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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.
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.
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