SEC Comment Letter 0000000000-23-000509 to LF Capital Acquisition Corp. II (CIK 0001851266)
LF Capital Acquisition Corp. II (CIK 0001851266)
Date: Jan. 18, 2023 · CIK: 0001851266 · Accession: 0000000000-23-000509
AI Filing Summary & Sentiment
File numbers found in text: 001-41071
Letter
United States securities and exchange commission logo January 18, 2023 Elias Farhat Chairman of the Board LF Capital Acquisition Corp. II 1909 Woodall Rodgers Freeway, Suite 500 Dallas, TX 75201 Re:LF Capital Acquisition Corp. II Preliminary Proxy Statement on Schedule 14A Filed January 11, 2023 File No. 001-41071 Dear Elias Farhat: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to the comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to the comment, we may have additional comments. Preliminary Proxy Statement on Schedule 14A General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity
FirstName LastNameElias Farhat Comapany NameLF Capital Acquisition Corp. II January 18, 2023 Page 2 FirstName LastName Elias Farhat LF Capital Acquisition Corp. II January 18, 2023 Page 2 in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Melanie Singh at 202-551-4074 or Maryse Mills-Apenteng at 202-551- 3457 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction
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United States securities and exchange commission logo
January 18, 2023
Elias Farhat
Chairman of the Board
LF Capital Acquisition Corp. II
1909 Woodall Rodgers Freeway, Suite 500
Dallas, TX 75201
Re:LF Capital Acquisition Corp. II
Preliminary Proxy Statement on Schedule 14A
Filed January 11, 2023
File No. 001-41071
Dear Elias Farhat:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to the comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity
FirstName LastNameElias Farhat
Comapany NameLF Capital Acquisition Corp. II
January 18, 2023 Page 2
FirstName LastName
Elias Farhat
LF Capital Acquisition Corp. II
January 18, 2023
Page 2
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Melanie Singh at 202-551-4074 or Maryse Mills-Apenteng at 202-551-
3457 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction