What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-03-08 compared with 2021-03-31 · 23 added, 237 removed, 1 unchanged (100% of the section changed)

Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our Public Units began trading

on the Nasdaq under the symbol “LCAPU”

on August 14, 2020.

On October 9, 2020, we announced that holders of our units could

elect to separately trade the Class A Common Stock and Public Warrants included in the units, or continue to trade the units without separating

On October 8, 2020, the Class A Common Stock and Public Warrants began trading on Nasdaq under the symbols “LCAP”

“LCAPW,”

respectively.

Each whole warrant entitles the holder to purchase of one share of Class A Common Stock at an exercise

price of $11.50 per share.

Warrants may only be exercised for a whole number of shares of Class A Common Stock and will become exercisable

on the later of 30 days after the completion of our Business Combination or 12 months from the IPO Closing Date.

Our warrants expire five

years after the completion of our Business Combination or earlier upon redemption or liquidation, as described in “Item 1.

Business.”

As of March 26, 2021, there

were 10 holders of record of our units, two holders of record of our separately traded shares of Class A Common Stock and one holder of

record of our separately traded Public Warrants.

We have not paid any cash

dividends on our Class A Common Stock or Class B Common Stock to date and do not intend to pay cash dividends in the foreseeable future.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general

financial condition subsequent to completion of our Business Combination.

The payment of any cash dividends subsequent to our Business

Combination will be within the discretion of our Board at such time.

In addition, our Board is not currently contemplating and does not

anticipate declaring any stock dividends in the foreseeable future.

Further, if we incur any indebtedness in connection with our Business

Combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

(d) Securities

Authorized for Issuance Under Equity Compensation Plans

of Unregistered Securities;

Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our Public Units began trading on the Nasdaq under the symbol “LCAPU” on August 14, 2020.

On October 9, 2020, we announced that holders of our

units could elect to separately trade the Class A Common Stock and Public Warrants included in the units, or continue to trade the units without separating them.

On October 8, 2020, the Class A Common Stock and Public Warrants began trading on

Nasdaq under the symbols “LCAP” and “LCAPW,” respectively.

Each whole warrant entitles the holder to purchase of one share of Class A Common Stock at an exercise price of $11.50 per share.

Warrants may only be exercised for a whole number of

shares of Class A Common Stock and will become exercisable on the later of 30 days after the completion of our Business Combination or 12 months from the IPO Closing Date.

Our warrants expire five years after the completion of our Business

Combination or earlier upon redemption or liquidation, as described in “Item 1.

As of March 3, 2022, there were nine holders of record of our units, one holder of record of our separately traded shares of Class A Common

Stock and one holder of record of our separately traded Public Warrants.

We have not paid any cash dividends on our Class A Common Stock or Class B Common Stock to date and do not intend to pay cash dividends in the

foreseeable future.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our Business Combination.

The payment of

any cash dividends subsequent to our Business Combination will be within the discretion of our Board at such time.

In addition, our Board is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable

Further, if we incur any indebtedness in connection with our Business Combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

Securities Authorized for Issuance Under Equity Compensation Plans

Recent Sales of Unregistered Securities;

Use of Proceeds from Registered Offerings

January 10 2020, our Sponsor purchased 5,000,000 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.005

Subsequently, on February 6, 2020, we effected a stock dividend of 0.15 shares for each Founder Share outstanding, resulting

in the Sponsor holding an aggregate of 5,750,000 Founder Shares.

In July 2020, our Sponsor

sold 82,500 Founder Shares to Nomura at their original purchase price.

Our Public Offering was consummated on August 18,

to the IPO Closing Date, we completed our Private Placement of an aggregate of 650,000 Private Units to our Sponsor and Nomura at a price

of $10.00 per Private Unit, generating total proceeds, before expenses, of $6,500,000.

The Private Units have terms and provisions that

are identical to those of our Public Units sold as part of the units in our Public Offering, except that our Private Units may be physical

(cash) or net share (cashless) settled and are not redeemable so long as they are held by our Sponsor or its permitted transferees.

our Private Units are held by holders other than our Sponsor or its permitted transferees, the Private Units will be redeemable by us

and exercisable by the holders on the same basis as the Public Units.

sales of the above securities by the Company were exempt from registration in reliance on Section 4(a)(2) of the Securities Act

as transactions by an issuer not involving a public offering.

On August 12, 2020, our registration

statement on Form S-1 (File No.

