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 16, 2022
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) 741-6105
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 | ||
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 4.01 Change in Registrant’s Certifying Accountant
(a) Dismissal of Independent Registered Public Accounting Firm.
On June 14, 2022, the Audit Committee of the Board of Directors of LF Capital Acquisition Corp. II. (the “Company”) dismissed Citrin Cooperman & Company, LLP (“Citrin Cooperman”) as the Company’s independent registered public accounting firm.
Citrin Cooperman’s report on the Company’s financial statements for the period from February 19, 2021 (inception) through December 31, 2021 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles. During the Company’s period from February 19, 2021 (inception) through December 31, 2021 and the subsequent interim period through June 16, 2022, there were:
(i) No “disagreements” (within the meaning of Item 304(a) of Regulation S-K) with Citrin Cooperman on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Citrin Cooperman, would have caused Citrin Cooperman to make reference to the subject matter of the disagreements with their report on the financial statements of the Company; and
(ii) No “reportable events” (as such term is defined in Item 304(a)(1)(v) of Regulation S-K).
The Company has provided Citrin Cooperman with a copy of this Form 8-K prior to its filing with the U.S. Securities and Exchange Commission (“SEC”) and requested Citrin Cooperman to furnish to the Company a letter addressed to the SEC stating that it agrees with the statements made above. A copy of Citrin Cooperman’s letter dated June 16, 2022 is attached as Exhibit 16.1 to this Form 8-K.
(b) Engagement of New Independent Registered Public Accounting Firm.
On June 15, 2022, the Audit Committee approved the engagement of Marcum LLP (“Marcum”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
During the most recent fiscal year ended December 31, 2021, and the subsequent interim period through June 16, 2022, neither the Company nor anyone on its behalf consulted Marcum regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements or any matter that was either the subject of a “disagreement” (within the meaning of Item 304(a) of Regulation S-K) or a “reportable event” (as such term is defined in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
16.1 | Letter from Citrin Cooperman & Company, LLP, dated June 16, 2022 to the Securities and Exchange Commission |
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, 2022 | /s/ Scott Reed | |
Name: | Scott Reed | |
Title: | President, Chief Executive Officer |