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): June 26, 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 1.01

Entry into a Material Definitive Agreement

 

On June 27, 2023, LF Capital Acquisition Corp. II, a Delaware corporation (the “Company”), entered into an amendment (the “Amendment”) to the promissory note (the “Note”) dated as of February 21, 2023, by and between the Company, as the maker, and Level Field Capital II, LLC, a Delaware limited liability company, as the payee, to increase the aggregate principal amount available under the Note by $800,000. The other material terms of the Note were unchanged.

 

The foregoing description is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

 

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

 

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

 

Item 3.03

Material Modification to Rights of Security Holders

 

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On June 27, 2023, upon the stockholders’ approval of the Charter Amendment (as defined below) at a special meeting of stockholders (the “Special Meeting”), the Company filed an amendment (the “Charter Amendment”) to the Company’s Amended & Restated Certificate of Incorporation (the “Charter”) with the Secretary of State of the State of Delaware. The Charter Amendment extended the date by which the Company has to consummate a business combination from August 19, 2023 to November 19, 2023 (the “Extended Date”), by increasing the number of one-month extensions of the deadline to complete the initial business combination from six to nine (the “Extensions”) by depositing into the trust account established in connection with the Company’s initial public offering (the “IPO”) for each Extension beginning July 19, 2023 the lesser of (i) $200,000 or (ii) $0.03 per share of the Company’s Class A common stock, par value $0.0001 per share, sold in the IPO, per Extension. The Company’s stockholders approved the Charter Amendment at a Special Meeting (as defined below) of the stockholders held on Monday, June 26, 2023.

 

The foregoing description of the Charter Amendment is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

 

 

Item 5.07

Submission of Matters to a Vote of Stockholders

 

On June 26, 2023, the Company convened the Special Meeting to approve the Charter Amendment and the Adjournment Proposal, each as more fully described in the Company’s definitive proxy statement (the “Proxy Statement”), which was filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2023, as supplemented by supplemental proxy statements filed with the SEC as of June 2, 2023 and June 13, 2023. As of the close of business on May 12, 2023, the record date for the Special Meeting, there were 17,772,169 shares of the Company’s common stock, comprising 17,572,169 shares of Class A common stock and 200,000 shares of Class B common stock (collectively, the “Common Stock”) outstanding, each of which was entitled to one vote with respect to each of the proposals. A total of 15,042,723 shares of Common Stock, representing approximately 84.66% of the outstanding shares of Common Stock entitled to vote at the Special Meeting, were present in person or by proxy, constituting a quorum.

 

The final voting results for the Charter Amendment were as follows:

 

Proposal No. 1: The Charter Amendment Proposal: To approve an amendment to the Company’s Charter to extend the date by which the company has to consummate a Business Combination (as defined in the Charter) from August 19, 2023 to November 19, 2023, by increasing the number of one-month extensions of the deadline to complete the initial Business Combination from six to nine (the “Extensions”) by depositing into the trust account established in connection with the company’s initial public offering (the “IPO”) for each Extension beginning July 19, 2023 the lesser of (i) $200,000 or (ii) $0.03 per share of the company’s Class A common stock, par value $0.0001, sold in the IPO, per extension:

 

FOR				AGAINST				ABSTAIN
	14,193,359				849,364				0

 

Proposal No. 2: The Adjournment Proposal: The Company has solicited proxies in favor of the Adjournment Proposal, which would have given the Company the authority to adjourn the Special Meeting to solicit additional proxies. As sufficient shares of Common Stock were voted in favor of the Charter Amendment, this proposal was not voted upon at the Special Meeting.

 

Item 8.01

Other Information

 

In connection with the approval and amendment of the Company’s Charter pursuant to the Charter Amendment, the Company was required to permit its public shareholders to redeem their shares of Common Stock. Of the 11,383,419 shares of Common Stock outstanding with redemption rights, the holders of 5,599,025 shares of Common Stock elected to redeem their shares at a per share redemption price of approximately $10.64. As a result, approximately $59,593,408.93 will be removed from the Company’s trust account to pay such holders.

