incorporated by Reference: None.

Explanatory Note

 

This Amendment No. 1 (“Amendment No. 1”) to the Annual Report on Form 10-K/A amends the Annual Report on Form 10-K of L&F Acquisition Corporation as of and for the period ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on March 30, 2021 (the “Original Filing”).

 

On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on November 23, 2020, and, subsequently on November 25, 2020, our outstanding public and private placement warrants to purchase ordinary shares (the “Warrants”) were accounted for as equity within our balance sheet. After discussion and evaluation, we have concluded that the Warrants should be presented as liabilities with subsequent fair value remeasurement.

 

Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued Financial Statements for the period ended December 31, 2020 along with its audited balance sheet as of November 23, 2020 and unaudited pro forma balance sheet as of November 23, 2020 (collectively, the “Affected Periods”) should be restated because of a misapplication in the guidance around accounting for the Warrants and should no longer be relied upon.

 

Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on our application of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreements and the Company’s application of ASC 815-40 and ASC 480 to the warrant agreements. We reassessed our accounting for the Warrants in light of the SEC Staff’s published views. Based on this reassessment, we determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in our Statement of Operations each reporting period. Additionally, offering costs attributable to the Warrants, based on the Warrants’ fair value as a percentage of proceeds, are no longer included as an offset to equity but expensed as incurred.

 

The change in accounting for the Warrants did not have any impact on our liquidity, cash flows, revenues or costs of operating our business and the other non-cash adjustments to the Financial Statements, in all of the Affected Periods or in any of the periods included in Item 8, Financial Statements and Supplementary Data in this filing. The change in accounting for the Warrants does not impact the amounts previously reported for the Company’s cash and cash equivalents, investments held in the trust account, operating expenses or total cash flows from operations for any of these periods.

 

This Form 10-K/A presents the Original Report, amended and restated with modifications as necessary to reflect the restatement. The following items have been amended to reflect the restatement:

•

Item 7. Management’s discussion and analysis of financial condition and results of operations.

•

Item 8. Financial Statements and Supplementary Data

•

Item 9A. Controls and Procedures

		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY		2
PART I		3
Item 1.	Business	3
Item 1A.	Risk Factors (Restated)	22
Item 1B.	Unresolved Staff Comments	53
Item 2.	Properties	53
Item 3.	Legal Proceedings	53
Item 4.	Mine Safety Disclosures	53
PART II		54
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	54
Item 6.	Selected Financial Data	55
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (Restated)	55
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	57
Item 8.	Financial Statements and Supplementary Data (Restated)	58
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	58
Item 9A.	Controls and Procedures (Restated)	58
PART III		59
Item 10.	Directors, Executive Officers and Corporate Governance	59
Item 11.	Executive Compensation	67
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	69
Item 13.	Certain Relationships and Related Transactions, and Director Independence	70
Item 14.	Principal Accountant Fees and Services	71
PART IV		73
Item 15.	Exhibits, financial Statement Scheudles	73
Item 16.	Form 10-K Summary	74

•

“amended and restated memorandum and articles of association” are to the amended and restated memorandum and articles of association of the Company, adopted and filed on November 18, 2020.

•

“we,” “us,” “company” or “our company” are to L&F Acquisition Corp., a Cayman Islands exempted company;

•

“Companies Law” are to the Companies Act (2020 Revision) of the Cayman Islands as the same may be amended from time to time;

•

“founder shares” are to Class B ordinary shares initially purchased by our sponsor in a private placement prior to our initial public offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination as described herein;

•

“initial shareholders” are to holders of our founder shares prior to our initial public offering;

•

“management” or our “management team” are to our officers and directors;

•

“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;

•

“public shares” are to Class A ordinary shares sold as part of the units in our initial public offering (whether they are purchased in our initial public offering or thereafter in the open market);

•

“public shareholders” are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder’s and member of our management team’s status as a “public shareholder” will only exist with respect to such public shares;

