LFAC LF Capital Acquisition Corporation II

NOTICE OF THE SPECIAL MEETING

TO BE HELD ON              , 2023

Dear Stockholders of LF Capital Acquisition Corp. II:

NOTICE IS HEREBY GIVEN that the special meeting of LF Capital Acquisition Corp. II, a Delaware corporation (the “company”, “we”, “us” or “our”), will be held on              , 2023 at            a.m., Eastern time, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. We will be holding the special meeting via teleconference. You will be able to attend the special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit your questions during the special meeting by visiting              . The notice of special meeting of stockholders, the proxy statement and the proxy card accompany this letter are also available at               . We are first mailing these materials to our stockholders on or about              , 2023.

The special meeting will be held to consider and vote upon the following proposals:

The above matters are more fully described in the accompanying proxy statement. We urge you to read carefully the accompanying proxy statement in its entirety.

Approval of the charter amendment proposal requires the affirmative vote of the holders of at least sixty-five percent (65%) of the Class A common stock and the Class B common stock, par value $0.0001 per share, of the company (the “Class B common stock,” and together with the Class A common stock, the “shares of common stock”).

Approval of the adjournment proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person or by proxy at the special meeting.

In connection with the charter amendment, public stockholders may elect to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with the IPO (the “trust account”), including interest not previously released to the company to pay its taxes, divided by the number of then-issued and outstanding Class A common stock, regardless of how such public stockholders vote on the charter amendment proposal, or if they vote at all. If the charter amendment is approved by the requisite vote of stockholders, the remaining public stockholders will retain their right to redeem their Class A common stock upon consummation of our initial business combination if and when it is submitted to a vote of our stockholders, subject to any limitations set forth in the charter, as amended. In addition, public stockholders will be entitled to have their shares redeemed for cash if the company has not completed an initial business combination by February 19, 2023, or such later date as may be extended.

Pursuant to the charter, a public stockholder may request that the company redeem all or a portion of such public stockholder’s public shares for cash if the charter amendment proposal is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:

Holders of units of the company must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank, as applicable, that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its, his or her own name, the holder must contact the transfer agent directly and instruct it to do so. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to separate the units into the underlying public shares and public warrants in order to exercise redemption rights with respect to the public shares, so you should contact your broker, bank or other nominee or intermediary. Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the charter amendment proposal.

If we do not consummate an initial business combination by February 19, 2023, or such later date as may be extended, the charter provides that we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem our public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the board, liquidate and dissolve, subject, in each case, to the company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by February 19, 2023, or such later date as may be extended.

The company’s sponsor is Level Field Capital II, LLC, a Delaware limited liability company (the “sponsor”). The sponsor and the company’s directors and officers have agreed to waive their respective rights to liquidating distributions from the trust account in respect of any Class B common stock held by it or them, as applicable, if the company fails to complete an initial business combination, although they will be entitled to liquidating distributions from the trust account with respect to any Class A common stock they hold if the company fails to complete its initial business combination by the applicable deadline.

If the company liquidates, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent public accountants) for services rendered or products sold to us, or by a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.20 per public share or (ii) the actual amount per public share held in the trust account if less than $10.20 per share as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account, nor will it apply to any claims under our indemnity of the underwriter of this offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations, and we believe that our sponsor’s only assets are securities of our company. We have not asked our sponsor to reserve for such indemnification obligations. None of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Under the Delaware General Corporation Law (the “DGCL”), stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. In the event we do not complete our initial business combination within the prescribed time frame, the funds distributed to our public stockholders from our trust account in connection with the redemption of our public shares may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of (1) such stockholder’s pro rata share of the claim or (2) the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

However, as described in our prospectus dated November 21, 2021 filed with the SEC, it is our intention to redeem our public shares as soon as reasonably possible following February 19, 2023 (or longer to the extent there is any applicable extension period) in the event we do not complete our initial business combination and, therefore, we do not intend to comply with the foregoing procedures.

Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution. However, because we are a blank check company rather than an operating company, and our operations are limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within the prescribed time frame is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

Based upon the amount held in the trust account as of              , which was $              , the company estimates that the per-share price at which public shares may be redeemed from cash held in the trust account will be approximately $              at the time of the special meeting. The closing price of a share of Class A common stock on              , 2023, was $              . The company cannot assure stockholders that they will be able to sell their Class A common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

If the charter amendment proposal is approved, such approval will constitute consent for the company to (i) remove from the trust account an amount (the “withdrawal amount”) equal to the number of public shares properly redeemed multiplied by the aggregate amount then on deposit in the trust account, including interest not previously released to the company to pay its taxes, divided by the number of then outstanding public shares and (ii) deliver to the holders of such redeemed public shares their portion of the withdrawal amount. The funds remaining in the trust account after the removal of the withdrawal amount shall be available for use by the company to complete an initial business combination on or before February 19, 2023, or such later date as may be extended.

