ALFWQ / Alfi, Inc. - Equity Warrant - SEC-Einreichungen, Jahresbericht, Proxy Statement

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

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): October 14, 2022 Alfi, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40294 30-1107078 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

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

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): October 14, 2022 Alfi, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40294 30-1107078 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

SECOND AMENDED AND RESTATED NON-REVOLVING LINE OF CREDIT NOTE

Exhibit 99.2 EXECUTION COPY SECOND AMENDED AND RESTATED NON-REVOLVING LINE OF CREDIT NOTE $3,255,000 September 29, 2022 Miami Beach, Florida FOR VALUE RECEIVED, the undersigned, Alfi, Inc., a Delaware corporation (the ?Borrower?), promises to pay to the order of Lee Aerospace, Inc., a Kansas corporation (the ?Lender?; the Lender and any subsequent holder(s) hereof being hereinafter referred to col

AMENDMENT NO. 3 TO CREDIT AND SECURITY AGREEMENT

Exhibit 99.1 AMENDMENT NO. 3 TO CREDIT AND SECURITY AGREEMENT AMENDMENT NO. 3 TO CREDIT AND SECURITY AGREEMENT (this ?Amendment No. 3?) is made as of this September 29, 2022 (the ?Effective Date?), by and between ALFI, INC., a Delaware corporation, as the borrower hereunder (the ?Company? or the ?Borrower?), and Lee Aerospace, Inc., a Kansas corporation (the ?Lender? and, together with the Borrowe

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, 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): September 29, 2022 Alfi, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40294 30-1107078 (State or Other Jurisdiction of Incorporation) (Commission File Number)

ALF / ALFI, Inc. / Lee James Edward - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No. 1 to SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Alfi, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 00161P109 (CUSIP Number) James E. Lee Lee Aerospace, Inc. 9323 E. 34th St. N Wichita, KS 67226 (316) 636-9200 (Name, Address and Telep

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, 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): August 23, 2022 Alfi, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40294 30-1107078 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): August 19, 2022 Alfi, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40294 30-1107078 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

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

WARRANT TO PURCHASE UP TO 375,000 SHARES OF COMMON STOCK OF ALFI, INC.

Exhibit 99.3 EXECUTION VERSION THIS WARRANT, AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, 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): August 5, 2022 Alfi, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40294 30-1107078 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS

NON-REVOLVING LINE OF CREDIT CONVERTIBLE NOTE

Exhibit 99.2 EXECUTION COPY NON-REVOLVING LINE OF CREDIT CONVERTIBLE NOTE THIS NON-REVOLVING LINE OF CREDIT CONVERTIBLE NOTE (THIS ?NOTE?), AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIV

AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT

Exhibit 99.1 EXECUTION COPY AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT (this ?Amendment No. 2?) is made this August 5, 2022 (the ?Effective Date?), by and between ALFI, INC., a Delaware corporation, as the borrower hereunder (the ?Company? or the ?Borrower?), and Lee Aerospace, Inc., a Kansas corporation (the ?Lender? and, together with the Bo

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): July 22, 2022 Alfi, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40294 30-1107078 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS

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): July 1, 2022 Alfi, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40294 30-1107078 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS E

AMENDED AND RESTATED NON-REVOLVING LINE OF CREDIT NOTE

Exhibit 99.2 EXECUTION COPY AMENDED AND RESTATED NON-REVOLVING LINE OF CREDIT NOTE $2,750,000.00 June 27, 2022 Miami Beach, Florida FOR VALUE RECEIVED, the undersigned, Alfi, Inc., a Delaware corporation (the ?Borrower?), promises to pay to the order of Lee Aerospace, Inc., a Kansas corporation (the ?Lender?; the Lender and any subsequent holder(s) hereof being hereinafter referred to collectively

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, 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): June 27, 2022 Alfi, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40294 30-1107078 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS

AMENDMENT NO. 1 CREDIT AND SECURITY AGREEMENT

Exhibit 99.1 EXECUTION COPY AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT (this ?Amendment No. 1?) is made this June 27, 2022, by and between ALFI, INC., a Delaware corporation, as the borrower hereunder (the ?Company? or the ?Borrower?), and Lee Aerospace, Inc., a Kansas corporation (the ?Lender? and, together with the Borrower, the ?Parties? an

Regains Compliance with Nasdaq Listing Rule 5250(c)(1)

Exhibit 99.1 Alfi Regains Compliance with Nasdaq Listing Rule 5250(c)(1) Miami Beach, FL / May 24, 2022 ?Alfi, Inc. (NASDAQ: ALF) (the ?Company?), an AI enterprise SaaS advertising platform, today announced that, on May 20, 2022, it received a notice from the Listing Qualifications Department of the Nasdaq Stock Market, LLC (?Nasdaq?) stating that the Company is in compliance with Nasdaq Listing R

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 20, 2022 Alfi, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40294 30-1107078 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

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

Third Amended and Restated Certificate of Incorporation, effective May 3, 2021.

Exhibit 3.2 ? ? ? Delaware Page 1 ? The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS FILED FROM AND INCLUDING THE RESTATED CERTIFICATE OR A MERGER WITH A RESTATED CERTIFICATE ATTACHED OF ?ALFI, INC.? AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: RESTAT

Promissory Note, dated October 25, 2019, between Lectrefy, Inc. and Lee Aerospace, Inc.

? Exhibit 10.29 PROMISSORY NOTE $75,000 Miami, Florida ? October 25, 2019 ? FOR VALUE RECEIVED, the undersigned borrower (the ?Borrower?) promises to pay to Lee Aerospace, Inc., a Kansas corporation (the ?Lender?), at its principal office the principal sum of Seventy-Five Thousand Dollars ($75,000), together with interest on the outstanding principal amount at the rate of Five Percent (5.0%) per a

Promissory Note, dated August 8, 2019, between Lectrefy, Inc. and Lee Aerospace, Inc.

Exhibit 10.27 PROMISSORY NOTE $250,000 Miami, Florida ? August 8, 2019 ? FOR VALUE RECEIVED, the undersigned borrower (the ?Borrower?) promises to pay to Lee Aerospace, Inc., a Kansas corporation (the ?Lender?), at its principal office the principal sum of Two Hundred Fifty Thousand Dollars ($250,000), together with interest on the outstanding principal amount at the rate of Five Percent (5.0%) pe

Resignation Agreement, dated February 2, 2022, between Alfi, Inc. and Paul Pereira

Exhibit 10.16 ALFI, INC. 429 Lenox Avenue Suite 547 Miami Beach, Florida 33139 February 2, 2022 Mr. Paul Pereira 1521 Alton Road, #287 Miami Beach, FL 33139 Re: Resignation of all positions with Alfi, Inc. (the ?Company?) and its subsidiaries and affiliates. Mr. Pereira: This letter agreement (this ?Letter Agreement?) will confirm the understanding and agreement between the Company and Paul Pereir

Promissory Note, dated August 8, 2019, between Lectrefy, Inc. and Lee Aerospace, Inc.