•

“public warrants” are to the warrants sold as part of the units in our initial public offering (whether they are purchased in our initial public offering or thereafter in the open market);

•

“private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of our initial public offering;

•

“sponsor” are to JAR Sponsor, LLC, a Delaware limited liability company;

•

“Jefferies” are to Jefferies LLC, the sole underwriter in our initial offering; and

•

“warrants” are to our public warrants and private placement warrants

•

our ability to select an appropriate target business or businesses;

•

our ability to complete our initial business combination;

•

our expectations around the performance of the prospective target business or businesses;

•

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

•

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

•

our potential ability to obtain additional financing to complete our initial business combination;

•

our pool of prospective target businesses;

•

the ability of our officers and directors to generate a number of potential business combination opportunities;

•

our public securities’ potential liquidity and trading;

•

the lack of a market for our securities;

•

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

•

the trust account not being subject to claims of third parties; or

•

our financial performance following our initial public offering.

ITEM 1.

BUSINESS

•

Exceptional Management Team with Public Market Experience: Best-in-class management with experience running a public company and a track record of success in driving growth and profitability.

•

Established Market Leader: Scaled platform with unique solutions that create barriers to entry with defensible, market-leading positions, as well as a business operating within large and expanding markets with significant whitespace opportunities.

•

Attractive Financial Characteristics: Consistent organic revenue growth with high, recurring-subscription revenue base and operating leverage, as well as an ability to generate attractive unit economics and returns on capital.

•

Sector Momentum with Multiple Growth Levers: Industry tailwinds that drive accelerated growth and further adoption of products and solutions, as well as a platform built to capitalize on numerous, tangible growth initiatives.

•

Digital Transformation: Facilitator of digital transformation across enterprises in sectors that have historically relied on legacy processes, as well as a company that we can leverage our deep industry relationships, distribution capabilities and sector knowledge to drive additional growth in the business.

•

subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and

•

cause us to depend on the marketing and sale of a single product or limited number of products or services.

•

we issue (other than in a public offering for cash) ordinary shares that will either (a) be equal to or in excess of 20% of the number of Class A ordinary shares then outstanding or (b) have voting power equal to or in excess of 20% of the voting power then outstanding;

•

any of our directors, officers or substantial security holders (as defined by the NYSE rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in outstanding ordinary shares or voting power of 1% or more (or 5% or more if the related party involved is classified as such solely because such person is a substantial security holder); or

•

the issuance or potential issuance of ordinary shares will result in our undergoing a change of control.

•

conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

•

file proxy materials with the SEC.

•

conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and

•

file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

ITEM 1A.

RISK FACTORS (Restated)

•

may significantly dilute the equity interest of investors in our initial public offering;

•

may subordinate the rights of holders of Class A ordinary shares if preferred shares are issued with rights senior to those afforded our Class A ordinary shares;

•

could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and

•

may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants.

•

default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

•

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

•

our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

•

our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

•

our inability to pay dividends on our Class A ordinary shares;

•

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

•

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

•

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

•

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

•

solely dependent upon the performance of a single business, property or asset; or

•

dependent upon the development or market acceptance of a single or limited number of products, processes or services.

•

restrictions on the nature of our investments; and

•

restrictions on the issuance of securities, each of which may make it difficult for us to complete our business combination.

•

registration as an investment company;

•

adoption of a specific form of corporate structure; and

•

reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

•

a limited availability of market quotations for our securities;

•

reduced liquidity for our securities;

•

a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

•

a limited amount of news and analyst coverage; and

•

a decreased ability to issue additional securities or obtain additional financing in the future.