 

The Company issued a press release on June 27, 2023, announcing the results of the Special Meeting and redemption, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit		Description
3.1		Amendment to the Amended and Restated Certificate of Incorporation
10.1		Amendment to the Promissory Note, dated as of February 21, 2023
99.1		Press Release

 

 

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/ Elias Farhat
Name:	Elias Farhat
Title:	Chief Executive Officer

  

Date: June 28, 2023

 

 

 

EXHIBIT 3.1

 

Certificate of Amendment

TO THE

AMENDED AND RESTATED

Certificate of Incorporation

of

LF CAPITAL ACQUISITION CORP. II

 

Pursuant to Section 242 of the Delaware General Corporation Law

 

LF CAPITAL ACQUISITION CORP. II, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:

 

1.       The name of the LF Capital Acquisition Corp. II. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on February 19, 2021 (as amended on March 15, 2021, June 21, 2021 and October 26, 2021) (the “Original Certificate”). An Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on November 19, 2021 (as amended February 17, 2023) (the “Amended and Restated Certificate of Incorporation”).

 

2.       This Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation.

 

3.       This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of 65% of the outstanding shares of common stock entitled to vote at a special meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”).

 

4.       Section 9.1(b) of the Amended and Restated Certificate of the Incorporation is amended by deleting the following words:

 

“(or up to 21 months from the closing date of the Offering, provided that, on or prior to the date of the applicable deadline, LF Capital Acquisition Corp. II (or its designees) must deposit into the Trust Account funds equal to $0.04 per public share (including such shares issued due to the exercise of the underwriters’ over-allotment option, if exercised)”

 

and replacing them with the words:

 

“(or up to 24 months from the closing date of the Offering, provided that, on or prior to the date of the applicable deadline, LF Capital Acquisition Corp. II (or its designees) must deposit into the Trust Account funds equal to the lesser of (i) $200,000 or (ii) $0.03 per public share (including such shares issued due to the exercise of the underwriters’ over-allotment option, if exercised)”

 

5.        Section 9.2(d) of the Amended and Restated Certificate of the Incorporation is amended by deleting the following words:

 

“In the event that the Corporation has not consummated an initial Business Combination within 15 months from the closing of the Offering, provided that the Corporation may, but is not obligated to, extend the period of time to consummate its initial Business Combination six times by an additional one month each time (or up to 21 months from the closing date of the Offering)”

 

and replacing them with the words:

 

“In the event that the Corporation has not consummated an initial Business Combination within 15 months from the closing of the Offering, provided that the Corporation may, but is not obligated to, extend the period of time to consummate its initial Business Combination nine times by an additional one month each time (or up to 24 months from the closing date of the Offering)”

 

* * *

 

IN WITNESS WHEREOF, LF Capital Acquisition Corp. II has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of this 27^th day of June 2023.

 

	LF CAPITAL ACQUISITION CORP. II
	By:	/s/ Elias Farhat
	Name:	Elias Farhat
	Title:	Executive Chairman of the Board, Chief Executive Officer

 

 

 

EXHIBIT 10.1

 

AMENDMENT TO THE

PROMISSORY NOTE

 

THIS AMENDMENT TO THE PROMISSORY NOTE (this “Amendment”), made as of June 27, 2023, is made by and between LF Capital Acquisition Corp. II, a Delaware corporation (the “Maker”), and Level Field Capital II, LLC, a Delaware limited liability company (the “Payee”).

 

WHEREAS, the Payee and the Maker are parties to that certain Promissory Note, dated as of February 21, 2023 (the “Existing Promissory Note”), pursuant to which the Maker promises to pay to the order of Payee the principal sum of Two Million Seven Hundred Twelve Thousand One Hundred Dollars and Fifty-Six Cents ($2,712,100.56), or such lesser amount as shall have been advanced by the Payee to the Maker and shall remain unpaid under the Existing Promissory Note on the Maturity Date, on the terms and conditions described in the Existing Promissory Note;

 

WHEREAS, capitalized terms used herein, but not otherwise defined, shall have the meanings given to such terms in the Existing Promissory Note; and

 

WHEREAS, the Maker and the Payee desire to enter into the Amendment.

 

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

 

ARTICLE I

 

AMENDMENT OF THE EXISTING PROMISSORY NOTE

 

The Maker and the Payee hereby agree to amend the Existing Promissory Note as provided below, effective immediately:

 

Each reference to “Two Million Seven Hundred Twelve Thousand One Hundred Dollars and Fifty-Six Cents” in the Existing Promissory Note shall be replaced with a reference to “Three Million Five Hundred Twelve Thousand One Hundred Dollars and Fifty-Six Cents” and each reference in the Existing Promissory Note to “2,712,100.56” shall be replaced with a reference to “$3,512,100.56”.