The withdrawal of the withdrawal amount will reduce the amount held in the trust account, and the amount remaining in the trust account may be significantly less than the approximately $              that was in the trust account as of . In such event, the company may need to obtain additional funds to complete its initial business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.

Only stockholders of record of the company as of the close of business on              , 2023 (the “record date”) are entitled to notice of, and to vote at, the special meeting or any adjournment or postponement thereof. Each offering share entitles the holder thereof to one vote. On the record date, there were              shares of common stock issued and outstanding, including (i)              Class A common stock and (ii)              Class B common stock. The company’s warrants do not have voting rights in connection with the proposals.

YOUR VOTE IS IMPORTANT. By appointing a proxy, your shares will be represented and voted in accordance with your instructions. You can vote your shares by completing and returning your proxy card or by completing the voting instruction form provided to you by your broker. Proxy cards that are signed and returned but do not include voting instructions will be voted by the proxy as recommended by the board. You can change your voting instructions or revoke your proxy at any time prior to the special meeting by following the instructions included in this proxy statement and on the proxy card.

It is strongly recommended that you complete and return your proxy card before the special meeting date to ensure that your shares will be represented at the special meeting. You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares. If you have any questions or need assistance voting your shares of common stock, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing                 .

, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE SPECIAL MEETING TO BE HELD ON                 , 2023

This Notice of Special Meeting and Proxy Statement, our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (the “SEC”) on March 24, 2022 (our “annual report”), and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022, as filed with the SEC on May 12, 2022, August 22, 2022 and November 10, 2022, respectively, are available at              .

LF CAPITAL ACQUISITION CORP. II
PROXY STATEMENT
FOR THE SPECIAL MEETING
To Be Held at                 a.m., Eastern time, on              , 2023

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors (the “board”) for use at the special meeting of LF Capital Acquisition Corp. II, a Delaware corporation (the “company”, “we”, “us” or “our”), and any postponements, adjournments or continuations thereof (the “special meeting”). The special meeting will be held on              , 2023 at              a.m., Eastern time, via teleconference. You will be able to attend the special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit your questions during the special meeting by visiting              . The notice of special meeting of stockholders, the proxy statement and the proxy card accompany this letter are also available at.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements may relate to the company’s “initial business combination” (as defined below) and any other statements relating to future results, strategy and plans of the company (including statements which may be identified by the use of the words “plans,” “expects” or “does not expect,” “estimated,” “is expected,” “budget,” “scheduled,” “estimates,” “forecasts,” “intends,” “anticipates” or “does not anticipate,” “targets,” “projects,” “contemplates,” “predicts,” “potential,” “continue,” or “believes,” or variations of such words and phrases or state that certain actions, events or results “may,” “could,” “would,” “should,” “might,” “will” or “will be taken,” “occur” or “be achieved”).

Forward-looking statements are based on the opinions and estimates of management of the company as of the date such statements are made, and they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to:

Additional information on these and other factors that may cause actual results and the company’s performance to differ materially is included in the company’s periodic reports filed with the SEC, including, but not limited to, our annual report including those factors described under the heading “Risk Factors” therein, and subsequent Quarterly Reports on Form 10-Q. Copies of the company’s filings with the SEC are available publicly on the SEC’s website at www.sec.gov or may be obtained by contacting the company. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. These forward-looking statements are made only as of the date hereof, and the company undertakes no obligations to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR
SPECIAL MEETING

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including any annexes to this proxy statement.

Why am I receiving this proxy statement?

This proxy statement and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by our board for use at the special meeting to be held virtually on              , 2023, or at any adjournments or postponements thereof. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the special meeting.

The company is a blank check company incorporated on February 19, 2021 as a Delaware corporation for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“initial business combination”). On November 19, 2021, the company consummated its initial public offering (“IPO”) of 25,875,000 units, with each unit consisting of one Class A common stock and one-half of one redeemable warrant to purchase one Class A common stock, which included the full exercise by the underwriters of their over-allotment option in the amount of 3,375,000 units. Simultaneously with the closing of the IPO, the company completed the private sale of 12,350,000 private placement warrants at a purchase price of $1.00 per private placement warrant to the sponsor, generating gross proceeds to us of $12,350,000. Following the closing of the IPO, a total of $263,925,000 ($10.20 per unit) of the net proceeds from the IPO and the sale of the private placement warrants was placed in the trust account established in connection with the IPO (the “trust account”), with Continental Stock Transfer & Company, a New York limited purpose trust company (“Continental”), acting as trustee. The company’s Amended and Restated Certificate of Incorporation (the “charter”) provides for the return of the IPO proceeds held in the trust account to the holders of Class A common stock if we do not complete our initial business combination by February 19, 2023.