•

costs and difficulties inherent in managing cross-border business operations;

•

rules and regulations regarding currency redemption;

•

complex corporate withholding taxes on individuals;

•

laws governing the manner in which future business combinations may be effected;

•

exchange listing and/or delisting requirements;

•

tariffs and trade barriers;

•

regulations related to customs and import/export matters;

•

local or regional economic policies and market conditions;

•

unexpected changes in regulatory requirements;

•

challenges in managing and staffing international operations;

•

longer payment cycles;

•

tax issues, such as tax law changes and variations in tax laws as compared to the United States;

•

currency fluctuations and exchange controls;

•

rates of inflation;

•

challenges in collecting accounts receivable;

•

cultural and language differences;

•

employment regulations;

•

underdeveloped or unpredictable legal or regulatory systems;

•

corruption;

•

protection of intellectual property;

•

social unrest, crime, strikes, riots and civil disturbances;

•

regime changes and political upheaval;

•

terrorist attacks and wars; and

•

deterioration of political relations with the United States.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

ITEM 2.

PROPERTIES

ITEM 3.

LEGAL PROCEEDINGS

ITEM 4.

MINE SAFETY DISCLOSURES

(a)	Market Information

(b)

Holders

(c)

Dividends

(d)	Securities Authorized for Issuance Under Equity Compensation Plans

(e)	Performance Graph

(f)	Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings

(g)	Purchases of Equity Securities by the Issuer and Affiliated Purchasers

ITEM 6.

SELECTED FINANCIAL DATA

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Restated)

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Restated)

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9A.

CONTROLS AND PROCEDURES (Restated)

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

	Name		Age		Position
	Jeffrey C. Hammes		61		Chairman
	Adam Gerchen		39		Chief Executive Officer and Director
	Richard Levy		48		Director
	Tom Gazdziak		33		Chief Financial Officer
	Senator Joseph Lieberman		79		Director
	Albert Goldstein		40		Director

•

assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;

•

pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the firm has with us in order to evaluate their continued independence;

•

setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

•

meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

•

reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

•

reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer’s based on such evaluation;

•

reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers;

•

reviewing our executive compensation policies and plans;

•

implementing and administering our incentive compensation equity-based remuneration plans;

•

assisting management in complying with our proxy statement and annual report disclosure requirements;

•

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

•

producing a report on executive compensation to be included in our annual proxy statement; and

•

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

	•	identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for election at the annual general meeting or to fill vacancies on the board of directors
	•	developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;
	•	coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and
	•	reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.

	Individuals		Entity		Entity’s Business		Affiliation
	Jeffrey C. Hammes		Kirkland & Ellis LLP		Law Practice		Chair Emeritus
	Adam Gerchen		Keller Lenker		Law Practice		Chief Executive Officer
			Bridge Legal		Billing Platform		Owner and Board Director
			Chairman of Thora Capital		Alternative Investment Advising		Co-Founder and Chairman
			Heyday Technologies, Inc.		E-Commerce		Co-Founder and Executive Chairman
	Richard Levy		Victory Park Capital Advisors, LLC		Registered investment advisor		Chief Executive Officer and Founder
			Giordano’s		Food & Beverage		Director
			Caribbean Financial Group		Consumer Finance		Director
			United Automobile Insurance Company		Insurance		Director
	Tom Gazdziak		Victory Park Capital Advisors, LLC		Registered investment advisor		Fund Controller
	Senator Joseph Lieberman		Kasowitz, Benson & Torres LLP		Law Firm		Law Firm
			Park Hotels & Resorts, Inc.		Real Estate Investment Trust		Director
	Albert Goldstein		StoicLane Holdings, Inc.		Investment Holding Company		Chairman, CEO
			Avant, Inc.		Challenger Bank		Chairman
			Amount, Inc		Technology Platform		DirectorChairman
			SpringCoin, Inc. dba Spring Labs		Blockchain		Director
			I2R Holdings, LLC		Electricity and Solar Power Provider		Director

•

Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs.

•

Our initial shareholders purchased founder shares prior to the date of our initial public offering and purchased private placement warrants in a transaction that closed simultaneously with the closing of our initial public offering. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Furthermore, our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination or (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lockup. The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable until 30 days following the completion of our initial business combination. Because each of our officers and directors own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

ITEM 11.

EXECUTIVE COMPENSATION

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

•

each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;

•

each of our executive officers and directors that beneficially owns our ordinary shares; and

•

all our executive officers and directors as a group.

		Class B ordinary shares								Class A ordinary shares
Name of Beneficial Owners(1)		Number of Shares Beneficially Owned				Approximate Percentage of Class(2)				Number of Shares Beneficially Owned				Approximate Percentage of Class
JAR Sponsor LLC(3) (our sponsor)			4,242,500				98.3	%			—				19.6	%
Jeffrey C. Hammes			—				—				—				—
Adam Gerchen			—				—				—				—
Richard Levy			—				—				—				—
Tom Gazdziak			—				—				—				—
Senator Joseph Lieberman			50,000				*				—				—
Albert Goldstein			20,000				*				—				—
Integrated Core Strategies (US) LLC(4)			—				—				830,000				5.5	%
Corbin Capital Partners, L.P.(5)			—				—				1,485,000				9.9	%
Citadel Advisors LLC(6)			—				—				870,009				5.0	%
All officers and directors as a group (six individuals)			70,000				1.7	%			—				*

*	Less than one percent.

(1)	Unless otherwise noted, the business address of each of our shareholders is 150 North Riverside Plaza, Suite 5200, Chicago, Illinois 60606.

(2)

Interests shown consist solely of Founder Shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described in the section entitled “Description of Securities.”

(3)

Includes Class B ordinary shares beneficially held by our sponsor, Jeffrey Hammes, a United States citizen (“Mr. Hammes”), Adam Gerchen, a United States citizen (“Mr. Gerchen”), and Richard Levy, a United States citizen (“Mr. Levy”) based solely on the Schedule 13G filed jointly by Sponsor, Mr. Hammes, Mr. Gerchen and Mr. Levy with the SEC on February 10, 2021.

(4)

Includes Class A ordinary shares beneficially held by Integrated Core Strategies (US) LLC, a Delaware limited liability company (“ICS”), ICS Opportunites, Ltd. a limited company organized under the laws of the State of Delaware (“ICSO”), Millennium International L.P., a Delaware limited partnership , Millennium Management LLC (“MI”), a Delaware limited liability company, Millenium Group Management LLC, a Delaware limited liability company (“MGM”) and Israel Englander, the managing member of Millennium Group Management and a United States citizen (“Mr. Englander”), based solely on the Schedule 13G filed jointly by ICS, ICSO, MI, MGM and Mr. Englander, with the SEC on November 25, 2020. The business address of each of ICS, ICSO, MI, MGM and Mr. Englander is 666 Fifth Avenue, New York, NY 10103.

(5)

Includes Class A ordinary shares beneficially held by Corbin Opportunity Fund, L.P. (“COF”), Corbin ERISA Opportunity Fund, Ltd. (“CEOF”, Corbin Capital Partners, L.P. (“CCP”) and Corbin Capital Partners Group, LLC (CCPG). Based solely on Schedule 13G filed jointly by COF, CEOF, CCP and CCPG, with the SEC on November 30, 2020, COF beneficially owns 990,000 Class A ordinary shares, CEOF beneficially owns 495,000 Class A ordinary shares, CCP beneficially owns 1,485,000 Class A ordinary shares and CCPG beneficially owns 1,485,000 Class A ordinary shares. The address of COF, CEOF, CCP and CCPG is is 150 North Riverside Plaza, Suite 5200, Chicago, IL 60606.

