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
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