LERER HIPPEAU ACQUISITION CORP. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On March 9, 2021, Lerer Hippeau Acquisition Corp. (the "Company") consummated its initial public offering (the "IPO") of 22,266,185 shares of Class A common stock, par value $0.0001 per share (the "Shares"), including 2,266,185 shares purchased pursuant to the partial exercise of the underwriters' over-allotment option. The Shares were sold at a price of $10.00 per Share, generating gross proceeds to the Company of $222,661,850.

In connection with the IPO, the Company entered into the following agreements, the forms of which were previously filed as exhibits to the Company's registration statement on Form S-1 (File No. 333-253066):

  • Amended and Restated Certificate of Incorporation of the Company.




    •    An Underwriting Agreement, dated March 4, 2021, by and between the
         Company and the Representatives.




    •    A Letter Agreement, dated March 4, 2021, by and among the Company, its
         officers, its directors and the Sponsor.




    •    An Investment Management Trust Agreement, dated March 4, 2021, by and
         between the Company and Continental Stock Transfer & Trust Company, as
         trustee.




    •    A Registration Rights Agreement, dated March 4, 2021, by and among the
         Company, the Sponsor, and the holders party thereto.




    •    A Securities Purchase Agreement, dated March 4, 2021, between the Company
         and the Sponsor.




    •    An Indemnity Agreement, dated March 4, 2021, between the Company and Eric
         Hippeau.




    •    An Indemnity Agreement, dated March 4, 2021, between the Company and
         Kenneth Lerer.




    •    An Indemnity Agreement, dated March 4, 2021, between the Company and
         Benjamin Lerer.




    •    An Indemnity Agreement, dated March 4, 2021, between the Company and
         Joseph Medved.

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    •    An Indemnity Agreement, dated March 4, 2021, between the Company and
         Daniel Rochkind.




    •    An Indemnity Agreement, dated March 4, 2021, between the Company and
         Stuart Freedman.




    •    An Indemnity Agreement, dated March 4, 2021, between the Company and
         Arianna Huffington.




    •    An Indemnity Agreement, dated March 4, 2021, between the Company and
         Gregory Parsons.




    •    An Indemnity Agreement, dated March 4, 2021, between the Company and
         Michael Walrath.




    •    An Administrative Services Agreement, dated March 4, 2021, between the
         Company and Lerer Hippeau Ventures Management, LLC.

On March 5, 2021, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities.

Substantially concurrent with the closing of the IPO, pursuant to the Securities Purchase Agreement, dated March 4, 2021, by and between the Company and LHAC Sponsor LLC (the "Sponsor"), the Company completed the private sale of an aggregate of 685,324 shares (the "Private Placement Shares"), at a purchase price of $10.00 per Private Placement Share, generating gross proceeds to the Company of $6,853,240. The Private Placement Shares are identical to the Shares sold in the IPO. No underwriting discounts or commissions were paid with respect to such sales. The issuance of the Private Placement Shares was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 8.01 Other Events.

A total of $222,661,850, comprised of the proceeds from the IPO, was placed in a U.S.-based trust account at JPMorgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company's initial business combination, (ii) the redemption of any of the Company's public shares properly submitted in connection with a shareholder vote to amend the Company's amended and restated certificate of incorporation to modify the substance or timing of its obligation to redeem 100% of the Company's public shares if it does not complete its initial business combination within 24 months from the closing of the IPO or (iii) the redemption of the Company's public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO or during any extension period, subject to applicable law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.      Description

1.1                Underwriting Agreement, dated March 4, 2021, by and between the
                 Company, Barclays Capital Inc. and Code Advisors LLC, as
                 representatives of the several underwriters named therein.

3.1                Amended and Restated Certificate of Incorporation.

10.1               Investment Management Trust Agreement, dated March 4, 2021, by
                 and between the Company and Continental Stock Transfer & Trust
                 Company, as trustee.

10.2               Registration Rights Agreement, dated March 4, 2021, by and among
                 the Company, the Sponsor, and the holders party thereto.

10.3               Letter Agreement, dated March 4, 2021, by and among the Company,
                 its officers, its directors and the Sponsor.

10.4               Securities Purchase Agreement, dated March 4, 2021, between the
                 Company and the Sponsor.

10.5               Indemnity Agreement, dated March 4, 2021, between the Company
                 and Eric Hippeau.

10.6               Indemnity Agreement, dated March 4, 2021, between the Company
                 and Kenneth Lerer.

10.7               Indemnity Agreement, dated March 4, 2021, between the Company
                 and Benjamin Lerer.

10.8               Indemnity Agreement, dated March 4, 2021, between the Company
                 and Joseph Medved.

10.9               Indemnity Agreement, dated March 4, 2021, between the Company
                 and Daniel Rochkind.

10.10              Indemnity Agreement, dated March 4, 2021, between the Company
                 and Stuart Freedman.

10.11              Indemnity Agreement, dated March 4, 2021, between the Company
                 and Arianna Huffington.

10.12              Indemnity Agreement, dated March 4, 2021, between the Company
                 and Gregory Parsons.

10.13              Indemnity Agreement, dated March 4, 2021, between the Company
                 and Michael Walrath.

10.14              Administrative Services Agreement, dated March 4, 2021, between
                 the Company and Lerer Hippeau Ventures Management, LLC.

99.1               Press Release, dated March 5, 2021.

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