(6)

Includes Class A ordinary shares beneficially held by Citadel Advisors LLC (“CA”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), Citadel Securities LLC (“CS”), CALC IV LP (“CALC4”), Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin (collectively with Citadel Advisors, CAH, CGP, Citadel Securities, CALC4 and CSGP, based on a Schedule 13G/A filed jointly on February 16, 2021. The business address of is 150 North Riverside Plaza, Suite 5200, Chicago, Illinois 60606.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEUDLES

(a)

The following documents are filed as part of this Form 10-K:

(1)

Financial Statements:

(2)

Financial Statement Schedules:

(3)

Exhibits

	Exhibit No.		Description
	3.1		Amended and Restated Memorandum and Article of Association.(1)
	4.1		Specimen Unit Certificate.(2)
	4.2		Specimen Ordinary Share Certificate.(2)
	4.3		Specimen Warrant Certificate.(2)
	4.4		Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.(1)
	4.5		Description of Registrant’s Securities.(3)
	10.1		Sponsor Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.(1)
	10.2		Private Placement Warrants Purchase Agreement between the Company and Jefferies.(1)
	10.3		Investment Management Trust Account Agreement between Continental Stock Transfer & Trust Company and the Company.(1)
	10.4		Registration and Shareholder Rights Agreement between the Registrant, the Sponsor Jefferies and certain directors of the Company.(1)
	10.5		Letter Agreement among the Company, the Sponsor and the Company’s officers and directors(1)
	10.6		Administrative Services Agreement between the Company and the Sponsor.(1)
	31.1		Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).*
	31.2		Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).*

	Exhibit No.		Description
	32.1		Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.**
	32.2		Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.**
	101.INS		XBRL Instance Document
	101.SCH		XBRL Taxonomy Extension Schema
	101.CAL		XBRL Taxonomy Extension Calculation Linkbase
	101.DEF		XBRL Taxonomy Extension Definition Linkbase
	101.LAB		XBRL Taxonomy Extension Label Linkbase
	101.PRE		XBRL Taxonomy Extension Presentation Linkbase

*	Filed herewith
**	Furnished herewith
(1)	Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on November 23, 2020.
(2)	Incorporated by reference to the registrant’s Registration Statement on Form S-1, filed with the SEC on November 12, 2020.
(3)	Incorporated by reference to Exhibit 4.5 to L&F Acquisition Corp.’s Annual Report on Form 10-K filed with the SEC on March 30, 2021.

Item 16.

Form 10-K Summary

May 27, 2021
	L&F ACQUISITION CORP.
	/s/ Adam Gerchen
	Name:	Adam Gerchen
	Title:	Chief Executive Officer

	Name		Position		Date
	/s/ Jeffrey C. Hammes		Chairman		May 27, 2021
	Jeffrey C. Hammes
	/s/ Adam Gerchen		Chief Execute Officer		May 27, 2021
	Adam Gerchen		(Principal Executive Officer)
	/s/ Richard Levy		Director		May 27, 2021
	Richard Levy
	/s/ Tom Gazdziak		Chief Financial Officer		May 27, 2021
	Tom Gazdziak		(Principal Financial and Accounting Officer)
	/s/ Senator Joseph Lieberman		Director		May 27, 2021
	Senator Joseph Lieberman
	/s/ Albert Goldstein		Director		May 27, 2021
	Albert Goldstein

Report of Independent Registered Public Accounting Firm		F-2
Financial Statements:
	Balance Sheet (as restated)	F-3
	Statement of Operations (as restated)	F-4
	Statement of Changes in Shareholders’ Equity (as restated)	F-5
	Statement of Cash Flows (as restated)	F-6
	Notes to Financial Statements (as restated)	F-7 to F-20

ASSETS
Current assets
Cash		$	1,478,928
Prepaid expenses			295,658
Total Current assets			1,774,586
Marketable securities held in Trust Account			175,089,531
TOTAL ASSETS		$	176,864,117
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accrued expenses		$	126,944
Accrued offering costs			350,000
Total Current liabilities			476,944
Deferred underwriting fee payable			6,037,500
Warrant liabilities			28,062,924
Total Liabilities			34,577,368
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, 13,525,788 shares at $10.15 per share			137,286,748
Shareholders’ Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 3,742,212 shares issued and outstanding (excluding 13,525,788 shares subject to possible redemption)			372
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 4,312,500 shares issued and outstanding			431
Additional paid-in capital			12,797,958
Accumulated deficit			(7,798,760	)
Total Shareholders’ Equity			5,000,001
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	176,864,117