The purpose of the charter amendment proposal is to more closely align the interests of our public stockholders with our sponsors by increasing the amount of the monthly extension payments per extension and give our public stockholders the opportunity to redeem prior to the first extension. The board of directors of the company (the “board”) has determined that it is in the best interests of our stockholders to approve the charter amendment.

What is being voted on?

You are being asked to vote on the following proposals:

If the charter amendment proposal is approved, we plan to hold a special meeting prior to February 19, 2023, or such later date as may be extended, in order to seek stockholder approval of our initial business combination and related proposals.

You are not being asked to vote on an initial business combination at this time. If the charter amendment is implemented and you do not elect to redeem your public shares in connection with the charter amendment, you will retain the right to vote on an initial business combination if and when such transaction is submitted to stockholders and the right to redeem your public shares for cash from the trust account in the event a proposed initial business combination is approved and completed or the company has not consummated an initial business combination by February 19, 2023, or such later date as may be extended. If an initial business combination is not consummated by February 19, 2023 or such later date as may be extended, the company will redeem its public shares.

Can I attend the special meeting?

The special meeting will be held on              , 2023, at              , Eastern time, via teleconference, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. You will be able to attend the special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit your questions during the special meeting by visiting              . The notice of special meeting of stockholders, the proxy statement and the proxy card accompany this letter are also available at               . The special meeting will comply with the meeting rules of conduct. The rules of conduct will be posted on the virtual meeting web portal. We encourage you to access the special meeting webcast prior to the start time. Online check-in will begin fifteen minutes prior to the start time of the special meeting, and you should allow ample time for the check-in procedures. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or other nominee with instructions on how to vote your shares.

Why should I vote to approve the charter amendment?

Our board believes that the charter amendment will more closely align the interests of our public stockholders with our sponsors by increasing the amount of the monthly extension payments per extension and give our public stockholders the opportunity to redeem prior to the first extension. The board has determined that it is in the best interests of our stockholders to approve the charter amendment.

If we do not consummate an initial business combination by February 19, 2023, or such later date as may be extended, the charter provides that we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem our public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the board, liquidate and dissolve, subject, in each case, to the company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by February 19, 2023, or such later date as may be extended.

In connection with the charter amendment, public stockholders may elect to redeem their Class A common stock for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest not previously released to the company to pay its taxes, divided by the number of then-issued and outstanding Class A common stock, regardless of how such public stockholders vote on the charter amendment proposal, or if they vote at all. We will not proceed with the charter amendment if redemptions of public shares cause us to have less than $5,000,001 of net tangible assets following approval of the charter amendment proposal, as provided in the charter.

Liquidation of the trust account is a fundamental obligation of the company to the public stockholders and the company is not proposing, and will not propose, to change that obligation to the public stockholders. If holders of public shares do not elect to redeem their public shares, such holders shall retain redemption rights in connection with an initial business combination.

Our board recommends that you vote in favor of the charter amendment proposal, but expresses no opinion as to whether you should redeem your public shares.

When would the board abandon the charter amendment proposal?

Our board will abandon the charter amendment if our stockholders do not approve the charter amendment proposal. Additionally, we are not permitted to redeem our Class A common stock in an amount that would cause our net tangible assets to be less than $5,000,001, and we will not proceed with the charter amendment if redemptions of our Class A common stock in connection with the charter amendment would cause us to have less than $5,000,001 of net tangible assets following approval of the charter amendment proposal.

How do the company insiders intend to vote their shares?

The sponsor, the company’s directors, officers and initial stockholders and their permitted transferees (collectively, the “initial stockholders”) collectively have the right to vote 20% of the company’s issued and outstanding shares of common stock, and are expected to vote all of their shares in favor of each proposal to be voted upon by our stockholders at the special meeting.

