Item 8.01 Other Events.
As previously announced, LF Capital Acquisition Corp.
II (“LF II”) entered into a non-binding letter of intent (the “Letter of Intent”)
to enter into a business combination (the “Business Combination”) with a private company (the “LOI
Target”) that meets LF II’s acquisition criteria and business strategy in February 2023.
The LOI Target is a profitable US-based company in
the packaging industry that serves customers in the spirits, beverage, beer and food industries. The LOI Target provides custom solutions
to leading brands and has amassed a blue-chip customer base with long term take-or-pay contracts. Additionally, the LOI Target has entered
into supply agreements that provide greater predictability of EBITDA and free cash flow. Lastly, the LOI Target operates with state-of-the-art,
flexible manufacturing capabilities, which provide it with differentiated flexibility to meet its customers’ needs.
LF II believes that a Business Combination with the
LOI Target will help accelerate the LOI Target's growth and allow it to become a national leader in its industry.
LF II is currently seeking an amendment to its charter
to provide for additional one-month extensions (until November 19, 2023) in order to extend the date by which LF II must consummate an
initial business combination. Entering into the Business Combination or another business combination is subject to, among other matters,
the negotiation of a definitive transaction agreement and SEC review of the proxy statement/prospectus to be filed in connection with
obtaining approval of the transaction by LF II’s stockholders. If LF II is unable to complete an initial business combination by
such extended date, LF II may be forced to liquidate.
A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Additional Information and Where to Find It
LF II has mailed to its stockholders
of record as of May 12, 2023 a definitive proxy statement (the “Charter Amendment Proxy Statement”) for a special
meeting of stockholders on June 13, 2023 to (i): increase the number of one-month extensions of the deadline to complete an initial business
combination from six to nine (the three additional one-month extensions, the “Additional Extensions”); and (ii)
provide that the monthly extension payment per one-month extension of the deadline to complete an initial business combination for the
Additional Extensions only is $0.00 per share of LF II’s Class A common stock (the “Class A common stock”),
par value $0.0001 per share without changing the monthly extension payment for the current extensions payable, if exercised, on June 19,
2023 and July 19, 2023, which will remain $0.04 per Class A common share sold in LF II’s initial public offering. Stockholders may
obtain a free copy of the Charter Amendment Proxy Statement, as well as other relevant documents that have been or will be filed with
the United States Securities and Exchange Commission (the “SEC”), without charge, at the SEC’s website
(www.sec.gov) or by directing a request to: 1909 Woodall Rodgers Freeway, Suite 500, Dallas, TX 75201, or to Morrow Sodali LLC, LF II’s
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.
If a definitive agreement
is entered into in connection with the proposed Business Combination, LF II intends to file a preliminary proxy statement/prospectus (the
“Deal Proxy Statement/Prospectus”) with the SEC. A definitive Deal Proxy Statement/Prospectus will be mailed
to stockholders of LF II as of a record date to be established for voting on the proposed transaction. LF II urges its investors and other
interested persons to read, when available, the Deal Proxy Statement/Prospectus, as well as other documents filed with the SEC, because
these documents will contain important information about the proposed Business Combination. The Deal Proxy Statement/Prospectus, once
available, can be obtained without charge at the SEC’s web site (www.sec.gov) or by directing a request to LF Capital Acquisition
Corp. II, 1909 Woodall Rodgers Freeway, Suite 500, Dallas, TX 75201.
No Offer or Solicitation
This 8-K shall not constitute
a solicitation of a proxy, consent or authorization with respect to any securities or in respect of any business combination or stockholder
meeting. This 8-K is for informational purposes only and does 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 states or jurisdictions in which such offer, solicitation or sale would be
unlawful prior to 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, or exemptions therefrom.
Participants in the Solicitation
This 8-K is not a solicitation
from any investor or securityholder. LF II, the LOI Target and certain of its respective directors and executive officers may be deemed
to be participants in the solicitation of proxies of LF II’s stockholders in connection with the proposed Business Combination and
related matters. Information regarding LF II’s directors and executive officers is set forth in LF II’s Annual Report on Form
10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 23, 2023. Additional information regarding the
interests of those participants and other persons who may be deemed participants in the potential transaction will be set forth in the
Deal Proxy Statement/Prospectus when it is filed with the SEC.
Forward-Looking Statements
This 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 (i) the monthly extension payments and related matters and (ii) expectations about the future
performance of LF II or the LOI Target and anticipated financial impact of the proposed Business Combination and related matters, as well
as all other statements other than statements of historical fact included in this 8-K are forward-looking statements. These statements
are often accompanied with or by words such as “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “would” (or the negative thereof)
or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking
statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, LF II’s
management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors
detailed in LF II’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to LF II 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 LF II, 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. LF II undertakes no obligation
to update these statements for revisions or changes after the date of this 8-K, except as required by law.