 

Article II

 

MISCELLANEOUS

 

2.1 Counterparts. This Amendment may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

 

2.5 Entire Agreement. The Existing Promissory Note, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.

 

2.6 Construction. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

 

2.6 Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of Maker and Payee.

 

[Signature Page Follows]

 

  

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

 

	LF CAPITAL ACQUISITION CORP. II
	By:	/s/ Elias Farhat
		Name: Elias Farhat
		Title: Chief Executive Officer

  

LEVEL FIELD CAPITAL II, LLC
By:	LEVEL FIELD PARTNERS II, LLC, its managing member
By:	LEVEL FIELD MANAGEMENT II, LLC, its managing member
By:	/s/ Elias Farhat
	Name: Elias Farhat
	Title: Member
By:	/s/ Djemi Traboulsi
	Name: Djemi Traboulsi
	Title: Member

 

 

 

Date: June 27, 2023

 

EXHIBIT 99.1

 

PRESS RELEASE

 

LF Capital Acquisition Corp. II Announces Approval of Proposal and Amendment to Charter

 

New York, New York, June 27, 2023 -- On June 26, 2023, LF Capital Acquisition Corp. II, a Delaware corporation (the “Company”) convened a special meeting of stockholders (the “Special Meeting”) to propose an amendment (the “Charter Amendment”) to the Company’s Amended & Restated Certificate of Incorporation (the “Charter”) to extend the date by which the Company has to consummate a business combination from August 19, 2023 to November 19, 2023 (the “Extended Date”), by increasing the number of one-month extensions of the deadline to complete the initial business combination from six to nine (the “Extensions”) by depositing into the trust account established in connection with the Company’s initial public offering (the “IPO”) for each Extension beginning July 19, 2023 the lesser of (i) $200,000 or (ii) $0.03 per share of the Company’s Class A common stock (the “Common Stock”), par value $0.0001 per share, sold in the IPO, per Extension (the “Charter Amendment Proposal”). The Charter Amendment Proposal is described in more detail in the Company’s definitive proxy statement (the “Proxy Statement”), which was filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2023, as supplemented by supplemental proxy statements filed with the SEC as of June 2, 2023 and June 13, 2023.

 

A total of 15,042,723 shares of Common Stock, representing approximately 84.66% of the outstanding shares of Common Stock entitled to vote at the Special Meeting, were present in person or by proxy, constituting a quorum. The stockholders voted upon and approved the Charter Amendment Proposal, with 14,193,359 votes in favor, 849,364 votes against, and with no abstentions. Accordingly, the Company amended its Charter and filed the Charter Amendment with the Secretary of State of the State of Delaware on June 27, 2023.

 

Redemption of Shares of Common Stock

 

In connection with the approval and amendment of the Company’s Charter pursuant to the Charter Amendment Proposal, the Company was required to permit its public shareholders to redeem their shares of Common Stock. Of the 11,383,419 shares of Common Stock outstanding with redemption rights, the holders of 5,599,025 shares of Common Stock elected to redeem their shares at a per share redemption price of approximately $10.64. As a result, approximately $59,593,408.93 will be removed from the Company’s trust account to pay such holders.

 

Forward-Looking Statements

 

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding the estimated per share redemption price and related matters, as well as all other statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s Annual Report on Form 10-K, subsequent quarterly reports on Form 10-Q and initial public offering prospectus. The Company undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required by law.

 

About Level Field Capital

 

Level Field is a leading global SPAC sponsor. In November 2021, Level Field built on the achievements of its previous SPAC, LF Capital Acquisition Corp., (which completed its de-SPAC merger with Landsea Homes Corporation (NASDAQ: LSEA) in January 2021) and successfully launched its second SPAC opportunity, LF Capital Acquisition Corp. II.

 

 

 

v3.23.2

Cover	Jun. 26, 2023
Statement [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 26, 2023
Current Fiscal Year End Date	--12-31
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	741-6105
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
Entity Information, Former Legal or Registered Name	Not Applicable
Units, each consisting of one share of Class A Common Stock and
Statement [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and
Trading Symbol	LFACU
Security Exchange Name	NASDAQ
Class A Common Stock, par value $0.0001 per share
Statement [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $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
Statement [Line Items]
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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