Exhibit 10.15 PROMISSORY NOTE $250,000 Miami, Florida ? August 8, 2019 ? FOR VALUE RECEIVED, the undersigned borrower (the ?Borrower?) promises to pay to Lee Aerospace, Inc., a Kansas corporation (the ?Lender?), at its principal office the principal sum of Two Hundred Fifty Thousand Dollars ($250,000), together with interest on the outstanding principal amount at the rate of Five Percent (5.0%) pe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ 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: 001-40294 A

Third Amended and Restated Certificate of Incorporation, effective May 3, 2021

Exhibit 3.2 ? ? ? Delaware Page 1 ? ? The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS FILED FROM AND INCLUDING THE RESTATED CERTIFICATE OR A MERGER WITH A RESTATED CERTIFICATE ATTACHED OF ?ALFI, INC.? AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: REST

First Amended and Promissory Note, dated September 20, 2019, between Lectrefy, Inc. and Lee Aerospace, Inc.

Exhibit 10.28 FIRST AMENDED AND RESTATED PROMISSORY NOTE $100,000 Miami, Florida ? September 20, 2019 ? FOR VALUE RECEIVED, the undersigned borrower (the ?Borrower?) promises to pay to Lee Aerospace, Inc., a Kansas corporation (the ?Lender?), at its principal office the principal sum of One Hundred Thousand Dollars ($100,000), together with interest on the outstanding principal amount at the rate

Amended and Restated Bylaws

Exhibit 3.4 AMENDED AND RESTATED BY-LAWS OF ALFI, INC. ? ARTICLE I OFFICES ? Section 1.01 Registered Office. The registered office of Alfi, Inc. (the ?Corporation?) will be fixed in the Certificate of Incorporation of the Corporation (the ?Certificate of Incorporation?). Section 1.02 Other Offices. The Corporation may have other offices, both within and without the State of Delaware, as the board

Amended and Restated By-laws

Exhibit 3.4 AMENDED AND RESTATED BY-LAWS OF ALFI, INC. ? ARTICLE I OFFICES ? Section 1.01 Registered Office. The registered office of Alfi, Inc. (the ?Corporation?) will be fixed in the Certificate of Incorporation of the Corporation (the ?Certificate of Incorporation?). Section 1.02 Other Offices. The Corporation may have other offices, both within and without the State of Delaware, as the board

Promissory Note, dated October 25, 2019, between Lectrefy, Inc. and Lee Aerospace, Inc.

Exhibit 10.17 PROMISSORY NOTE $75,000 Miami, Florida ? October 25, 2019 ? FOR VALUE RECEIVED, the undersigned borrower (the ?Borrower?) promises to pay to Lee Aerospace, Inc., a Kansas corporation (the ?Lender?), at its principal office the principal sum of Seventy-Five Thousand Dollars ($75,000), together with interest on the outstanding principal amount at the rate of Five Percent (5.0%) per ann

Form of Incentive Stock Option Award Agreement (under the Alfi, Inc. 2018 Stock Incentive Plan)

? Exhibit 10.20 ? Award Number: No. [ ] ? ALFI, INC. 2018 STOCK INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT 1.Grant of Option. Alfi, Inc., a Delaware corporation (the ?Company?), hereby grants to ? ?? ?? ? (the ?Grantee?) an option (the ?Option?) to purchase the Total Number of Shares of Common Stock subject to the Option (the ?Shares?), at the Exercise Price per Share (the ?Exercise Price?) subje

Form of Incentive Stock Option Award Agreement (under the Alfi, Inc. 2018 Stock Incentive Plan)

? Exhibit 10.20 ? Award Number: No. [ ] ? ALFI, INC. 2018 STOCK INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT 1.Grant of Option. Alfi, Inc., a Delaware corporation (the ?Company?), hereby grants to ? ?? ?? ? (the ?Grantee?) an option (the ?Option?) to purchase the Total Number of Shares of Common Stock subject to the Option (the ?Shares?), at the Exercise Price per Share (the ?Exercise Price?) subje

Promissory Note, dated November 26, 2019, between Lectrefy, Inc. and Lee Aerospace, Inc.

? Exhibit 10.19 PROMISSORY NOTE $100,000 Miami, Florida ? November 26, 2019 FOR VALUE RECEIVED, the undersigned borrower (the ?Borrower?) promises to pay to Lee Aerospace, Inc., a Kansas corporation (the ?Lender?), at its principal office the principal sum of One Hundred Thousand Dollars ($100,000), together with interest on the outstanding principal amount at the rate of Five Percent (5.0%) per a

Promissory Note, dated November 12, 2019, between Lectrefy, Inc. and Lee Aerospace, Inc.

Exhibit 10.18 PROMISSORY NOTE $72,091 Miami, Florida ? November 12, 2019 FOR VALUE RECEIVED, the undersigned borrower (the ?Borrower?) promises to pay to Lee Aerospace, Inc., a Kansas corporation (the ?Lender?), at its principal office the principal sum of Seventy-Two Thousand Ninety-One Dollars ($72,091), together with interest on the outstanding principal amount at the rate of Five Percent (5.0%

Promissory Note, dated August 8, 2019, between Lectrefy, Inc. and Lee Aerospace, Inc.

Exhibit 10.15 PROMISSORY NOTE $250,000 Miami, Florida ? August 8, 2019 ? FOR VALUE RECEIVED, the undersigned borrower (the ?Borrower?) promises to pay to Lee Aerospace, Inc., a Kansas corporation (the ?Lender?), at its principal office the principal sum of Two Hundred Fifty Thousand Dollars ($250,000), together with interest on the outstanding principal amount at the rate of Five Percent (5.0%) pe

First Amended and Restated Promissory Note, dated September 20, 2019, between Lectrefy, Inc. and Lee Aerospace, Inc.

EX-10.16 5 alf-20210331xex10d16.htm EX-10.16 Exhibit 10.16 FIRST AMENDED AND RESTATED PROMISSORY NOTE $100,000 Miami, Florida September 20, 2019 FOR VALUE RECEIVED, the undersigned borrower (the “Borrower”) promises to pay to Lee Aerospace, Inc., a Kansas corporation (the “Lender”), at its principal office the principal sum of One Hundred Thousand Dollars ($100,000), together with interest on the

Promissory Note, dated November 26, 2019, between Lectrefy, Inc. and Lee Aerospace, Inc.

? Exhibit 10.19 PROMISSORY NOTE $100,000 Miami, Florida ? November 26, 2019 FOR VALUE RECEIVED, the undersigned borrower (the ?Borrower?) promises to pay to Lee Aerospace, Inc., a Kansas corporation (the ?Lender?), at its principal office the principal sum of One Hundred Thousand Dollars ($100,000), together with interest on the outstanding principal amount at the rate of Five Percent (5.0%) per a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION RE

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ 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

Promissory Note, dated November 26, 2019, between Lectrefy, Inc. and Lee Aerospace, Inc.

? Exhibit 10.19 PROMISSORY NOTE $100,000 Miami, Florida ? November 26, 2019 FOR VALUE RECEIVED, the undersigned borrower (the ?Borrower?) promises to pay to Lee Aerospace, Inc., a Kansas corporation (the ?Lender?), at its principal office the principal sum of One Hundred Thousand Dollars ($100,000), together with interest on the outstanding principal amount at the rate of Five Percent (5.0%) per a

Limited Release of Claims, dated as of February 2, 2022, between Alfi, Inc. and Paul Pereira

? Exhibit 10.17 LIMITED RELEASE OF CLAIMS This Limited Release of Claims (hereinafter, this ?Release?) is made and entered into as of February 2, 2022 (the ?Effective Date?), by and between Paul Pereira (?Pereira?) and Alfi, Inc. (the ?Company?) (collectively, the ?Parties?). W I T N E S S E T H: WHEREAS, Pereira and the Company have entered into that certain letter agreement, dated as of the date

Promissory Note, dated November 12, 2019, between Lectrefy, Inc. and Lee Aerospace, Inc.