The sponsor or the company’s directors, officers or advisors, or any of their respective affiliates, may purchase Class A common stock in privately negotiated transactions or in the open market prior to the special meeting, although they are under no obligation to do so. Any such purchases that are completed after the “record date” (as defined below) may include an agreement with a selling stockholder that such stockholder, for so long as it remains the record holder of the shares of common stock in question, will vote in favor of the proposals and/or will not exercise its redemption rights with respect to the shares of common stock so purchased. The purpose of such share purchases and other transactions would be to increase the likelihood that the proposals to be voted upon at the special meeting are approved by the requisite number of votes. In the event that such purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the proposals and elected to redeem their shares for a portion of the trust account. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the trust account. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. Any Class A common stock held by or subsequently purchased by our affiliates may be voted in favor of the proposals. Additionally, at any time at or prior to the special meeting, subject to applicable securities laws (including with respect to material non-public information) the sponsor or the company’s directors, officers or advisors, or any of their respective affiliates, may, although they are under no obligation to do so, enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the proposals or not redeem their public shares. The sponsor or the company’s directors, officers or advisors or any of their respective affiliates are restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act.

What vote is required to approve the charter amendment proposal?

Approval of the charter amendment proposal requires the affirmative vote of the holders of at least sixty-five percent (65%) of all then outstanding shares of the common stock.

What vote is required to approve the adjournment proposal?

Approval of the adjournment proposal requires the affirmative vote of the majority of the shares of common stock who, being present and entitled to vote at the special meeting, vote at the special meeting for the adjournment proposal.

What if I want to vote against or do not want to vote for any of the proposals?

If you do not want any of the proposals to be approved, you should vote against such proposals. A stockholder’s failure to vote by proxy or virtually at the special meeting will not be counted towards the number of shares required to validly establish a quorum, and if a valid quorum is otherwise established, will count as a vote against the charter amendment proposal, but will not have an effect of the adjournment proposal. Abstentions and broker non-votes will count as a vote against the charter amendment proposal, but will not have an effect on the adjournment proposal assuming a quorum is present. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the special meeting.

Will you seek any further extensions to liquidate the trust account?

Other than potentially exercising our right to extend the date we must complete our initial business combination by six one-month extensions, as set forth in our charter, we do not anticipate seeking any further extension to consummate an initial business combination.

How are the funds in the trust account currently being held?

With respect to the regulation of special purpose acquisition companies like the company (“SPACs”), on March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating to, among other items, disclosures in initial business combinations involving SPACs and private operating companies; the condensed financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed initial business combinations; the potential liability of certain participants in proposed initial business combinations; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities.

With regard to the SEC’s investment company proposals included in the SPAC Rule Proposals, while the funds in the trust account have, since the company’s initial public offering, been held only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries, to mitigate the risk of being viewed as operating an unregistered investment company (including pursuant to the subjective test of Section 3(a)(1)(A) of the Investment Company Act of 1940), the company will, no later than the date that is 24 months following the effective date of our IPO registration statement, instruct Continental to hold all funds in the trust account in cash items, which may include interest bearing demand deposit accounts at banks, until the earlier of consummation of the Business Combination and liquidation of the company.

What happens if the charter amendment proposal is not approved?

If the charter amendment proposal is not approved, each extension payment per one-month extension of the deadline to complete the initial business combination will remain $0.033, rather than $0.04 per share of Class A common stock currently provided for in the charter.

If we do not consummate an initial business combination by February 19, 2023, or such later date as may be extended, the charter provides that we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem our public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the board, liquidate and dissolve, subject, in each case, to the company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by February 19, 2023, or such later date as may be extended.

The sponsor or the company’s directors and officers have agreed to waive their respective rights to liquidating distributions from the trust account in respect of any Class B common stock held by it or them, as applicable, if the company fails to complete an initial business combination by February 19, 2023, or such later date as may be extended, although they will be entitled to liquidating distributions from the trust account with respect to any Class A common stock they hold if the company fails to complete its initial business combination by the applicable deadline. The company will pay the costs of liquidation from $100,000 of interest from the trust account and its remaining assets outside of the trust account.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “IRA”), which, among other things, imposes a 1% excise tax on any publicly traded domestic corporation that repurchases its stock after December 31, 2022 (the “Excise Tax”). The Excise Tax is imposed on the fair market value of the repurchased stock, with certain exceptions. Because we are a Delaware corporation and our securities are trading on Nasdaq, we will be a “covered corporation” within the meaning of the IRA.

On December 27, 2022, the Internal Revenue Service (the “IRS”) and the U.S. Department of the Treasury (the “Treasury Department”) released Notice 2023-2, which provides taxpayers with interim guidance on the Excise Tax that may be relied upon until the IRS issues proposed Treasury regulations on such matter.

Under these interim rules, distributions in complete liquidation of a publicly traded domestic corporation are exempt from the Excise Tax. In addition, any redemptions that occur in the same taxable year that such a liquidation is completed will also be exempt from such tax.

