Item 8.01 Other Events.
As previously announced,
The LOI Target is a profitable US-based company in the packaging industry that serves customers in the spirits, beverage, beer and food industries. The LOI Target provides custom solutions to leading brands and has amassed a blue-chip customer base with long term take-or-pay contracts. Additionally, the LOI Target has entered into supply agreements that provide greater predictability of EBITDA and free cash flow. Lastly, the LOI Target operates with state-of-the-art, flexible manufacturing capabilities, which provide it with differentiated flexibility to meet its customers' needs.
LF II believes that a Business Combination with the LOI Target will help accelerate the LOI Target's growth and allow it to become a national leader in its industry.
LF II is currently seeking an amendment to its charter to provide for additional
one-month extensions (until
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Additional Information and Where to Find It
LF II has mailed to its stockholders of record as of
If a definitive agreement is entered into in connection with the proposed
Business Combination, LF II intends to file a preliminary proxy
statement/prospectus (the "Deal Proxy Statement/Prospectus") with the
No Offer or Solicitation
This 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of any business combination or stockholder meeting. This 8-K is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom.
Participants in the Solicitation
This 8-K is not a solicitation from any investor or securityholder. LF II, the
LOI Target and certain of its respective directors and executive officers may be
deemed to be participants in the solicitation of proxies of LF II's stockholders
in connection with the proposed Business Combination and related matters.
Information regarding LF II's directors and executive officers is set forth in
LF II's Annual Report on Form 10-K for the fiscal year ended
Forward-Looking Statements
This 8-K includes "forward-looking statements" within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Statements regarding (i) the monthly extension
payments and related matters and (ii) expectations about the future performance
of LF II or the LOI Target and anticipated financial impact of the proposed
Business Combination and related matters, as well as all other statements other
than statements of historical fact included in this 8-K are forward-looking
statements. These statements are often accompanied with or by words such as
"anticipate," "believe," "continue," "could," "estimate," "expect," "intend,"
"may," "might," "plan," "possible," "potential," "predict," "project," "should,"
"would" (or the negative thereof) or other similar expressions that predict or
indicate future events or trends or that are not statements of historical
matters. Such forward-looking statements are based on the beliefs of management,
as well as assumptions made by, and information currently available to, LF II's
management. Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors detailed in LF
II's filings with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release, datedMay 25, 2023 .
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