Current Report Filing (8-k)
February 15 2023 - 2:31PM
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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): February 15, 2023
LF
Capital Acquisition Corp. II
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-41071 |
|
86-2195674 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
1909 Woodall
Rodgers Freeway, Suite 500 |
|
|
Dallas, Texas |
|
75201 |
(Address of principal
executive offices) |
|
(Zip Code) |
(214)
741-6105
(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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communication 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 communication 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 Exchange Act:
Title
of each 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, par value $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 (§ 230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 February 15, 2023, LF Capital Acquisition Corp. II (the “Company”)
issued a press release announcing the signing of a letter of intent with a target company (“Target Company”)
for a potential business combination which, if completed, would qualify as its initial business combination (the “Business
Combination”). The LOI is non-binding with respect to all its material terms, except with respect to provisions regarding
a limited period of exclusivity. The Target Company is a US-based manufacturer in the packaging industry with industry-leading profitability
serving diversified end markets and with an established and highly attractive, blue-chip customer base that are subject to multi-year
contracts.
A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Additional Information and Where to Find It
The Company has mailed to
its stockholders of record as of January 13, 2023 a definitive proxy statement (the “Charter Amendment Proxy Statement”)
for a special meeting of stockholders on February 15, 2023 to increase the monthly extension payments
per one-month extension of the deadline to complete an initial business combination to $0.04 per share of the Company’s Class A
common stock sold in the Company’s initial public offering. Stockholders may obtain a free copy of the Charter Amendment Proxy Statement,
as well as other relevant documents that have been or will be filed with the United States Securities and Exchange Commission (the “SEC”),
without charge, at the SEC’s website (www.sec.gov) or by directing a request to: 1909 Woodall Rodgers Freeway, Suite 500, Dallas,
TX 75201, or to Morrow Sodali LLC, the Company’s proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect
at (203) 658-9400, or by emailing LFAC.info@investor.morrowsodali.com.
If a definitive agreement
is entered into in connection with the proposed Business Combination, the Company intends to file a preliminary proxy statement/prospectus
(the “Deal Proxy Statement/Prospectus”) with the SEC. A definitive Deal Proxy Statement/Prospectus will be mailed
to stockholders of the Company as of a record date to be established for voting on the proposed transaction. The Company urges its investors
and other interested persons to read, when available, the Deal Proxy Statement/Prospectus, as well as other documents filed with the SEC,
because these documents will contain important information about the proposed Business Combination. The Deal Proxy Statement/Prospectus,
once available, can be obtained without charge at the SEC’s web site (www.sec.gov) or by directing a request to LF Capital Acquisition
Corp. II, 1909 Woodall Rodgers Freeway, Suite 500, Dallas, TX 75201.
No Offer or Solicitation
This 8-K shall not constitute
a solicitation of a proxy, consent or authorization with respect to any securities or in respect of any business combination or stockholder
meeting. This 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
The Company and certain of
its respective directors and executive officers may be deemed to be participants in the solicitation of proxies, in favor of the approval
of the proposed Business Combination related matters. Information regarding LF II’s directors and executive officers is set forth
in LF II’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on March 25, 2022.
Additional information regarding the interests of those participants and other persons who may be deemed participants in the potential
transaction will be set forth in the Deal Proxy Statement/Prospectus when it is filed with the SEC.
Item 9.01 |
Financial Statements and Exhibits. |
(d) 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 |
|
|
|
By: |
/s/ Scott Reed |
|
Name: Scott Reed |
|
Title: President, Chief Executive Officer |
Date: February 15, 2023
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