Exhibit 10.18 PROMISSORY NOTE $72,091 Miami, Florida ? November 12, 2019 FOR VALUE RECEIVED, the undersigned borrower (the ?Borrower?) promises to pay to Lee Aerospace, Inc., a Kansas corporation (the ?Lender?), at its principal office the principal sum of Seventy-Two Thousand Ninety-One Dollars ($72,091), together with interest on the outstanding principal amount at the rate of Five Percent (5.0%

Form of Incentive Stock Option Award Agreement (under the Alfi, Inc. 2018 Stock Incentive Plan)

Exhibit 10.25 ? Alfi, Inc. ? Standard Form ? Award Number: No. [ ] ? ALFI, INC. 2018 STOCK INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT 1.Grant of Option. Alfi, Inc., a Delaware corporation (the ?Company?), hereby grants to ? ?? ? (the ?Grantee?) an option (the ?Option?) to purchase the Total Number of Shares of Common Stock subject to the Option (the ?Shares?), at the Exercise Price per Share (the

Promissory Note, dated November 12, 2019, between Lectrefy, Inc. and Lee Aerospace, Inc.

? Exhibit 10.30 PROMISSORY NOTE $72,091 Miami, Florida ? November 12, 2019 FOR VALUE RECEIVED, the undersigned borrower (the ?Borrower?) promises to pay to Lee Aerospace, Inc., a Kansas corporation (the ?Lender?), at its principal office the principal sum of Seventy-Two Thousand Ninety-One Dollars ($72,091), together with interest on the outstanding principal amount at the rate of Five Percent (5.

Third Amended and Restated Certificate of Incorporation, effective May 3, 2021.

Exhibit 3.2 ? ? ? Delaware Page 1 ? The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS FILED FROM AND INCLUDING THE RESTATED CERTIFICATE OR A MERGER WITH A RESTATED CERTIFICATE ATTACHED OF ?ALFI, INC.? AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: RESTAT

Amended and Restated Bylaws

EX-3.4 3 alf-20210930xex3d4.htm EX-3.4 Exhibit 3.4 AMENDED AND RESTATED BY-LAWS OF ALFI, INC. ARTICLE I OFFICES Section 1.01 Registered Office. The registered office of Alfi, Inc. (the “Corporation”) will be fixed in the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”). Section 1.02 Other Offices. The Corporation may have other offices, both within and without t

UNITED STATES SECURITIES EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-40294 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

First Amended and Restated Promissory Note, dated September 20, 2019, between Lectrefy, Inc. and Lee Aerospace, Inc.

? Exhibit 10.16 FIRST AMENDED AND RESTATED PROMISSORY NOTE $100,000 Miami, Florida ? September 20, 2019 ? FOR VALUE RECEIVED, the undersigned borrower (the ?Borrower?) promises to pay to Lee Aerospace, Inc., a Kansas corporation (the ?Lender?), at its principal office the principal sum of One Hundred Thousand Dollars ($100,000), together with interest on the outstanding principal amount at the rat

Promissory Note, dated October 25, 2019, between Lectrefy, Inc. and Lee Aerospace, Inc.

Exhibit 10.17 PROMISSORY NOTE $75,000 Miami, Florida ? October 25, 2019 ? FOR VALUE RECEIVED, the undersigned borrower (the ?Borrower?) promises to pay to Lee Aerospace, Inc., a Kansas corporation (the ?Lender?), at its principal office the principal sum of Seventy-Five Thousand Dollars ($75,000), together with interest on the outstanding principal amount at the rate of Five Percent (5.0%) per ann

Stock Option Award Agreement, dated March 15, 2021, between Alfi, Inc. and Ronald Spears

? Exhibit 10.21 ? ? Award Number: No. 11 ? ALFI, INC. 2018 STOCK INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT 1.Grant of Option. Alfi, Inc., a Delaware corporation (the ?Company?), hereby grants to Ron Spears (the ?Grantee?) an option (the ?Option?) to purchase the Total Number of Shares of Common Stock subject to the Option (the ?Shares?), at the Exercise Price per Share (the ?Exercise Price?) sub

Third Amended and Restated Certificate of Incorporation, effective May 3, 2021.

Exhibit 3.2 ? ? ? Delaware Page 1 ? The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS FILED FROM AND INCLUDING THE RESTATED CERTIFICATE OR A MERGER WITH A RESTATED CERTIFICATE ATTACHED OF ?ALFI, INC.? AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: RESTAT

Stock Option Award Agreement, dated March 15, 2021, between Alfi, Inc. and Ronald Spears.

? Exhibit 10.26 ? ? Award Number: No. 11 ? ALFI, INC. 2018 STOCK INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT 1.Grant of Option. Alfi, Inc., a Delaware corporation (the ?Company?), hereby grants to Ron Spears (the ?Grantee?) an option (the ?Option?) to purchase the Total Number of Shares of Common Stock subject to the Option (the ?Shares?), at the Exercise Price per Share (the ?Exercise Price?) sub

Amended and Restated Bylaws

EX-3.4 3 alf-20210331xex3d4.htm EX-3.4 Exhibit 3.4 AMENDED AND RESTATED BY-LAWS OF ALFI, INC. ARTICLE I OFFICES Section 1.01 Registered Office. The registered office of Alfi, Inc. (the “Corporation”) will be fixed in the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”). Section 1.02 Other Offices. The Corporation may have other offices, both within and without t

Subsidiary of the Registrant

Exhibit 21.1 Subsidiaries of Alfi, Inc. Name of Subsidiary Jurisdiction of Incorporation ALFI (N.I.) LTD Northern Ireland ?

Description of Registrant’s Securities

? Exhibit 4.5 ? DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 ? Alfi, Inc. (?Alfi?, the ?Corporation? or ?we?) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): our common stock, par value $0.0001 per share (the ?common stock?). ? Authorized Capital S

Promissory Note, dated November 26, 2019, between Lectrefy, Inc. and Lee Aerospace, Inc.

Exhibit 10.31 PROMISSORY NOTE $100,000 Miami, Florida ? November 26, 2019 FOR VALUE RECEIVED, the undersigned borrower (the ?Borrower?) promises to pay to Lee Aerospace, Inc., a Kansas corporation (the ?Lender?), at its principal office the principal sum of One Hundred Thousand Dollars ($100,000), together with interest on the outstanding principal amount at the rate of Five Percent (5.0%) per ann

Stock Option Award Agreement, dated March 15, 2021, between Alfi, Inc. and Ronald Spears

Exhibit 10.21 Award Number: No. 11 ALFI, INC. 2018 STOCK INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT 1.Grant of Option. Alfi, Inc., a Delaware corporation (the “Company”), hereby grants to Ron Spears (the “Grantee”) an option (the “Option”) to purchase the Total Number of Shares of Common Stock subject to the Option (the “Shares”), at the Exercise Price per Share (the “Exercise Price”) subject to

Stock Option Award Agreement, dated March 15, 2021, between Alfi, Inc. and Ronald Spears

? Exhibit 10.21 ? ? Award Number: No. 11 ? ALFI, INC. 2018 STOCK INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT 1.Grant of Option. Alfi, Inc., a Delaware corporation (the ?Company?), hereby grants to Ron Spears (the ?Grantee?) an option (the ?Option?) to purchase the Total Number of Shares of Common Stock subject to the Option (the ?Shares?), at the Exercise Price per Share (the ?Exercise Price?) sub

Promissory Note, dated October 25, 2019, between Lectrefy, Inc. and Lee Aerospace, Inc.