If we do not consummate an initial business combination by February 19, 2023, or such later date as may be extended, we will cease all operations except for the purpose of winding up and liquidate. Although it remains uncertain whether, and/or to what extent, the Excise Tax could apply to any redemptions of our public shares after December 31, 2022, including any redemptions in connection with an initial business combination or in the event we do not consummate an initial business combination by February 19, 2023, or such later date as may be extended, we generally would not expect the Excise Tax to apply if there is a complete liquidation of our public shares. However, such expectation is subject to a number of factual and legal uncertainties, including further guidance from the Treasury Department. Accordingly, if we do not consummate an initial business combination by February 19, 2023, or such later date as may be extended, we may hold back funds from the remaining funds in the trust account, including any interest earned thereon to pay any Excise Tax from amounts paid in redemption of the public shares in connection with the liquidation of the assets of the Company promptly after such date, including from stockholders who elect to redeem their public shares in connection with the charter amendment. In such a case, the per-share amount that would otherwise be received in connection with the liquidating distribution will likely be reduced on account of any Excise Tax.

If the charter amendment proposal is approved, what happens next?

The company is continuing its efforts to complete an initial business combination. If the charter amendment proposal is approved, the company expects to continue evaluating initial business combination opportunities in pursuit of entering into a business combination agreement and seeking stockholder approval of an initial business combination. If stockholders approve such initial business combination, the company expects to consummate the initial business combination as soon as possible following stockholder approval and satisfaction of the other conditions to the consummation of the initial business combination.

Upon approval of the charter amendment proposal by the required number of votes, the amendment to the charter in the form attached as Annex A hereto will be effective. The company will remain a reporting company under the Exchange Act, and its units, Class A common stock and public warrants will remain publicly traded.

If the charter amendment proposal is approved, any removal of any withdrawal amount from the trust account will reduce the amount remaining in the trust account and increase the percentage interest of shares of common stock held by the sponsor through the Class B common stock. We will not proceed with the charter amendment if redemptions of Class A common stock cause us to have less than $5,000,001 of net tangible assets following approval of the charter amendment, as provided in the charter.

If the charter amendment proposal is approved, our public stockholders will have the right to require us to redeem their public shares. Any redemption or other repurchase that occurs after December 31, 2022 may be subject to the Excise Tax (as defined above). Whether and to what extent we would be subject to the Excise Tax in connection with redemptions pursuant to the charter amendment would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the charter amendment, (ii) the structure of an initial business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with an initial business combination (or otherwise issued within the same taxable year of the business combination), (iv) whether the Company is completely liquidated and dissolved within the taxable year of such redemption, and (v) the content of final and proposed regulations and further guidance from the Treasury Department. The Excise Tax could cause a reduction in the cash available on hand to complete an initial business combination and could affect our ability to complete an initial business combination. We may hold back funds from the remaining funds in the trust account, including any interest earned thereon, to pay any Excise Tax attributable to amounts paid in redemption of the public shares.

Where will I be able to find the voting results of the special meeting?

We will announce preliminary voting results at the special meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the special meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the special meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to such Current Report on Form 8-K as soon as they become available.

Would I still be able to exercise my redemption rights in connection with a vote to approve a proposed initial Business Combination?

Yes. Assuming you are a stockholder as of the record date for voting on a proposed initial business combination, you will be able to vote on a proposed initial business combination. If you disagree with an initial business combination, you will retain your right to redeem your Class A common stock upon consummation of such initial business combination, subject to any limitations set forth in our charter.

How do I change my vote?

If you have submitted a proxy to vote your shares and wish to change your vote, you may send a later-dated, signed proxy card to the company’s secretary at 1909 Woodall Rodgers Freeway, Suite 500, Dallas, TX 75201, so that it is received by the company’s secretary prior to the vote at the special meeting (which is scheduled to take place on              , 2023). Stockholders also may revoke their proxy by sending a notice of revocation to the company’s secretary, which must be received by the company’s secretary prior to the vote at the special meeting, or by attending the special meeting, revoking their proxy and voting (including by virtual means). Attendance at the general meeting alone will not change your vote. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

How are votes counted?

Votes will be counted by the inspector of election appointed for the meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes for each of the proposals. A stockholder’s failure to vote by proxy or virtually at the special meeting will not be counted towards the number of shares required to validly establish a quorum, and if a valid quorum is otherwise established and will count as a vote against the charter amendment proposal, but will not have an effect on the adjournment proposal. Abstentions and broker non-votes will count as a vote against the charter amendment proposal, but will not have an effect on the adjournment proposal assuming a quorum is present. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the special meeting.

If my shares are held in “street name,” will my broker automatically vote them for me?