Formation and operating costs		$	164,192
Loss from operations			(164,192	)
Other income:
Change in fair value of warrants			(6,829,174	)
Transaction costs allocable to warrant liabilities			(807,424	)
Interest earned on marketable securities held in Trust Account			2,030
Net Loss		$	(7,798,760	)
Weighted average shares outstanding of Class A redeemable ordinary shares			17,134,615
Basic and diluted net income per share, Class A redeemable ordinary shares		$	0.00
Weighted average shares outstanding of Class B non-redeemable ordinary shares			3,915,179
Basic and diluted net loss per share, Class B non-redeemable ordinary shares		$	(1.99	)

		Class A Ordinary Shares								Class B Ordinary Shares								Additional Paid in				Accumulated				Total Shareholders’
		Shares				Amount				Shares				Amount				Capital				Deficit				Equity
Balance — August 20, 2020 (inception)			—			$	—				—			$	—			$	—			$	—			$	—
Issuance of Class B ordinary shares to Sponsor			—				—				4,312,500				431				24,569				—				25,000
Sale of 17,250,000 Units, net of underwriting discounts, offering costs and fair value of Public Warrants			17,250,000				1,725				—				—				150,058,784				—				150,060,509
Class A Ordinary shares subject to possible redemption			(13,525,788	)			(1,353	)			—				—				(137,285,395	)			—				(137,286,748	)
Net loss			—				—				—				—				—				(7,798,760	)			(7,798,760	)
Balance — December 31, 2020			3,742,212			$	372				4,312,500			$	431			$	12,797,958			$	(7,798,760	)		$	5,000,001

Cash Flows from Operating Activities:
Net loss		$	(7,798,760	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrants			6,829,174
Transaction costs allocable to warrant liabilities			807,424
Formation cost paid by Sponsor in exchange for issuance of Class B ordinary shares			5,000
Interest earned on marketable securities held in Trust Account			(2,030	)
Changes in operating assets and liabilities:
Prepaid expenses			(295,658	)
Accrued expenses			126,944
Net cash used in operating activities			(327,906	)
Cash Flows from Investing Activities:
Investment of cash in Trust Account			(175,087,501	)
Net cash used in investing activities			(175,087,501	)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid			169,050,000
Proceeds from sale of Private Placement Warrants			8,037,500
Repayment of promissory note – related party			(64,126	)
Payments of offering costs			(129,039	)
Net cash provided by financing activities			176,894,335
Net Change in Cash			1,478,928
Cash – Beginning			—
Cash – Ending		$	1,478,928
Non-Cash Investing and Financing Activities:
Initial classification of Class A ordinary shares subject to possible redemption		$	139,789,675
Change in value of Class A ordinary shares subject to possible redemption		$	(2,502,627	)
Deferred underwriting fee payable		$	6,037,500
Payment of offering costs through promissory note		$	64,126
Offering costs included in accrued offering costs		$	350,000
Offering costs paid by Sponsor in exchange for issuance of founder shares		$	20,000

Balance Sheet as of November 23, 2020 (audited)		As Reported				Restatement				As Restated
Warrant Liabilities		$	—			$	22,793,183			$	22,793,183
Total Liabilities			5,600,000				22,793,183				28,393,183
Class A ordinary shares subject to possible redemption			143,456,836				(22,793,183	)			120,663,653
Class A ordinary shares			87				224				311
Additional paid-in capital		$	5,004,483			$	2,914,781			$	7,920,772
Accumulated deficit		$	(5,000	)		$	(4,780,937	)		$	(4,785,937	)
Total Shareholders’ Equity		$	5,000,001			$	-			$	5,000,001
Number of shares subject to possible redemption			14,133,678				(2,245,634	)			11,888,044