333-240130) was declared effective by the SEC for the Public Offering pursuant to which we sold an aggregate

of 20,000,000 Units at an offering price to the public of $10.00 per Unit, including 3,000,000 Units in the Over-Allotment, generating

gross proceeds of $230,000,000.

deducting the underwriting discounts and commissions (excluding the deferred underwriting commissions, which amount will be payable

upon the consummation of our Business Combination, if consummated) and the offering expenses, the total net proceeds from our

Public Offering and the sale of the Private Units were $231,451,513, of which $230,000,000 (or $10.00 per Public Unit sold in

the Public Offering) was placed in the Trust Account in the United States maintained by the Trustee.

Through December 31, 2020,

we incurred approximately $478,937 for costs and expenses related to the Public Offering.

At the closing of the Public Offering, we paid

a total of $4,600,000 in underwriting discounts and commissions.

In addition, the underwriter agreed to defer $8,050,000 in underwriting

commissions, which amount will be payable upon the consummation of our Business Combination.

There has been no material change in the

planned use of proceeds from our Public Offering as described in our final prospectus dated August 14, 2020 which was filed with the SEC.

Sponsor, executive officers and directors have agreed, and our amended and restated certificate of incorporation provides, that

we will have only 18 months from the IPO Closing Date to complete our Business Combination.

If we are unable to complete our Business

Combination within such 18-month period, we will:

(i) cease all operations except for the purpose of winding up, (ii) as promptly

as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable

in cash, equal to the aggregate amount then on deposit in our Trust Account, including interest (which interest shall be net of

taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public

shares, which redemption will completely extinguish public stockholders’

rights as stockholders (including the right to

receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following

such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each

case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

As of December 31, 2020, after giving effect to our Public Offering

and our operations subsequent thereto, approximately $230,011,254 was held in the Trust Account, and we had approximately $1,017,137 of

unrestricted cash available to us for our activities in connection with identifying and conducting due diligence of a suitable Business

Combination, and for general corporate matters.

Selected Financial Data

Management’s Discussion and Analysis of Financial Condition and Results of Operations

following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction

with our audited financial statements and the notes related thereto which are included in “Item 8.

Financial Statements

and Supplementary Data”

of this Annual Report on Form 10-K.

Certain information contained in the discussion and analysis

set forth below includes forward-looking statements.

Our actual results may differ materially from those anticipated in these

forward-looking statements as a result of many factors, including those set forth under “Special Note Regarding Forward-Looking

Statements,”

“Item 1A.

Risk Factors”

and elsewhere in this Annual Report on Form 10-K.

are a blank check company formed under the laws of the State of Delaware on December 23, 2019 for the purpose of effecting a merger,

capital stock exchange, asset acquisition, stock purchase, reorganization or other similar Business Combination with one or more

We intend to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the

sale of the Private Placement Units, the proceeds of the sale of our shares in connection with a Business Combination (pursuant

to the forward purchase agreement with Nomura and pursuant to forward purchase agreements or backstop agreements, shares issued

to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.

of Operations

have neither engaged in any operations nor generated any revenues to date.

Our only activities from December 23, 2019 (inception)

through December 31, 2020 were organizational activities, those necessary to prepare for the Initial Public Offering, described

below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

We do not expect

to generate any operating revenues until after the completion of our Business Combination.

We expect to generate non-operating

income in the form of interest income on marketable securities held after the Initial Public Offering.

We incur expenses as a

result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence

the year ended December 31, 2020, we had a net loss of $1,460,914, which consists of operating costs of $1,472,168, offset by

interest income on marketable securities held in the Trust Account of $11,254.

the period from December 23, 2019 (inception) through December 31, 2019, we had net loss of $1,000, which consisted of operating

and Capital Resources

the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of common stock by the Sponsor

and loans from our Sponsor.

August 18, 2020, we consummated the Initial Public Offering of 20,000,000 Units at a price of $10.00 per Unit, generating gross

proceeds of $200,000,000.

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 650,000 Private

Placement Units at a price of $10.00 per Private Placement Unit in a private placement to our stockholders, generating gross proceeds

of $6,500,000.

August 24, 2020, in connection with the underwriters’

election to fully exercise of their option to purchase additional

Units, we consummated the sale of an additional 3,000,000 Units, generating total gross proceeds of $30,000,000.

the Initial Public Offering, the full exercise of the over-allotment option by the underwriters’

and the sale of the Private

Placement Units, a total of $230,000,000 was placed in the Trust Account and we had $1,421,063 of cash held outside of the Trust

Account, after payment of costs related to the Initial Public Offering, and available for working capital purposes.