If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. We believe that each of the proposals are “non-discretionary” items.

Your broker can vote your shares with respect to “non-discretionary” items only if you provide instructions on how to vote. You should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions. If you do not give your broker instructions, your shares will be treated as broker non-votes with respect to all proposals. Abstentions and broker non-votes will count as a vote against the charter amendment proposal, but will not have an effect on the adjournment proposal assuming a quorum is present. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the special meeting.

What is a quorum?

A quorum is the minimum number of shares required to be present at the special meeting for the special meeting to be properly held under our Charter and Delaware law. The presence, virtually, by proxy, or, if a corporation or other non-natural person, by its duly authorized representative or proxy, of the holders of a majority of the issued and outstanding shares of common stock entitled to vote at the special meeting constitutes a quorum. Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” (so-called “broker non-votes”) will be treated as shares present for purposes of determining the presence of establishing a quorum on all matters. If a stockholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-discretionary” matters. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the special meeting.

Who can vote at the special meeting?

Holders of shares of common stock as of the close of business on              (the “record date”), are entitled to vote at the special meeting. On the record date, there were              shares of common stock issued and outstanding, including (i) Class A common stock and (ii)              Class B common stock. The company’s warrants do not have voting rights in connection with the proposals.

In deciding all matters at the special meeting, each stockholder will be entitled to one vote for each share held by them on the record date. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. The initial stockholders collectively own all of our issued and outstanding Class B common stock, constituting 20% of our issued and outstanding shares of common stock.

Registered Stockholders. If our shares are registered directly in your name with our transfer agent, Continental, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote at the special meeting.

“Street Name” Stockholders. If our shares are held on your behalf in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of those shares held in “street name,” and your broker or nominee is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker or nominee as to how to vote your shares. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of common stock at the special meeting unless you follow your broker’s procedures for obtaining a legal proxy. Throughout this proxy statement, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name stockholders.”

Does the board recommend voting for the approval of the proposals?

Yes. After careful consideration of the terms and conditions of these proposals, the board has determined that each of the proposals are in the best interests of the company and its stockholders. The board recommends that the company’s stockholders vote “FOR” each of the proposals.

What interests do the company’s directors and officers have in the approval of the proposals?

The company’s directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a stockholder. These interests include ownership of Class B common stock, private placement warrants that may become exercisable in the future, any loans by them to the company that will not be repaid in the event of our winding up and the possibility of future compensatory arrangements. See the section entitled “Proposal No. 1 - The Charter Amendment Proposal - Interests of the sponsor and the company’s Directors and Officers” for more information.

Are there any appraisal or similar rights for dissenting stockholders?

Neither Delaware law nor our Charter provides for dissenters’ rights for dissenting stockholders in connection with any of the proposals to be voted upon at the special meeting.

Warrant holders do not have appraisal rights in connection with any of the proposals to be voted upon at the special meeting.

What happens to the company’s warrants if we do not consummate an initial business combination?

If we do not consummate an initial business combination by February 19, 2023 or such later date as may be extended, the charter provides that we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem our public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the board, liquidate and dissolve, subject, in each case, to the company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by February 19, 2023 or such later date as may be extended.

What happens to the company’s warrants if the charter amendment as we continue to attempt to consummate an initial business combination?

The company expects to continue to attempt to consummate an initial business combination until February 19, 2023, or such later date as may be extended, and will retain the blank check company restrictions previously applicable to it. The warrants will remain outstanding in accordance with their terms.

How do I vote?

If you are a holder of record of shares of common stock on the record date for the special meeting, you may vote virtual attendance at the special meeting or by submitting a proxy for the special meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or other nominee with instructions on how to vote your shares or, obtain a valid proxy from your broker, bank or other nominee. If you hold your shares in “street name” and wish to vote online by virtually attending the special meeting, you must email a copy (a legible photograph is sufficient) of your legal proxy to Continental at proxy@continentalstock.com. If you email a valid legal proxy, you will be issued a 12-digit meeting control number that will allow you to register to attend and participate in the special meeting. If you wish to attend the special meeting virtually you should contact Continental no later than              , 2023, to obtain this information. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to it as to how to vote your shares, so you should read carefully the materials provided to you by your broker, bank or other nominee or intermediary.

How do I redeem my shares of common stock?

Pursuant to the charter, a public stockholder may request that the company redeem all or a portion of such stockholder’s public shares for cash if the charter amendment proposal is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its, their own name, the holder must contact the transfer agent directly and instruct it to do so. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to separate the units into the underlying public shares and public warrants in order to exercise redemption rights with respect to the public shares, so you should contact your broker, bank or other nominee or intermediary. Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the charter amendment proposal.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.

