Item 1.01 Entry into a Material Definitive Agreement
On February 21, 2023, LF Capital Acquisition Corp. II, a Delaware corporation
(the "Company"), issued a promissory note (the "Note") in the aggregate
principal amount of up to $2,712,100.56 to Level Field Capital II, LLC, Delaware
limited liability company, the Company's sponsor (the "Extension Funds"),
pursuant to which the Extension Funds will be deposited into the Company's trust
account (the "Trust Account") for each share of Class A common stock of the
Company that was not redeemed in connection with increase of the redemption
price set forth in the Charter Amendment Proposal (as defined below). On
February 21, 2023, the Company drew down $452,016.76 under the Note to fund the
first extension payment.
The Note is repayable in full upon the earlier of (a) the date of the
consummation of the Company's initial business combination, or (b) the date of
the liquidation of the Company.
The foregoing description is qualified in its entirety by reference to the Note,
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 February 17, 2023, upon the stockholders' approval of the Charter Amendment
Proposal (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 increased
the monthly extension payment 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, par value $0.0001 per share, sold in the Company's initial
public offering. The Company's stockholders approved the Charter Amendment at a
Special Meeting (as defined below) of the stockholders held on Friday, February
17, 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 February 17, 2023, the Company convened the Special Meeting to approve the
Charter Amendment Proposal 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
January 27, 2023, and supplemental proxy statements filed with the SEC as of
February 3, 2023 and February 7, 2023. As of the close of business on January
13, 2023, the record date for the Special Meeting, there were 32,343,750 shares
of the Company's common stock, comprising 25,875,000 shares of Class A common
stock and 6,468,750 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 28,147,775 shares of Common Stock, representing
approximately 87.03% 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 Proposal was as follows:
Proposal No. 1: The Charter Amendment Proposal: To approve an amendment to the
Company's Charter to increase the monthly extension payment 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, par value $0.0001 per share:
FOR AGAINST ABSTAIN
26,716,242 1,431,533 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
Proposal, 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 Proposal, the Company was required to permit its public
shareholders to redeem their shares of Common Stock. Of the 25,875,000 shares of
Common Stock outstanding with redemption rights, the holders of 14,574,581
shares of Common Stock elected to redeem their shares at a per share redemption
price of approximately $10.35. As a result, approximately $150,846,913 will be
removed from the Company's trust account to pay such holders.
The Company issued a press release on February 22, 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 Promissory Note, dated as of February 21, 2023
99.1 Press Release
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