UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~Current Report Pursuant~~CURRENT toREPORT ~~Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date of~~Pursuant ~~Report~~to ~~(Date~~Section of13 ~~earliest~~or ~~event reported~~15(d): ~~June 14, 2023~~

~~LF Capital~~of ~~Acquisition~~the ~~Corp.~~Securities ~~II (Exact~~Exchange ~~name~~Act of ~~registrant~~1934 ~~as specified in its charter)~~

Delaware	001-41071	86-2195674
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

Date of Report (Date of earliest event reported): June 26, 2023

~~1909~~LF ~~Woodall~~Capital ~~Rodgers~~Acquisition ~~Freeway,~~Corp. ~~Suite 500 Dallas, Texas, 75201 (Address of principal executive offices) (Zip Code)~~II

~~Registrant’s telephone~~(Exact ~~number,~~name ~~including~~of ~~area~~registrant ~~code~~as ~~(214~~specified in its charter) ~~740-6105~~

Delaware		001-41071		86-2195674
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1909 Woodall Rodgers Freeway, Suite 500
Dallas, Texas		75201
(Address of principal executive offices)		(Zip Code)

(214) 741-6105

(Registrant’s telephone number, including area code)

Not Applicable

(Former ~~Name~~ name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed since ~~Since~~last ~~Last Report~~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)~~provisions:

☐ Written ~~communications~~ communication 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 communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐Securities ~~Soliciting material~~registered pursuant to ~~Rule~~Section ~~14a-~~12(b) ~~under~~of 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))

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 ~~Pre-commencement~~by check mark whether the registrant is an emerging growth ~~communications~~company ~~pursuant~~as todefined in Rule ~~13e-4~~405 of the Securities Act of 1933 (c§ 230.405 of this chapter) ~~under~~or Rule 12b-2 of the ~~Exchange~~Securities Exchange Act ~~(17~~of ~~CFR~~1934 (§ 240.~~13e~~ 12b-~~4(c~~2 of this chapter)).

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 1.0301 ~~Creation~~Entry ofinto a ~~Direct~~Material ~~Financial~~Definitive ~~Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~Agreement

~~The~~On ~~information~~June ~~set~~27, ~~forth~~2023, LF inCapital ~~Item~~Acquisition 8Corp.01 II, a Delaware corporation (the “Company”), entered into an amendment (the “Amendment”) to ~~this~~the ~~Current~~promissory ~~Report~~note on(the ~~Form 8-K~~“Note”) dated as of February 21, 2023, by and between the Company, as the maker, and Level isField ~~incorporated~~Capital ~~into~~II, ~~this~~LLC, ~~Item~~a ~~2.03~~Delaware limited liability company, as the payee, to increase the aggregate principal amount available under the Note by ~~reference~~$800,000. The other material terms of the Note were unchanged.

~~Item 3.01~~The foregoing description ~~Notice~~is ofqualified ~~Delisting~~in orits ~~Failure~~entirety by reference to ~~Satisfy~~the Amendment, a ~~Continued~~copy ~~Listing~~of ~~Rule~~which oris ~~Standard;~~attached ~~Transfer~~as ofExhibit ~~Listing~~10.1 hereto and is incorporated herein by reference.

OnItem ~~June 14, 2023, LF Capital Acquisition Corp~~2. 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 $103.~~0 million,~~ ~~the~~Creation ~~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~~a ~~outstanding~~Direct ~~warrants~~Financial ofObligation ~~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~~an ~~July 31,~~Obligation ~~2023,~~Under toan ~~submit~~Off-balance ~~a plan~~Sheet toArrangement ~~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~~Registrant.

The ~~Notice~~disclosure ~~serves only as a notification of deficiency, not of imminent~~contained ~~delisting,~~in ~~and~~Item ~~has~~1.01 ~~no current effect on the listing or trading~~ of ~~the~~this ~~Company’s~~Current ~~warrants~~Report on ~~the~~Form 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 458-~~calendar~~K ~~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~~incorporated 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~~reference ofin ~~the~~this ~~180-calendar~~Item ~~day compliance period, Nasdaq could provide notice that the Company’s warrants will become subject to delisting~~2. ~~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~~03.

Item 83.~~01.~~03 ~~Other~~Material ~~Events.~~Modification to Rights of Security Holders

OnThe ~~June~~information ~~14,~~set ~~2023,~~forth ~~the~~in ~~Company~~Item ~~made a deposit of $452,016~~5.7603 ~~(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~~this ~~offering,~~Current ~~and~~Report ~~extended~~on ~~the~~Form ~~period~~8-K ofis ~~time~~incorporated ~~the~~herein 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~~reference.

Item 95.0103 ~~Financial~~Amendments ~~Statements~~to ~~and~~Articles ~~Exhibits.~~of Incorporation or Bylaws; Change in Fiscal Year

On June 27, 2023, upon the stockholders’ approval of the Charter Amendment (das defined below) ~~Exhibits~~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 extended the date by which the Company has to consummate a business combination from August 19, 2023 to November 19, 2023 (the “Extended Date”), by increasing the number of one-month extensions of the deadline to complete the initial business combination from six to nine (the “Extensions”) by depositing into the trust account established in connection with the Company’s initial public offering (the “IPO”) for each Extension beginning July 19, 2023 the lesser of (i) $200,000 or (ii) $0.03 per share of the Company’s Class A common stock, par value $0.0001 per share, sold in the IPO, per Extension. The Company’s stockholders approved the Charter Amendment at a Special Meeting (as defined below) of the stockholders held on Monday, June 26, 2023.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

~~SIGNATURES~~Item 5.07 Submission of Matters to a Vote of Stockholders

~~Pursuant~~On June 26, 2023, the Company convened the Special Meeting to approve the ~~requirements~~Charter ofAmendment 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 ~~Act~~“SEC”) on May 12, 2023, as supplemented by supplemental proxy statements filed with the SEC as of ~~1934~~June 2, 2023 and June 13, 2023. As of the ~~registrant~~close ~~has~~of ~~duly~~business ~~caused~~on ~~this~~May ~~report~~12, 2023, the record date for the Special Meeting, there were 17,772,169 shares of the Company’s common stock, comprising 17,572,169 shares of Class A common stock and 200,000 shares of Class B common stock (collectively, the “Common Stock”) outstanding, each of which was entitled to beone ~~signed~~vote onwith ~~its~~respect ~~behalf~~to byeach of the ~~undersigned~~proposals. A total of 15,042,723 ~~thereunto~~shares ~~duly~~of ~~authorized~~Common Stock, representing approximately 84.66% of the outstanding shares of Common Stock entitled to vote at the Special Meeting, were present in person or by proxy, constituting a quorum.

	LF Capital Acquisition Corp. II
Date: June 16, 2023		/s/ Elias Farhat
	Name:	Elias Farhat
	Title:	Chief Executive Officer

The final voting results for the Charter Amendment were as follows:

Proposal No. 1: The Charter Amendment Proposal: To approve an amendment to the Company’s Charter to extend the date by which the company has to consummate a Business Combination (as defined in the Charter) from August 19, 2023 to November 19, 2023, by increasing the number of one-month extensions of the deadline to complete the initial Business Combination from six to nine (the “Extensions”) by depositing into the trust account established in connection with the company’s initial public offering (the “IPO”) for each Extension beginning July 19, 2023 the lesser of (i) $200,000 or (ii) $0.03 per share of the company’s Class A common stock, par value $0.0001, sold in the IPO, per extension:

FOR				AGAINST				ABSTAIN
	14,193,359				849,364				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, 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, the Company was required to permit its public shareholders to redeem their shares of Common Stock. Of the 11,383,419 shares of Common Stock outstanding with redemption rights, the holders of 5,599,025 shares of Common Stock elected to redeem their shares at a per share redemption price of approximately $10.64. As a result, approximately $59,593,408.93 will be removed from the Company’s trust account to pay such holders.

The Company issued a press release on June 27, 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		Amendment to the Promissory Note, dated as of February 21, 2023

99.1		Press Release

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LF Capital Acquisition Corp. II

By:	/s/ Elias Farhat
Name:	Elias Farhat
Title:	Chief Executive Officer

Date: June 28, 2023

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