Exhibit 10.17 PROMISSORY NOTE $75,000 Miami, Florida ? October 25, 2019 ? FOR VALUE RECEIVED, the undersigned borrower (the ?Borrower?) promises to pay to Lee Aerospace, Inc., a Kansas corporation (the ?Lender?), at its principal office the principal sum of Seventy-Five Thousand Dollars ($75,000), together with interest on the outstanding principal amount at the rate of Five Percent (5.0%) per ann

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION R

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

Form of Incentive Stock Option Award Agreement (under the Alfi, Inc. 2018 Stock Incentive Plan)

? Exhibit 10.20 ? Award Number: No. [ ] ? ALFI, INC. 2018 STOCK INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT 1.Grant of Option. Alfi, Inc., a Delaware corporation (the ?Company?), hereby grants to ? ?? ?? ? (the ?Grantee?) an option (the ?Option?) to purchase the Total Number of Shares of Common Stock subject to the Option (the ?Shares?), at the Exercise Price per Share (the ?Exercise Price?) subje

Limited Release of Claims, dated as of February 2, 2022, between Alfi, Inc. and Dennis McIntosh

? Exhibit 10.19 LIMITED RELEASE OF CLAIMS This Limited Release of Claims (hereinafter, this ?Release?) is made and entered into as of February 2, 2022 (the ?Effective Date?), by and between Dennis McIntosh (?McIntosh?) and Alfi, Inc. (the ?Company?) (collectively, the ?Parties?). W I T N E S S E T H: WHEREAS, and the Company have entered into that certain letter agreement, dated as of the date her

Promissory Note, dated November 12, 2019, between Lectrefy, Inc. and Lee Aerospace, Inc.

Exhibit 10.18 PROMISSORY NOTE $72,091 Miami, Florida ? November 12, 2019 FOR VALUE RECEIVED, the undersigned borrower (the ?Borrower?) promises to pay to Lee Aerospace, Inc., a Kansas corporation (the ?Lender?), at its principal office the principal sum of Seventy-Two Thousand Ninety-One Dollars ($72,091), together with interest on the outstanding principal amount at the rate of Five Percent (5.0%

Resignation Agreement, dated February 2, 2022, between Alfi, Inc. and Dennis McIntosh

Exhibit 10.18 ALFI, INC. 429 Lenox Avenue Suite 547 Miami Beach, Florida 33139 February 2, 2022 Mr. Dennis McIntosh 185 Smith Road Box 1956 Wilmington, VT 05363 Re: Resignation of all positions with Alfi, Inc. (the ?Company?) and its subsidiaries and affiliates. Mr. McIntosh: This letter agreement (this ?Letter Agreement?) will confirm the understanding and agreement between the Company and Dennis

Promissory Note, dated August 8, 2019, between Lectrefy, Inc. and Lee Aerospace, Inc.

Exhibit 10.15 PROMISSORY NOTE $250,000 Miami, Florida ? August 8, 2019 ? FOR VALUE RECEIVED, the undersigned borrower (the ?Borrower?) promises to pay to Lee Aerospace, Inc., a Kansas corporation (the ?Lender?), at its principal office the principal sum of Two Hundred Fifty Thousand Dollars ($250,000), together with interest on the outstanding principal amount at the rate of Five Percent (5.0%) pe

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

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

First Amended and Restated Promissory Note, dated September 20, 2019, between Lectrefy, Inc. and Lee Aerospace, Inc.

? Exhibit 10.16 FIRST AMENDED AND RESTATED PROMISSORY NOTE $100,000 Miami, Florida ? September 20, 2019 ? FOR VALUE RECEIVED, the undersigned borrower (the ?Borrower?) promises to pay to Lee Aerospace, Inc., a Kansas corporation (the ?Lender?), at its principal office the principal sum of One Hundred Thousand Dollars ($100,000), together with interest on the outstanding principal amount at the rat

WARRANT TO PURCHASE UP TO 1,250,000 SHARES OF COMMON STOCK OF ALFI, INC.

EX-99.3 4 tm2212849d1ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 EXECUTION COPY THIS WARRANT, AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT A

TRADEMARK SECURITY AGREEMENT

Exhibit 99.5 TRADEMARK SECURITY AGREEMENT THIS TRADEMARK SECURITY AGREEMENT, dated April 12, 2022, is made by Alfi, Inc., a Delaware corporation (the ?Debtor?), in favor of Lee Aerospace, Inc., a Kentucky corporation (together with its successors and assigns, the ?Secured Party?). W I T N E S S E T H: WHEREAS, pursuant to the Credit and Security Agreement, dated of even date herewith (as the same

CREDIT AND SECURITY AGREEMENT

Exhibit 99.1 EXECUTION COPY CREDIT AND SECURITY AGREEMENT THIS CREDIT AND SECURITY AGREEMENT (this ?Credit Agreement?) is made this April 12, 2022, by and between ALFI, INC, a Delaware corporation, as the borrower hereunder (the ?Company? or the ?Borrower?), and Lee Aerospace Inc., a Kansas corporation (the ?Lender? and, together with the Borrower, the ?Parties? and each, individually, a ?Party?).

NON-REVOLVING LINE OF CREDIT NOTE

Exhibit 99.2 NON-REVOLVING LINE OF CREDIT NOTE $2,500,000.00 April 12, 2022 Miami Beach, Florida FOR VALUE RECEIVED, the undersigned, Alfi, Inc., a Delaware corporation (the ?Borrower?) promises to pay to the order of Lee Aerospace, Inc., a Kansas corporation (the ?Lender?; the Lender and any subsequent holder(s) hereof being hereinafter referred to collectively as the ?Holder?), at the office of

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, 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): April 12, 2022 Alfi, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40294 30-1107078 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS

PATENT SECURITY AGREEMENT

Exhibit 99.4 EXECUTION COPY PATENT SECURITY AGREEMENT THIS PATENT SECURITY AGREEMENT, dated April 12, 2022, is made by Alfi, Inc., a Delaware corporation (the ?Debtor?), in favor of Lee Aerospace, Inc., a Kentucky corporation (together with its successors and assigns, the ?Secured Party?). W I T N E S S E T H: WHEREAS, pursuant to the Credit and Security Agreement, dated of even date herewith (as

Alfi Announces Receipt of Notice from Nasdaq Regarding Delayed Annual Report

Exhibit 99.1 Alfi Announces Receipt of Notice from Nasdaq Regarding Delayed Annual Report Miami Beach, FL / April 11, 2022 ? ALFI (NASDAQ: ALF) (the ?Company?), an AI enterprise SaaS advertising platform, announced today that it has 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

