Item 8.01 Other Events.
On February 15,
2023, LF Capital Acquisition Corp. II (the “Company”) issued a press release announcing that its special meeting of
stockholders (the “Special Meeting”), relating to its previously announced proposed charter amendment (the “Charter
Amendment Proposal”), convened and adjourned, without conducting any business. The special meeting has been adjourned until
6:00 pm Eastern Time on February 17, 2023. The record date for the meeting remains the
close of business, Eastern Time, on January 13, 2023. The Adjourned Special Meeting
can still be accessed virtually by visiting https://www.cstproxy.com/lfcapitalacquisitioncorpii/2023.
A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
In addition, on February 14, 2023, pursuant
to the terms of the Amended and Restated Certificate of Incorporation of the Company, Level Field Capital II, LLC (“Sponsor”),
the holder of an aggregate of 6,388,750 shares of the Company’s Class B common stock, par value $0.0001 per share (“Class
B Common Stock”), elected to convert 6,268,750 shares of the Class B Common Stock held by it on a one-for-one basis into
Class A common stock, par value $0.0001 per share (“Class A Common Stock”) of the Company, with immediate effect. Following
such conversion, as of February 14, 2023, the Company had an aggregate of 32,143,750 shares of Class A Common Stock issued and
outstanding and 200,000 shares of Class B Common Stock issued and outstanding.
Participants in the Solicitation
The Company and its directors and executive
officers and other persons may be deemed to be participants in the solicitation of proxies from the Company’s shareholders
in respect of the Special Meeting. Information regarding the Company’s directors and executive officers is available in Company’s
proxy statement for the special meeting filed with the U.S. Securities and Exchange Commission on January 27, 2023 (the “Proxy
Statement”), as supplemented. Additional information regarding the participants in the proxy solicitation and a description
of their direct and indirect interests are contained in the Proxy Statement.
No Offer or Solicitation
This communication shall not constitute an
offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction
in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws
of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended.
Additional Information
The Company has filed with the Securities and
Exchange Commission (the “SEC”) the Proxy Statement in connection with the Special Meeting to consider and vote upon
the Charter Amendment Proposal and other matters and, beginning on or about January 30, 2023, mailed the Proxy Statement and other
relevant documents to its stockholders as of the January 13, 2023 record date for the Special Meeting. The Company’s stockholders
and other interested persons are advised to read the Proxy Statement and any other relevant documents that have been or will be
filed with the SEC in connection with the Company’s solicitation of proxies for the Special Meeting because these documents
contain important information about the Company, the Charter Amendment Proposal and related matters. Stockholders may also obtain
a free copy of the Proxy Statement, as well as other relevant documents that have been or will be filed with the SEC, without charge,
at the SEC’s website located at www.sec.gov or by directing a request to: 1909 Woodall Rodgers Freeway, Suite 500, Dallas,
TX 75201, (214) 740-6105 or to 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 LFAC.info@investor.morrowsodali.com.
Forward-Looking Statements
This Current Report on Form 8-K (this “Form
8-K”) 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 Form 8-K are
forward-looking statements. When used in this Form 8-K, 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 Form 8-K, except as required by law.