Who is paying for this proxy solicitation?

Our board is soliciting proxies for use at the special meeting. All costs associated with this solicitation will be borne directly by the company. We have engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the special meeting. We have agreed to pay Morrow a fee of $              , plus disbursements, and indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses for their services as the company’s proxy solicitor. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A common stock for their expenses in forwarding soliciting materials to beneficial owners of Class A common stock and in obtaining voting instructions from those owners. Our directors and officers may also solicit proxies by telephone, by facsimile, by mail, or on the Internet. They will not be paid any additional amounts for soliciting proxies.

Who can help answer my questions?

If you have questions about the special meeting or the proposals to be presented thereat, if you need additional copies of the proxy statement or the enclosed proxy card, or if you would like copies of any of the company’s filings with the SEC, including our annual report, and our subsequent Quarterly Reports on Form 10-Q, you should contact:

LF Capital Acquisition Corp. II
1909 Woodall Rodgers Freeway, Suite 500

Dallas, TX 75201
Telephone: (214) 740-6105

You may also contact the company’s proxy solicitor at:

Morrow Sodali LLC
333 Ludlow Street
5th Floor, South Tower
Stamford, CT 06902
Telephone: (800) 662-5200
(banks and brokers can call collect at (203) 658-9400)
Email:

You may obtain additional information about the company from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you are a holder of public shares and you intend to seek redemption of your shares, you will need to tender or deliver your shares (and share certificates (if any) and other redemption forms) to the transfer agent, physically or electronically through DTC, at the address below prior to 5:00 p.m., Eastern time, on              , 2023 (two business days prior to the vote at the special meeting or any adjournment thereof). If you have questions regarding the certification of your position or tender or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
E-mail:

THE SPECIAL MEETING

Date, Time, Place and Purpose of the special meeting

The special meeting will be held on              2023 at              a.m., Eastern time, via teleconference, to consider and vote upon the proposals to be put to the special meeting. You will be able to attend the special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit your questions during the special meeting by visiting              . The notice of special meeting of stockholders, the proxy statement and the proxy card accompany this letter are also available at               .

At the special meeting, you will be asked to consider and vote upon proposals to:

Voting Power; Record Date

Only stockholders of record of the company as of the close of business on              , are entitled to notice of, and to vote at, the special meeting or any adjournment or postponement thereof. Each of the shares of common stock entitles the holder thereof to one vote. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were              Class A common stock (that were initially sold as part of the IPO) and              Class B common stock. The company’s warrants do not have voting rights in connection with the proposals.

Quorum and Vote of Stockholders

A quorum is the minimum number of shares required to be present at the special meeting for the special meeting to be properly held under our Charter and Delaware law. The presence, virtually, by proxy, or, if a corporation or other non-natural person, by its duly authorized representative or proxy, of the holders of a majority of the issued and outstanding shares of common stock entitled to vote at the special meeting constitutes a quorum. Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” (so-called “broker non-votes”) will be treated as shares present for purposes of determining the presence of a quorum on all matters. If a stockholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-routine” matters. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the special meeting.

Votes Required

Approval of the charter amendment proposal requires the affirmative vote of the holders of at least sixty-five percent (65%) of all then outstanding shares of the common stock.

Approval of the adjournment proposal requires the affirmative vote of the majority of the shares of common stock who, being present and entitled to vote at the special meeting, vote at the special meeting for the adjournment proposal.

If you do not want any of the proposals to be approved, you should vote against such proposals. A stockholder’s failure to vote by proxy or virtually at the special meeting will not be counted towards the number of shares required to validly establish a quorum, and if a valid quorum is otherwise established, will count as a vote against the charter amendment proposal, but will not have an effect on the adjournment proposal. Abstentions and broker non-votes will count as a vote against the charter amendment proposal, but will not have an effect on the adjournment proposal assuming a quorum is present. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the special meeting.

Voting

You can vote your shares at the special meeting by proxy or online by virtually attending the special meeting. If your shares are owned directly in your name with our transfer agent, Continental, you are considered, with respect to those shares, the “stockholder of record.” If your shares are held in a stock brokerage account or by a bank or other nominee or intermediary, you are considered the beneficial owner of shares held in “street name” and are considered a “non-record (beneficial) stockholder.”

Stockholders of Record

You can vote by proxy by having one or more individuals who will be at the special meeting vote your shares for you. These individuals are called “proxies” and using them to cast your ballot at the special meeting is called voting “by proxy.” If you wish to vote by proxy, you must (i) complete the enclosed form, called a “proxy card,” and mail it in the envelope provided or (ii) submit your proxy over the Internet in accordance with the instructions on the enclosed proxy card. If you complete the proxy card and mail it in the envelope provided or submit your proxy over the Internet as described above, you will designate each of the Chairperson of the special meeting to act as your proxy at the special meeting. One of the aforementioned individuals will then vote your shares at the special meeting in accordance with the instructions you have given them in the proxy card with respect to the proposals presented in this proxy statement. Proxies will extend to, and be voted at, any adjournments or postponements of the special meeting.

Alternatively, you can vote your shares online by virtually attending the special meeting.

Beneficial Owners

If your shares are held in an account through a broker, bank or other nominee or intermediary, you must instruct the broker, bank or other nominee how to vote your shares by following the instructions that the broker, bank or other nominee provides you along with this proxy statement. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to it as to how to vote your shares, so you should read carefully the materials provided to you by your broker, bank or other nominee or intermediary.

If you wish to attend and vote your shares at the special meeting, you must first obtain a legal proxy from your broker, bank or other nominee that holds your shares and email a copy (a legible photograph is sufficient) of your legal proxy to Continental at proxy@continentalstock.com. Beneficial owners who email a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the special meeting. Beneficial owners who wish to attend the special meeting virtually should contact Continental no later than              , 2023, to obtain this information.

If you do not provide voting instructions to your bank, broker or other nominee or intermediary and you do not vote your shares at the special meeting, your shares will not be voted on any proposal on which your bank, broker or other nominee does not have discretionary authority to vote. In these cases, the bank, broker or other nominee or intermediary will not be able to vote your shares on those matters for which specific authorization is required. We believe each of the proposals constitutes a “non-discretionary” matter.

Proxies

Our board is asking for your proxy. Giving our board your proxy means you authorize it to vote your shares at the special meeting in the manner you direct. You may vote for or against each proposal or you may abstain from voting. All valid proxies received prior to the special meeting will be voted. All shares represented by a proxy will be voted, and where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, the shares will have no effect on either of the proposals described herein and as the proxy holders may determine in their discretion with respect to any other matters that may properly come before the special meeting.

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” (so-called “broker non-votes”) will be treated as shares present for purposes of determining the presence of a quorum on all matters. If a stockholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-discretionary” matters. We believe each of the proposals constitutes a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the special meeting.

Stockholders who have questions or need assistance in completing or submitting their proxy cards should contact our proxy solicitor, Morrow Sodali LLC, at (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing                .

Revocability of Proxies

Stockholders may send a later-dated, signed proxy card to the company’s secretary at 1909 Woodall Rodgers Freeway, Suite 500, Dallas, TX 75201, so that it is received by the company’s secretary prior to the vote at the special meeting (which is scheduled to take place on              , 2023). Stockholders also may revoke their proxy by sending a notice of revocation to the company’s secretary, which must be received by the company’s secretary prior to the vote at the special meeting or by attending the special meeting (by virtual means), revoking their proxy and voting. Attendance at the special meeting alone will not change your vote. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Attendance at the Special meeting

The special meeting will be held on              , 2023 at              a.m., Eastern time, via teleconference, to consider and vote upon the proposals to be put to the special meeting. You will be able to attend the special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit your questions during the special meeting by visiting              . You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, obtain a valid proxy from your broker, bank or nominee.

Solicitation of Proxies

Our board is soliciting proxies for use at the special meeting. All costs associated with this solicitation will be borne directly by the company. We have engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the general meeting. We have agreed to pay Morrow a fee of $              , plus disbursements, and indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses for their services as the company’s proxy solicitor. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A common stock for their expenses in forwarding soliciting materials to beneficial owners of Class A common stock and in obtaining voting instructions from those owners. Our directors and officers may also solicit proxies by telephone, by facsimile, by mail or on the Internet. They will not be paid any additional amounts for soliciting proxies.

You may contact Morrow at:

Morrow Sodali LLC
333 Ludlow Street
5th Floor, South Tower
Stamford, CT 06902
Telephone: (800) 662-5200
(banks and brokers can call collect at (203) 658-9400)
Email:

If any additional solicitation of the holders of our outstanding shares of common stock is deemed necessary, we (through our directors and officers) anticipate making such solicitation directly.

Dissenters’ Rights and Appraisal Rights

Neither Delaware law nor our charter provide for appraisal or other similar rights for dissenting stockholders in connection with any of the proposals to be voted upon at the special meeting. Accordingly, our stockholders will have no right to dissent and obtain payment for their shares.

Warrant holders do not have appraisal rights in connection with any of the proposals to be voted upon at the special meeting.