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, 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): April 5, 2022 Alfi, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40294 30-1107078 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS

UNITED STATES SECURITIES EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-K 1 tm2211279d1nt10k.htm NT 10-K UNITED STATES SECURITIES EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-40294 (Check One): x 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 Report on Form 20-F ¨ Transition Report o

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, 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 11, 2022 Alfi, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40294 30-1107078 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS

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): December 2, 2021 Alfi, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40294 30-1107078 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

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): February 2, 2022 Alfi, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40294 30-1107078 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

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): January 17, 2022 Alfi, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40294 30-1107078 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

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/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 12, 2021 Alfi, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40294 30-1107078 (State or Other Jurisdiction of Incorporation) (Commiss

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): December 27, 2021 Alfi, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40294 30-1107078 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Alfi Engages Frazier & Deeter, LLC as New Independent Auditor

Exhibit 99.1 Alfi Engages Frazier & Deeter, LLC as New Independent Auditor Miami Beach, FL / December 30, 2021 ? ALFI (NASDAQ: ALF) (the ?Company?), an AI enterprise SaaS advertising platform, announced today the engagement of Frazier & Deeter, LLC (?Frazier & Deeter?) as the Company?s independent registered public accounting firm to audit the Company?s consolidated financial statements for the fi

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/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 22, 2021 Alfi, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40294 30-1107078 (State or Other Jurisdiction of Incorporation) (Commis

Alfi Announces Receipt of Notice from Nasdaq Regarding Delayed Quarterly Report

Exhibit 99.1 Alfi Announces Receipt of Notice from Nasdaq Regarding Delayed Quarterly Report Miami Beach, FL / November 24, 2021 ? ALFI (NASDAQ: ALF) (the ?Company?), an AI enterprise SaaS advertising platform, announced today that it has received a notice (?Notice?) from the Listing Qualifications Department of The Nasdaq Stock Market (?Nasdaq?) stating that the Company is not in compliance with

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, 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): November 18, 2021 Alfi, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40294 30-1107078 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

UNITED STATES SECURITIES EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-40294 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: September 30, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

265 Davidson Avenue, Suite 210, Somerset, NJ 08873-4120

EX-99.1 2 tm2132622d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FINANCIAL PARTNERS LLC 265 Davidson Avenue, Suite 210, Somerset, NJ 08873-4120 PHONE 908-231-1000 FAX 908-231-6894 www.cfopartners.com November 5, 2021 Allen Capsuto, Director and Audit Committee Chair ALFI, Inc. 429 Lenox Avenue #547 Miami Beach, Florida 33139 Re: Letter of Understanding for Accounting and Consulting Services Dear Allen: W

Alfi Announces Appointment of Louis A. Almerini as Interim CFO

Exhibit 99.2 Alfi Announces Appointment of Louis A. Almerini as Interim CFO Miami Beach, FL / November 15, 2021 ? ALFI (NASDAQ: ALF) (the ?Company?), an AI enterprise SaaS advertising platform, announced today that Louis A. Almerini, CPA, has been appointed by the Company?s Board of Directors to serve as interim chief financial officer, effective November 8, 2021. With over 30 years of experience

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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): November 8, 2021 Alfi, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40294 30-1107078 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Letter from Friedman LLP dated November 2, 2021.

Exhibit 16.1 November 2, 2021 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Ladies and Gentlemen: We have read the statements made by Alfi, Inc. under Item 4.01 of its Form 8-K/A filed on November 2, 2021. We agree with the statements concerning our Firm under Item 4.01; we are not in a position to agree or disagree with other statement

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 12, 2021 Alfi, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40294 30-1107078 (State or Other Jurisdiction of Incorporation) (Commiss

Resignation Letter from Richard Mowser.

Exhibit 17.1 26 Oct 2021 The Board of Directors Alfi Inc. I hereby tender my resignation as a member of the board of Alfi Inc. effective immediately. I have taken this decision based on the actions taken by the Board of Directors at the meeting held on 22nd Oct 2021. The decision to replace the CEO/Founder, the CFO and the CTO in my opinion was personal and calculated and driven by certain directo

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, 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): August 12, 2021 Alfi, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40294 30-1107078 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

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): October 22, 2021 Alfi, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40294 30-1107078 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ 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: 001-40294 Alfi,

Regulation FD Disclosure

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): June 22, 2021 Alfi, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40294 30-1107078 (Commission File Number) (

Other Events, 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): June 23, 2021 Alfi, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40294 30-1107078 (Commission File Number) (

Alfi Announces up to $2 Million Share Repurchase Program

Exhibit 99.1 Alfi Announces up to $2 Million Share Repurchase Program Miami Beach, FL / June 23, 2021 ? Alfi, Inc. (Nasdaq: ALF) (?Alfi? or the ?Company?), an AI enterprise SaaS platform company powering computer vision with machine learning models to allow content publishers and brand owners to deliver interactive, intelligent information without violating user privacy, today announced that its B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ? 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: 001-40294 Alfi, Inc. (Exact name

Consulting Agreement, dated as of March 15, 2021, between Alfi, Inc. and Ronald Spears

Exhibit 10.1 ALFI, INC. CONSULTING AGREEMENT This Consulting Agreement (this ?Agreement?) is entered into effective as of March 15th, 2021 (the ?Effective Date?), by and between (i) Alfi, Inc., a Delaware corporation (the ?Company?), and (ii) Ron Spears an individual resident of the State of California (?Consultant?). AGREEMENT The Company and Consultant hereby agree to, and shall abide by, the te

Alfi, Inc. Announces Full-Exercise of Underwriters’

Exhibit 99.2 Alfi, Inc. Announces Full-Exercise of Underwriters? Over-Allotment Option in Connection with Public Offering of Common Stock MIAMI BEACH, FL / ACCESSWIRE / May 10, 2021 / Alfi, Inc. (Nasdaq: ALF)("Alfi" or the "Company"), an AI enterprise SaaS platform company, powering computer vision with machine learning models to allow content publishers and brand owners to deliver interactive, in

ALFI Announces New Addition to Senior Leadership Team with Appointment of Chief Revenue Officer as Company Moves into Next Phase of Revenue Growth

Exhibit 99.1 ALFI Announces New Addition to Senior Leadership Team with Appointment of Chief Revenue Officer as Company Moves into Next Phase of Revenue Growth Award-winning ad tech and digital sales veteran to take new position at Alfi to accelerate growth across customer, revenue and market segments Miami Beach, FL / May 7, 2021 ? Alfi, Inc. (Nasdaq: ALF) (?Alfi? or the ?Company?), an AI enterpr

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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 10, 2021 Alfi, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40294 30-1107078 (Commission File Number) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Alfi, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) (CUSIP Number) James E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Alfi, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 00161P109 (CUSIP Number) James E. Lee Lee Aerospace, Inc. 9323 E. 34th St. N Wichita, KS 67226 (316) 636-9200 Copies to: Andrew M. Tucker Nelson Mullins Riley & Scarborough

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Alfi, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) (CUSIP Number) John M.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Alfi, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 00161P109 (CUSIP Number) John M. Cook II 429 Lenox Avenue, Suite 547 Miami Beach, Florida 33139 (305) 395-4520 Copies to: Andrew M. Tucker Nelson Mullins Riley & Scarboroug

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Alfi, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) (CUSIP Number) Paul Pe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Alfi, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 00161P109 (CUSIP Number) Paul Pereira 429 Lenox Avenue, Suite 547 Miami Beach, Florida 33139 (305) 395-4520 Copies to: Andrew M. Tucker Nelson Mullins Riley & Scarborough L

- FORM S-8

As filed with the Securities and Exchange Commission on May 7, 2021 Registration No.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 tm2115122d28k.htm FORM 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 3, 2021 Alfi, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40294 30-110

Underwriting Agreement, dated May 3, 2021, between the Company and Kingswood Capital Markets, division of Benchmark Investments, Inc., as representative of the underwriters named therein

Exhibit 1.1 UNDERWRITING AGREEMENT between ALFI, INC. and KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc., as Representative of the Several Underwriters ALFI, INC. UNDERWRITING AGREEMENT New York, New York May 3, 2021 Kingswood Capital Markets, division of Benchmark Investments, Inc. as Representative of the several Underwriters named on Schedule 1 attached hereto 17 Battery Pla

Form of Representatives’ Warrant

Exhibit 4.1 Form of Representative?s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGH

Alfi, Inc. Announces Closing of Initial Public Offering

Exhibit 99.2 Alfi, Inc. Announces Closing of Initial Public Offering MIAMI BEACH, FL / ACCESSWIRE / May 6, 2021 / Alfi, Inc. (NasdaqCM: ALF)("Alfi" or the "Company"), an AI enterprise SaaS platform company, powering computer vision with machine learning models to allow content publishers and brand owners to deliver interactive, intelligent information without violating user privacy, today announce

Alfi, Inc. Announces Pricing of $15.5 Million Initial Public Offering and Nasdaq Listing

Exhibit 99.1 Alfi, Inc. Announces Pricing of $15.5 Million Initial Public Offering and Nasdaq Listing MIAMI BEACH, FL / ACCESSWIRE / May 3, 2021 / Alfi, Inc. ("Alfi" or the "Company"), an AI enterprise SaaS platform company, powering computer vision with machine learning models to allow content publishers and brand owners to deliver interactive, intelligent information without violating user priva

Warrant Agency Agreement, dated as of May 6, 2021, between the Company and VStock Transfer LLC

Exhibit 10.1 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT (this ?Warrant Agreement?) dated as of May 6, 2021 (the ?Issuance Date?) between Alfi, Inc., a company incorporated under the laws of the State of Delaware (the ?Company?), and VStock Transfer, LLC (the ?Warrant Agent?). WHEREAS, pursuant to the terms of that certain Underwriting Agreement (?Underwriting Agreement?), dated May 3, 2021,

ALFI, INC. 3,731,344 Shares of Common Stock and 3,731,344 Warrants to Purchase up to Shares of Common Stock

Filed Pursuant to Rule 424(b)(4) Registration No. 333- 251959 Prospectus ALFI, INC. 3,731,344 Shares of Common Stock and 3,731,344 Warrants to Purchase up to Shares of Common Stock This is a firm commitment initial public offering shares of our common stock, par value $0.0001 per share, and an accompanying warrant to purchase one share our common stock (and the shares issuable from time to time up

ALFI, INC.

ALFI, INC. April 29, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Mitchell Austin Re: Alfi, Inc. (the ?Company?) Registration Statement on Form S-1 (File No. 333-251959) (the ?Registration Statement?) Dear Mr. Austin, The Company hereby requests the withdrawal of the Company?s request for accelerati

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Kingswood Capital Markets 17 Battery Place, Suite 625 New York, New York 10004 April 29, 2021

Kingswood Capital Markets 17 Battery Place, Suite 625 New York, New York 10004 April 29, 2021 Via EDGAR U.

Kingswood Capital Markets 17 Battery Place, Suite 625 New York, New York 10004 April 27, 2021

Kingswood Capital Markets 17 Battery Place, Suite 625 New York, New York 10004 April 27, 2021 Via EDGAR U.

ALFI, INC.

ALFI, INC. April 27, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Mitchell Austin Re: Alfi, Inc. (the ?Company?) Registration Statement on Form S-1 (File No. 333-251959) (the ?Registration Statement?) Dear Mr. Austin, The Company hereby requests, pursuant to Rule 461 promulgated under the Securities

April 26, 2021

NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW Andrew M. Tucker T 202.689.2987 M 703.624.3897 [email protected] 101 Constitution Avenue, NW | Suite 900 Washington, DC 20001 T 202.689.2800 F 202.689.2860 nelsonmullins.com April 26, 2021 VIA EDGAR AND OVERNIGHT DELIVERY Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washingt

- S-1/A

As filed with the Securities and Exchange Commission on April 26, 2021. Registration No. 333- 251959 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No. 7 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALFI, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 7370 30-1107078 (State or other jurisdiction of incorporation or org

LETTER

United States securities and exchange commission logo April 22, 2021 Paul Pereira Chief Executive Officer Alfi, Inc.

- FORM S-1/A

As filed with the Securities and Exchange Commission on April 9, 2021. Registration No. 333- 251959 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No. 6 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALFI, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 7370 30-1107078 (State or other jurisdiction of incorporation or orga

Form of Representative’s Warrant

Exhibit 1.2 Form of Representative?s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGH

Bridge Loan Agreement, dated April 1, 2021, among Alfi, Inc., Lee Aerospace, Inc., Paul Antonio Pereira, Peter Bordes, Dennis McIntosh, Rachael Pereira, Charles Pereira and FLBT, LLC

Exhibit 10.14 BRIDGE LOAN AGREEMENT THIS BRIDGE LOAN AGREEMENT (this ?Agreement?) is made effective April 1, 2021, by and among the individual Lenders as specified on the signature page below (collectively, ?Lender?), and ALFI INC., a Delaware corporation, having a business address of 429 Lenox Avenue, Suite 547, Miami Beach, Florida 33139 USA (?Borrower?). RECITALS: WHEREAS, Borrower, desires to

The description of the Registrant’s common stock set forth in the Registrant’s registration statement on Form 8-A (File No. 001-40294), filed by the Registrant with the SEC under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on March 25, 2021, including any amendments or reports filed for the purpose of updating such description

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 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Alfi, Inc. (Exact name of registrant as specified in its charter) Delaware 82-2516957 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 429 Lenox

Bridge Loan Agreement, dated March 22, 2021, among Alfi, Inc., Lee Aerospace, Inc., Paul Antonio Pereira and Rachael Pereira

Exhibit 10.13 BRIDGE LOAN AGREEMENT THIS BRIDGE LOAN AGREEMENT (this ?Agreement?) is made effective March 22, 2021, by and among the individual Lenders as specified on the signature page below (collectively, ?Lender?), and ALFI INC., a Delaware corporation, having a business address of 429 Lenox Avenue, Suite 547, Miami Beach, Florida 33139 USA (?Borrower?). RECITALS: WHEREAS, Borrower, desires to

- FORM S-1/A

As filed with the Securities and Exchange Commission on March 23, 2021. Registration No. 333- 251959 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No. 5 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALFI, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 7370 82-5216957 (State or other jurisdiction of incorporation or org

Form of Underwriting Agreement**

Exhibit 1.1 UNDERWRITING AGREEMENT between ALFI, INC. and KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc., as Representative of the Several Underwriters ALFI, INC. UNDERWRITING AGREEMENT New York, New York [?], 2021 Kingswood Capital Markets, division of Benchmark Investments, Inc. as Representative of the several Underwriters named on Schedule 1 attached hereto 17 Battery Place

Form of Common Stock Certificate

Exhibit 4.1 See Transfer Restrictions on Reverse Side No. SPECIMEN SPECIMEN Shares ALFI, INC. Incorporated Under the Laws of the State of Delaware Common Stock, $0.0001 Par Value Per Share, Cusip No. 00161P 109 THIS CERTIFIES THAT **Specimen** is the owner of **SPECIMEN (SPECIMEN)** fully paid and nonassessable shares of Common Stock, $0.0001 Par Value Per Share, of Alfi, Inc. transferable on the

- FORM S-1/A

As filed with the Securities and Exchange Commission on March 17, 2021. Registration No. 333- 251959 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No. 4 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALFI, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 7370 82-5216957 (State or other jurisdiction of incorporation or org

March 17, 2021

NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW Andrew M. Tucker T 202.689.2987 M 703.624.3897 [email protected] 101 Constitution Avenue, NW | Suite 900 Washington, DC 20001 T 202.689.2800 F 202.689.2860 nelsonmullins.com March 17, 2021 VIA EDGAR AND OVERNIGHT DELIVERY Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washingt

LETTER

United States securities and exchange commission logo March 16, 2021 Paul Pereira Chief Executive Officer Alfi, Inc.

Transcript of Alfi In Action Video

Issuer Free-writing Prospectus Filed Pursuant to Rule 433 Registration Number 333-251959 filed March 16, 2021 Alfi, Inc.

- FORM S-1/A

As filed with the Securities and Exchange Commission on March 3, 2021. Registration No. 333- 251959 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No. 3 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALFI, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 7370 82-5216957 (State or other jurisdiction of incorporation or orga

March 3, 2021

NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW Andrew M. Tucker T 202.689.2987 M 703.624.3897 [email protected] 101 Constitution Avenue, NW | Suite 900 Washington, DC 20001 T 202.689.2800 F 202.689.2860 nelsonmullins.com March 3, 2021 VIA EDGAR AND OVERNIGHT DELIVERY Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washingto

Employment Agreement with Charles Pereira dated February 10, 2021**

Exhibit 10.7 Executive Employment Agreement This EXECUTIVE EMPLOYMENT AGREEMENT (?Agreement?) is made as of February 10, 2021 (the ?Effective Date?), by and between Alfi, Inc. (together with its successors and assigns, the ?Company?), and Charles Pereira (?Executive?). W I T N E S S E T H: WHEREAS, the Company desires to employ Executive, and Executive desires to be employed by the Company, as the

March 2, 2021

NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW Andrew M. Tucker T 202.689.2987 M 703.624.3897 [email protected] 101 Constitution Avenue, NW | Suite 900 Washington, DC 20001 T 202.689.2800 F 202.689.2860 nelsonmullins.com March 2, 2021 VIA EDGAR AND OVERNIGHT DELIVERY Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washingto

Employment Agreement with Dennis McIntosh dated February 10, 2021**

Exhibit 10.8 Executive Employment Agreement This EXECUTIVE EMPLOYMENT AGREEMENT (?Agreement?) is made as of February 10, 2021 (the ?Effective Date?), by and between Alfi, Inc. (together with its successors and assigns, the ?Company?), and Dennis McIntosh (?Executive?). W I T N E S S E T H: WHEREAS, the Company desires to employ Executive, and Executive desires to be employed by the Company, as the

Employment Agreement with Paul Pereira February 10, 2021**

Exhibit 10.5 Executive Employment Agreement This EXECUTIVE EMPLOYMENT AGREEMENT (?Agreement?) is made as of February 10, 2021 (the ?Effective Date?), by and between Alfi, Inc. (together with its successors and assigns, the ?Company?), and Paul Pereira (?Executive?). W I T N E S S E T H: WHEREAS, the Company desires to employ Executive, and Executive desires to be employed by the Company, as the Co

Employment Agreement with John Cook dated February 10, 2021**

Exhibit 10.6 Executive Employment Agreement This EXECUTIVE EMPLOYMENT AGREEMENT (?Agreement?) is made as of February 10, 2021 (the ?Effective Date?), by and between Alfi, Inc. (together with its successors and assigns, the ?Company?), and John Cook, III (?Executive?). W I T N E S S E T H: WHEREAS, the Company desires to employ Executive, and Executive desires to be employed by the Company, as the

- FORM S-1/A

As filed with the Securities and Exchange Commission on March 2, 2021. Registration No. 333- 251959 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 ALFI, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 7370 82-5216957 (State or other jurisdiction of incorporation or orga

LETTER

United States securities and exchange commission logo February 25, 2021 Paul Pereira Chief Executive Officer Alfi, Inc.

Bridge Loan Agreement dated December 30, 2020**

Exhibit 10.10 BRIDGE LOAN AGREEMENT THIS BRIDGE LOAN AGREEMENT (this “Agreement”) is made effective December 30, 2020, by and among the individual Lenders as specified on the signature page below (collectively, “Lender”), and ALFI INC., a Delaware corporation, having a business address of 429 Lenox Avenue, Suite 547, Miami Beach, Florida 33139 USA (“Borrower”). RECITALS: WHEREAS, Borrower, desires

Agreement and Plan of Merger dated July 11, 2018**

Exhibit 10.2 AGreement And PLan Of MErger This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 11, 2018 (the “Effective Date”), is entered into by and between Lectrefy Inc., a Florida corporation (“Lectrefy Florida”) and Lectrefy Inc., a Delaware corporation (“Lectrefy Delaware”). Recitals Whereas, Lectrefy Delaware is a corporation duly organized and existing under the laws of t

Form of Amended and Restated Certificate of Incorporation**

Exhibit 3.2 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALFI, INC. Alfi, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Alfi, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was July 6,

Restated Certificate of Incorporation of Alfi, Inc. dated January 31, 2020**

Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “LECTREFY INC.”, CHANGING ITS NAME FROM "LECTREFY INC." TO "ALFI, INC.", FILED IN THIS OFFICE ON THE THIRTY-FIRST DAY OF JANUARY, A.D. 2020, AT 5:52 O`CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS

Warrant Agency Agreement (including form of Series A Warrant)**

Exhibit 4.2 WARRANT AGENT AGREEMENT WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [ ], 2021 (the “Issuance Date”) between Alfi, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”). WHEREAS, pursuant to the terms of that certain Underwriting Agreement (“Underwriting Agreement”), dated [ ], 2021, by and

Amendment No. 1 to Series Seed Stock Investment Agreement dated October 31, 2019**

Exhibit 10.4 AMENDMENT NO. 1 TO SERIES SEED PREFERRED STOCK INVESTMENT AGREEMENT AMENDMENT NO. 1 TO SERIES SEED PREFERRED STOCK INVESTMENT AGREEMENT, effective as of October 31, 2019 (this “Amendment”), by and between Lectrefy, Inc., a Delaware corporation (the “Company”), and Lee Aerospace, Inc., a Kansas corporation (“Lee Aerospace”). The Company and Lee Aerospace may be referred to herein each

