Item 3.03. Material Modification to Rights of Security Holders.
On December 7, 2022, stockholders of Lerer Hippeau Acquisition Corp. (the
"Company") approved an amendment (the "Charter Amendment") to the Amended and
Restated Certificate of Incorporation of the Company (the "Charter") to
(i) amend the date by which the Company must consummate a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or similar business
combination, which the Company refers to as its initial business combination,
from March 9, 2023 (the "Original Termination Date") to such other date as shall
be determined by the Company's board of directors and publicly announced by the
Company, provided that such other date shall be no sooner than the date of the
effectiveness of the Charter Amendment pursuant to the General Corporation Law
of the State of Delaware and no later than December 30, 2022 (the "Amended
Termination Date"), (ii) remove the Redemption Limitation (as defined in the
Charter) to allow the Company to redeem 22,266,185 shares of Class A common
stock, par value $0.0001 per share (the "Public Shares") notwithstanding the
fact that such redemption would result in the Company having net tangible assets
of less than $5,000,001, and (iii) allow the Company to remove up to $100,000 of
interest earned on the amount on deposit in the trust account (the "Trust
Account") established in connection with the Company's initial public offering
(the "IPO") prior to redeeming the Public Shares in connection with the Special
Meeting (as defined below) in order to pay dissolution expenses. The Company
filed the Charter Amendment with the Secretary of State of the State of Delaware
on December 7, 2022.
On December 8, 2022, the Company issued a press release, a copy of which is
attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference, announcing (i) the approval and filing of the Charter
Amendment and (ii) that the Board of Directors of the Company has set
December 14, 2022 as the Amended Termination Date.
On December 7, 2022, stockholders of the Company also approved an amendment (the
"Trust Agreement Amendment") to the Investment Management Trust Agreement, dated
March 4, 2021, by and between the Company and Continental Stock Transfer & Trust
Company ("Continental") (the "Trust Agreement"), to change the date on which
Continental must commence liquidation of the Trust Account established in
connection with the IPO from the Original Termination Date to the Amended
Termination Date.
The foregoing descriptions of the Charter Amendment and the Trust Agreement
Amendment do not purport to be complete and are qualified in their entirety by
reference to Exhibits 3.1 and 10.1, respectively, which are incorporated herein
by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The information set forth in Item 3.03 of this Current Report on Form 8-K is
incorporated herein by reference.
At the Company's special meeting of stockholders held on December 7, 2022 (the
"Special Meeting"), the following proposals were considered and acted upon by
the stockholders of the Company: (a) a proposal to approve the Charter Amendment
(the "Charter Amendment Proposal"); (b) a proposal to approve the Trust
Agreement Amendment (the "Early Termination Trust Amendment Proposal" and
together with the Charter Amendment Proposal, the "Amendment Proposals"); and
(c) a proposal to approve the adjournment of the Special Meeting from time to
time to solicit additional proxies in favor of the Amendment Proposals or if
otherwise determined by the chairperson of the Special Meeting to be necessary
or appropriate (the "Adjournment Proposal"). The number of votes cast for or
against, as well as the number of abstentions as to each proposal, are set forth
below.
1. Charter Amendment Proposal
Votes For Votes Against Abstentions
23,039,931 6 400,000
Accordingly, the Charter Amendment Proposal was approved.
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2. Early Termination Trust Amendment Proposal
Votes For Votes Against Abstentions
23,039,931 6 400,000
Accordingly, the Early Termination Trust Amendment Proposal was approved.
3. Adjournment Proposal
Votes For Votes Against Abstentions
22,992,238 47,699 400,000
Accordingly, the Adjournment Proposal was approved.
In connection with the approval and implementation of the Charter Amendment
Proposal, the holders of 22,147,102 Public Shares exercised their right to
redeem their shares for cash at a redemption price of approximately $10.09 per
share, for an aggregate redemption amount of approximately $223,496,059.56.
Following such redemptions, 119,083 Public Shares remain outstanding.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
3.1 Certificate of Amendment of Amended and Restated Certificate of
Incorporation
10.1 Amendment to the Investment Management Trust Agreement, dated
March 4, 2021, by and between the Company and Continental Stock
Transfer & Trust Company
99.1 Press Release dated December 8, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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