Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously announced, on December 7, 2022, the Board of Directors (the
"Board") of Lerer Hippeau Acquisition Corp. (the "Company") determined that if
the Company has not consummated an initial Business Combination (as defined in
the Company's Amended and Restated Certificate of Incorporation, as amended), by
December 14, 2022 (the "Termination Date"), the Company shall (i) cease all
operations, except for the purpose of winding up; (ii) as promptly as reasonably
possible, but not more than ten business days after the Termination Date, redeem
(the "Redemption") 100% of the shares of Class A Common Stock, par value $0.0001
per share, of the Company (the "Class A Common Stock"), sold in the Company's
initial public offering (the "IPO"), whether such shares were purchased in the
IPO or in the secondary market following the IPO (including shares sold pursuant
to the underwriters' overallotment option, collectively, the "Public Shares");
and (iii) as promptly as reasonably possible following the Redemption, subject
to the approval of the remaining stockholder(s) of the Company and the Board in
accordance with applicable law, dissolve and liquidate, subject in each case to
the Company's obligations under the Delaware General Corporation Law to provide
for claims of creditors and other requirements of applicable law.
On December 7, 2022, the Company (i) notified the Nasdaq Stock Market LLC
("Nasdaq") of the anticipated Redemption, liquidation and dissolution; and
(ii) requested that Nasdaq (A) suspend trading of the Company's shares of
Class A Common Stock effective before the opening of trading on December 14,
2022, and (B) file with the Securities and Exchange Commission (the "SEC") a
Form 25 Notification of Removal from Listing and/or Registration ("Form 25") to
delist and deregister the Class A Common Stock under Section 12(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result,
the Class A Common Stock will no longer be listed on Nasdaq.
The Company expects that Nasdaq will file Form 25 with the SEC on or about
December 14, 2022, upon which the delisting of the Company's Class A Common
Stock will become effective. Following that, the Company intends to file a Form
15 Certification and Notice of Termination of Registration with the SEC,
requesting that the Company's reporting obligations under Sections 13 and 15(d)
of the Exchange Act be terminated with respect to the Class A Common Stock.
In connection with the foregoing matters, the Company issued a press release, a
copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K,
which is incorporated herein by reference.
Item 8.01. Other Events.
The information set forth in Item 3.01 above of this Current Report on Form 8-K
is incorporated by reference herein.
In the Redemption, the Public Shares will be redeemed at a per-share price,
payable in cash, equal to the quotient obtained by dividing (A) the aggregate
amount then on deposit in the trust account, including interest (net of taxes
payable and to $100,000 to pay dissolution expenses, which have already been
withdrawn) (the "Redemption Amount"), by (B) the total number of then
outstanding Public Shares. The Redemption will completely extinguish rights of
the holders of Public Shares (including the right to receive further liquidating
distributions, if any).
Following the redemptions in connection with the approval and implementation of
the Company's amendment to its Amended and Restated Certificate of Incorporation
which was filed with the Secretary of State of the State of Delaware on
December 7, 2022 and after taking into account withdrawals for taxes and
dissolution expenses, the total amount held in the trust account was
approximately $1,201,718.46, and a total of 119,083 Public Shares were
outstanding. The Company estimates that the total Redemption Amount will be
approximately $1,201,718.46, and the per-share Redemption Amount will be
approximately $10.09.
Forward-Looking Statements
This Current Report on Form 8-K includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995,
including statements relating to the proposed early unwind, de-listing of the
Company's Class A Common Stock, Redemption and Redemption Amount. These
forward-looking statements involve many risks and uncertainties that could cause
actual results to differ materially from those expressed or implied by such
statements. These forward-looking statements speak only as of the date of this
Current
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Report on Form 8-K, and the Company expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any forward-looking
statement contained herein to reflect any change in its expectations with regard
thereto or any change in events, conditions or circumstances on which any such
statement is based. Please refer to the publicly filed documents of the Company,
including its most recent Annual Report on Form 10-K and Quarterly Reports on
Form 10-Q, for risks and uncertainties related to the Company's business which
may affect the statements made in this communication.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release dated December 9, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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