Current Report Filing (8-k)
June 16 2023 - 4:34PM
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2023-06-14
2023-06-14
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2023-06-14
2023-06-14
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LFAC:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
Current
Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date
of Report (Date of earliest event reported): June 14, 2023
LF
Capital Acquisition Corp. II
(Exact name of registrant as specified in its charter)
| Delaware |
001-41071 |
86-2195674 |
| (State or other jurisdiction
|
(Commission |
(IRS Employer |
| of incorporation) |
File Number) |
Identification No.) |
1909
Woodall Rodgers Freeway, Suite 500
Dallas, Texas, 75201
(Address of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (214) 740-6105
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant |
|
LFACU |
|
The
Nasdaq Stock Market LLC |
| Class
A Common Stock, par value $0.0001 per share |
|
LFAC |
|
The
Nasdaq Stock Market LLC |
| Redeemable
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
|
LFACW |
|
The
Nasdaq Stock Market LLC |
Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth
company ☒
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 8.01 to this Current Report on Form 8-K
is incorporated into this Item 2.03 by reference.
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On June 14, 2023, LF Capital Acquisition Corp. II (the “Company”),
received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that
since the Company’s aggregate market value of its outstanding warrants was less than $1.0 million, the Company was no longer
in compliance with the Nasdaq Global Market continued listing criteria set forth in Listing Rule 5452(b)(C), which requires the Company
to maintain an aggregate market value of its outstanding warrants of at least $1.0 million (the “Notice”). The Notice
additionally indicates that the Company, pursuant to the Listing Rules, has 45 calendar days, or until July 31, 2023, to submit a
plan to regain compliance. If Nasdaq accepts the Company’s plan, the Company will have 180 calendar days from the date of the Notice,
or until December 11, 2023, to evidence compliance. If Nasdaq were to reject the Company’s plan, Nasdaq rules permit the Company
to appeal the decision to a hearings panel.
The Notice serves only as a notification of deficiency, not of imminent
delisting, and has no current effect on the listing or trading of the Company’s warrants on the Nasdaq Global Market. Additionally,
the Notice relates only to the Company’s warrants and will have no effect on the listing or trading of the Company’s Class A
common stock. The Company intends to take action to submit a plan to regain compliance within the 45-calendar day submission period, and,
if Nasdaq accepts the plan to regain compliance, to subsequently regain compliance with Rule 5452(b)(C) within the 180-calendar day compliance
period. While the Company is exercising diligent efforts to maintain the listing of its warrants on Nasdaq Global Market, there can be
no assurance that the Company will be able to regain or maintain compliance with Nasdaq Global Market aggregate market value of outstanding
warrants requirement. In addition, if the Company does not meet the aggregate market value of outstanding warrants requirement by the
end of the 180-calendar day compliance period, Nasdaq could provide notice that the Company’s warrants will become subject to delisting.
In the event the Company receives notice that its warrants are being delisted, Nasdaq rules permit the Company to appeal any delisting
determination by the Nasdaq staff to a hearings panel.
Item 8.01. Other Events.
On June 14, 2023, the Company made a deposit of $452,016.76 (the “Extension
Payment”) to the Company’s trust account for the benefit of the Company’s Class A common stock sold in the initial public
offering, and extended the period of time the Company has to consummate an initial business combination until July 19, 2023. In connection
with the Extension Payment, the Company drew down $452,016.76 under the previously reported promissory note issued by the Company to Level
Field Capital II, LLC, the Company’s sponsor.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. |
|
Description |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
LF Capital Acquisition Corp. II |
| |
|
|
| Date: June 16, 2023 |
|
/s/ Elias Farhat |
| |
Name: |
Elias Farhat |
| |
Title: |
Chief Executive Officer |
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