$13,128,937 in transaction costs, including $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $478,937

of other offering costs.

the year ended December 31, 2020, cash used in operating activities was $434,376, which consisted of our net loss of $1,460,914,

interest earned on marketable securities held in the Trust Account of $11,254 and changes in operating assets and liabilities,

which provided $1,037,792 of cash from operating activities.

of December 31, 2020, we had cash and marketable securities held in the Trust Account of $230,011,254.

We intend to use substantially

all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account to complete

our Business Combination.

We may withdraw interest to pay franchise and income taxes.

During the period year ended December 31,

2020, we did not withdraw any interest earned on the Trust Account.

To the extent that our capital stock or debt is used, in whole

or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used

as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth

of December 31, 2020, we had cash of $1,017,137 outside of the Trust Account.

We intend to use the funds held outside the Trust

Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses,

travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners,

review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business

In order to fund working capital

deficiencies or finance transaction costs in connection with a business combination, on February 21, 2021, the Sponsor, Lionheart Equities,

LLC, committed up to $750,000 in loans to the Company for continuing operations to consummate a business combination.

The loans are non-interest

bearing, unsecured, and to be repaid upon the consummation of a business combination.

In the event that a business combination does not

occur, then all loaned amounts under this commitment will be forgiven except to the extent that the Company has funds available to it

outside the trust account.

In addition, the Sponsor,

an affiliate of the Sponsor, or our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete

a Business Combination, we would repay such loaned amounts.

In the event that a Business combination does not close, we may use a portion

of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our Trust Account would be used

for such repayment.

Up to $1,000,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender.

The units would be identical to the Private Placement Units.

The terms of such loans by our officers and directors, if any, have not been

determined and no written agreements exist with respect to such loans.

The loans would be repaid upon consummation of a Business Combination,

without interest.

do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business.

if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination

are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to

our Business Combination.

Moreover, we may need to obtain additional financing either to complete our Business Combination or

because we become obligated to redeem a significant number of our public shares upon consummation of our Business Combination,

in which case we may issue additional securities or incur debt in connection with such Business Combination.

Subject to compliance

with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination.

If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced

to cease operations and liquidate the Trust Account.

In addition, following our Business Combination, if cash on hand is insufficient,

we may need to obtain additional financing in order to meet our obligations.

In order to fund working capital

deficiencies or finance transaction costs in connection with a business combination, on February 21, 2021, the Sponsor committed up to

$750,000 in loans to the Company for continuing operations to consummate a business combination.

The loans are non-interest bearing, unsecured,

and to be repaid upon the consummation of a business combination.

In the event that a business combination does not occur, then all loaned

amounts under this commitment will be forgiven except to the extent that the Company has funds available to it outside the trust account.

Sheet Arrangements

did not have any off-balance sheet arrangements as of December 31, 2020.

do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an

agreement to pay the Sponsor a monthly fee of $15,000 for office space, utilities and secretarial and administrative support to

We began incurring these fees on August 14, 2020 and will continue to incur these fees monthly until the earlier

of the completion of the Business Combination and the Company’s liquidation.

underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate.

The deferred fee will become

payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business

Combination, subject to the terms of the underwriting agreement.

Accounting Policies

preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the

United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses

during the periods reported.

Actual results could materially differ from those estimates.

We have identified the following critical

accounting policies:

A Common Stock Subject to Possible Redemption

account for our Class A common stock subject to possible conversion in accordance with the guidance in Accounting Standards Codification

ASC ”) Topic 480 “Distinguishing Liabilities from Equity.”

Shares of Class A common stock

subject to mandatory redemption is classified as a liability instrument and measured at fair value.

Conditionally redeemable common

stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption

upon the occurrence of uncertain events not solely within our control) is classified as temporary equity.

At all other times,

common stock is classified as stockholders’

Our common stock features certain redemption rights that are considered

to be outside of our control and subject to occurrence of uncertain future events.

Accordingly, common stock subject to possible

redemption is presented at redemption value as temporary equity, outside of the stockholders’

equity section of our balance

Income Per Common Share

apply the two-class method in calculating earnings per share.

Shares of common stock subject to possible redemption, which are

not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per common

share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings.

Our net income is

adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate

in the earnings of the Trust Account and not our income or losses.

Accounting Standards

does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have

a material effect on our financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity