LFACU LF Capital Acquisition Corporation II

 

 

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 19, 2023

 

LF Capital Acquisition Corp. II

(Exact name of registrant as specified in its charter)

 

Commission file number 001-41071

 

Delaware		86-2195674
(State or other jurisdiction of incorporation )		(I.R.S. Employer Identification Number)

 

1909 Woodall Rodgers Freeway, Suite 500

Dallas, Texas 75201

(Address of registrant’s principal executive offices) (Zip Code)

 

(214) 740-6105

(Registrant’s telephone number, including area code)

 

Not Applicable 

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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of Class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant		LFACU		The Nasdaq Stock Market LLC
Class A Common Stock, $0.0001 per share		LFAC		The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share		LFACW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

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

 

 

Item 8.01 Other Events.

 

On September 19, 2023, the directors (the “Directors”) of LF Capital Acquisition Corp. II (the “Company”) determined to dissolve and liquidate the Company in accordance with the provisions of the Company’s Amended and Restated Certificate of Incorporation (as further amended on February 17, 2023 and June 27, 2023, the “Certificate of Incorporation”), and the Investment Management Trust Agreement, between the Company and Continental Stock Transfer & Trust Company (“CST” or the “Trustee”), dated as of November 16, 2021 (the “Trust Agreement”). Accordingly, the Company will redeem all of its Class A Common Stock, $0.0001 par value (the “Public Shares”) that were issued in its initial public offering (the “IPO”), at a per-share redemption price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined in the Trust Agreement), including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to US$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any).

 

In order to provide for the disbursement of funds from the Trust Account, the Company has instructed the Trustee of the Trust Account to take all necessary actions to liquidate the Trust Account. The proceeds of the Trust Account will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Holders may redeem their shares for their pro rata portion of the proceeds of the Trust Account (less $100,000 of interest to pay dissolution expenses) by delivering their Public Shares or units to CST, as transfer agent. Investors holding through a broker need to take no action in order to receive payment. The redemption of the Public Shares is expected to be completed on or about October 3, 2023 (the “Redemption Date”). At the close of business on the business day prior to the Redemption Date, the Company will stop trading its Public Shares, and each Public Share held at that time will represent the right to receive the redemption amount of approximately $10.87 (without giving effect to any interest that may be withdrawn to pay for taxes and dissolution expenses).

 

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants.

 

The Company’s initial sponsors, executive officers and directors have waived their rights to liquidating distributions from the Trust Account with respect to any founder shares or shares of Class A Common Stock they hold. However, if the Company’s sponsor, executive officers or directors acquired any shares of Class A Common Stock in or after the IPO through open market purchases, they are entitled to liquidating distributions from the Trust Account with respect to such Public Shares.

 

The Company expects that Nasdaq will file a Form 25 with the United States Securities and Exchange Commission (the “SEC”) to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

 

On September 22, 2023, the Company issued a press release announcing that it intends to dissolve and liquidate in accordance with the provisions of its Certificate of Incorporation and Trust Agreement and will redeem all of its Public Shares. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit Number		Description
99.1		Press Release, dated as of September 22, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

  

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	LF Capital Acquisition Corp. II
Date: September 22, 2023	By:	/s/ Elias Farhat
		Elias Farhat
		Chief Executive Officer

 

 

 

Exhibit 99.1

 

LF Capital Acquisition Corp. I

Announces Liquidation

 

NEW YORK, New York, September 22, 2023 — LF Capital Acquisition Corp. II (NASDAQ: LFAC) (the “Company”) announces today that the directors of the Company (the “Directors”) have determined to dissolve and liquidate the Company in accordance with the provisions of the Company’s Amended and Restated Certificate of Incorporation (as further amended on February 17, 2023 and June 27, 2023), and the Investment Management Trust Agreement, between the Company and Continental Stock Transfer & Trust Company (“CST” or the “Trustee”), dated as November 16, 2021 (the “Trust Agreement”).

 

Accordingly, the Company will redeem all of its Class A Common Stock, $0.0001 par value (the “Public Shares”) that were issued in its initial public offering (the “IPO”), at a per-share redemption price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined in the Trust Agreement), including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to US$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any).

 

In order to provide for the disbursement of funds from the Trust Account, the Company has instructed the Trustee of the Trust Account to take all necessary actions to liquidate the Trust Account. The proceeds of the Trust Account will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Holders may redeem their shares for their pro rata portion of the proceeds of the Trust Account (less up to $100,000 of interest to pay dissolution expenses), by delivering their Public Shares or units to CST, as transfer agent. Investors holding through a broker need to take no action in order to receive payment. The redemption of the Public Shares is expected to be completed on or about October 3, 2023 (the “Redemption Date”). At the close of business on the business day prior to the Redemption Date, the Company will stop trading its Public Shares, and each Public Share held at that time will represent the right to receive the redemption amount of approximately $10.87 (without giving effect to any interest that may be withdrawn to pay for taxes and dissolution expenses).

 

 

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants.

 

The Company’s sponsor, executive officers and Directors have waived their rights to liquidating distributions from the Trust Account with respect to any founder shares or shares of Class A Common Stock they hold. However, if the Company’s sponsor, executive officers or Directors acquired any shares of Class A Common Stock in or after the IPO through open market purchases, they are entitled to liquidating distributions from the Trust Account with respect to such Public Shares.

 

The Company expects that Nasdaq will file a Form 25 with the United States Securities and Exchange Commission (the “SEC”) to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

 

About the Company

 

The Company is a blank check company incorporated on February 19, 2021, as a Delaware corporation for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. For more information, visit https://www.lfcapital.co/.

 

Forward-Looking Statements

 

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this press release regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its initial public offering filed with the SEC on October 27, 2021, the Company’s annual report on Form 10-K filed with the SEC on March 23, 2023, the Company’s quarterly reports on Form 10-Q filed with the SEC on May 15, 2023 and August 11, 2023, and any of the Company’s other applicable filings with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward- looking statements whether as a result of new information, future events or otherwise.

 

v3.23.3

Cover	Sep. 19, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 19, 2023
Entity File Number	001-41071
Entity Registrant Name	LF Capital Acquisition Corp. II
Entity Central Index Key	0001851266
Entity Tax Identification Number	86-2195674
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1909 Woodall Rodgers Freeway
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75201
City Area Code	(214)
Local Phone Number	740-6105
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant
Trading Symbol	LFACU
Security Exchange Name	NASDAQ
Class A Common Stock, $0.0001 per share
Title of 12(b) Security	Class A Common Stock, $0.0001 per share
Trading Symbol	LFAC
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	LFACW
Security Exchange Name	NASDAQ

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