Security Agreement with Lee Aerospace, Inc. dated January 15, 2020**

Exhibit 10.9 LECTREFY INC. SECURITY AGREEMENT This Security Agreement (this “Security Agreement”) is made as of January 15, 2020 (the “Effective Date”), by and between Lectrefy Inc., a Delaware corporation (the “Company”), and Lee Aerospace, Inc., a Kansas corporation (“Investor”). Capitalized but otherwise undefined terms used herein shall have the respective meanings provided therefor in the Not

2018 Stock Incentive Plan**

Exhibit 10.1 Lectrefy Inc. LECTREFY INC. 2018 STOCK INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel, to provide additional incentives to Employees, Directors and Consultants and to promote the success of the Company’s business. 2. Definitions. The following definitions shall apply as used herein and in the individual Award Ag

Promissory Note with Lee Aerospace, Inc. dated January 15, 2019**

Exhibit 10.8 PROMISSORY NOTE $1,902,909 Miami, Florida January 15, 2019 FOR VALUE RECEIVED, the undersigned borrower (the “Borrower”) promises to pay to Lee Aerospace, Inc., a Kansas corporation (the “Lender”), at its principal office the aggregate principal sum of up to One Million Nine Hundred Two Thousand Nine Hundred Nine Dollars ($1,902,909) (the “Maximum Principal Amount”), as updated and se

Bylaws of Lectrefy, Inc. **

Exhibit 3.3 BYLAWS OF LECTREFY INC., A DELAWARE CORPORATION ARTICLE I Offices Section 1.1 Registered Office. The registered office of Lectrefy Inc. (the “Corporation”) in the State of Delaware shall be as stated in the Corporation’s Certificate of Incorporation, as amended and restated from time to time (the “Certificate of Incorporation”). Section 1.2 Other Offices. The Corporation also may have

Subsidiary of the Registrant**

Exhibit 21.1 Subsidiaries of ALFI, Inc. Name of Subsidiary Jurisdiction of Incorporation LECTREFY (N.I.) LTD Northern Ireland

Form of Audit Committee Charter**

Exhibit 99.1 CHARTER OF THE AUDIT COMMITTEE OF ALFI, INC. Membership The Audit Committee (the "Committee") of the board of directors (the "Board") of Alfi, Inc. (the "Company") shall consist of three or more directors. Each member of the Committee shall be independent in accordance with the requirements of Rule 10A-3 of the Securities Exchange Act of 1934 and the rules of the Nasdaq Stock Market.

- FORM S-1/A

As filed with the Securities and Exchange Commission on February 9, 2021. Registration No. 333- 251959 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 ALFI, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 7370 82-5216957 (State or other jurisdiction of incorporation or o

Form of Nominating and Corporate Governance Charter**

Exhibit 99.3 CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF ALFI, INC. Membership The Nominating and Corporate Governance Committee (the "Committee") of the board of directors (the "Board") of Alfi, Inc. (the "Company") shall consist of three or more directors. Each member of the Committee shall be independent in accordance with the rules of the Nasdaq Stock Market for members of

Form of Code of Ethics**

Exhibit 14.1 ALFI, INC. Code of Business Conduct and Ethics I. Introduction The Company requires the highest standards of professional and ethical conduct from its employees, officers and directors. Our reputation for honesty and integrity is key to the success of its business. The Company intends that its business practices will comply with the laws of all of the jurisdictions in which it operate

Letter Agreement Related to Purchase of Lenovo Tablets dated March 19, 2020**

Exhibit 10.11 LETTER AGREEMENT RELATED TO PURCHASE OF LENOVO TABLETS FOR ALFI PROJECT This Letter Agreement (this “Agreement”) dated effective March 19, 2020, relates to that certain purchase by Lee Aerospace, Inc. (“Lee Aero”), of certain Lenovo tablets, which shall be purchased by Lee Aero, on behalf of and for the benefit of Alfi, Inc. (“Alfi”). RECITALS WHEREAS, as of the date hereof, Lee Aero

Form of Compensation Committee Charter**

Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF ALFI, INC. Membership The Compensation Committee (the "Committee") of the board of directors (the "Board") of Alfi, Inc. (the "Company") shall consist of three or more directors. Each member of the Committee shall be independent in accordance with the rules of the Nasdaq Stock Market for members of the Committee. Each member of the Committee mu

Form of Amended and Restated Bylaws**

Exhibit 3.4 AMENDED AND RESTATED BY-LAWS OF ALFI, INC. ARTICLE I Offices Section 1.01 Registered Office. The registered office of Alfi, Inc. (the “Corporation”) will be fixed in the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”). Section 1.02 Other Offices. The Corporation may have other offices, both within and without the State of Delaware, as the board of d

Series Seed Stock Investment Agreement dated August 1, 2018**

Exhibit 10.3 LECTREFY INC. SERIES SEED PREFERRED STOCK INVESTMENT AGREEMENT This Series Seed Preferred Stock Investment Agreement (this “Agreement”) is dated as of the Agreement Date and is between and among the Company, the Purchasers and the Key Holders. The parties agree as follows: 1. DEFINITIONS. Capitalized terms used and not otherwise defined in this Agreement or the Exhibit and Schedules t

February 9, 2021

CORRESP 1 filename1.htm NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW Andrew M. Tucker T 202.689.2987 M 703.624.3897 [email protected] 101 Constitution Avenue, NW | Suite 900 Washington, DC 20001 T 202.689.2800 F 202.689.2860 nelsonmullins.com February 9, 2021 VIA EDGAR AND OVERNIGHT DELIVERY Division of Corporation Finance U.S. Securities & Exchange Commission

LETTER

United States securities and exchange commission logo January 21, 2021 Paul Pereira Chief Executive Officer Alfi, Inc.

Registration Statement - FORM S-1

S-1 1 tm2036950d2s1.htm FORM S-1 As filed with the Securities and Exchange Commission on January 8, 2021. Registration No. 333- . UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALFI, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 7370 82-5216957 (State or other jurisdiction of incorporat

Subsidiary of the Registrant**

Exhibit 21.1 Subsidiaries of ALFI, Inc. Name of Subsidiary Jurisdiction of Incorporation LECTREFY (N.I.) LTD Northern Ireland

Bridge Loan Agreement dated December 30, 2020**

Exhibit 10.10 BRIDGE LOAN AGREEMENT THIS BRIDGE LOAN AGREEMENT (this “Agreement”) is made effective December 30, 2020, by and among the individual Lenders as specified on the signature page below (collectively, “Lender”), and ALFI INC., a Delaware corporation, having a business address of 429 Lenox Avenue, Suite 547, Miami Beach, Florida 33139 USA (“Borrower”). RECITALS: WHEREAS, Borrower, desires

January 8, 2021

NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW Andrew M. Tucker T 202.689.2987 M 703.624.3897 [email protected] 101 Constitution Avenue, NW | Suite 900 Washington, DC 20001 T 202.689.2800 F 202.689.2860 nelsonmullins.com January 8, 2021 VIA EDGAR AND OVERNIGHT DELIVERY Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washing

LETTER

United States securities and exchange commission logo December 23, 2020 Paul Pereira Chief Executive Officer Alfi, Inc.

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As confidentially submitted to the Securities and Exchange Commission on November 30, 2020.