Balance Sheet as of December 31, 2020 (audited)
Warrant Liabilities		$	—			$	28,062,924			$	28,062,924
Total Liabilities			6,514,444				28,062,924				34,577,368
Class A ordinary shares subject to possible redemption			165,349,672				(28,062,924	)			137,286,748
Class A ordinary shares			96				276				372
Additional paid-in capital		$	5,161,636			$	7,686,322			$	12,797,958
Accumulated deficit		$	(162,162	)		$	(7,686,322	)		$	(7,798,760	)
Total Shareholders’ Equity		$	5,000,001			$	5			$	5,000,001
Number of shares subject to possible redemption			16,290,608				(2,764,820	)			13,525,788

Statement of Operations for the period from August 20, 2020 (Inception) through December 31, 2020 (audited)		As Reported				Restatement				As Restated
Other income:
Transaction costs allocable to warrant liabilities		$	—			$	(807,424	)		$	(807,424	)
Change in fair value of warrant liabilities			—				(6,829,174	)			(6,829,174	)
Net loss		$	(162,162	)		$	(7,636,598	)		$	(7,798,760	)
Basic and diluted net loss per share, Class B		$	(0.04	)		$	(1.95	)		$	(1.99	)

Statement of Cash Flows for the period from July 31, 2020 (inception) through December 31, 2020 (audited)		As Reported				Period Adjustment				As Restated
Transaction costs allocable to warrant liabilities		$	—			$	(807,424	)		$	(807,424	)
Change in fair value of warrant liabilities			—				(6,829,174	)			(6,829,174	)
Net loss		$	(162,162	)		$	(7,636,598	)		$	(7,798,760	)
Initial classification of Class A Ordinary Shares subject to possible redemption			165,506,834				(25,717,159	)			139,789,675
Change in value of Class A Ordinary Shares subject to possible redemption			(157,162	)			(2,345,465	)			(2,502,627	)
Initial classification of warrant liability		$	—			$	22,793,183			$	22,793,183

		For the Period from August 20, 2020 (inception) Through December 31, 2020
Redeemable Class A Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Interest Income		$	2,030
Net Earnings		$	2,030
Denominator: Weighted Average Redeemable Class A Ordinary Shares		​
Redeemable Class A Ordinary Shares, Basic and Diluted			17,134,615
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares		$	0.00
Non-Redeemable Class A and Class B Ordinary Shares
Numerator: Net Income minus Redeemable Net Earnings
Net Loss		$	(7,798,760	)
Redeemable Net Earnings		$	(2,030	)
Non-Redeemable Net Loss		$	(7,800,790	)
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares
Non-Redeemable Class B Ordinary Shares, Basic and Diluted			3,915,179
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares		$	(1.99	)

■

in whole and not in part;

■

at a price of $0.01 per warrant;

■

upon a minimum of 30 days’ prior written notice of redemption; and

■

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

■

in whole and not in part;

■

at a price of $0.10 per warrant;

■

upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares;

■

if, and only if, the closing price of the Class A ordinary shares equal or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company send the notice of redemption of the warrant holders; and

■

if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants.

Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3:	Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing the asset or liability.

Description		Level				December 31, 2020
Assets:
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund			1			$	175,089,531
Liabilities:
Warrant liability – Public Warrants			3				14,403,750
Warrant liability – Private Placement Warrants			3				13,659,174

​		Private Placement				Public				Warrant Liabilities
Fair value as of November 23, 2020		$	—			$	—			$	—
Initial measurement on November 23, 2020 (IPO)			11,318,183				11,475,000				22,793,183
Measurement on November 25, 2020 (Over-Allotment)			1,202,726				1,721,250				2,923,976
Change in valuation inputs or other assumptions			1,138,265				1,207,500				2,345,765
Fair value as of December 31, 2020		$	13,659,174			$	14,403,750			$	28,062,924