UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 1315, ~~2021~~2022

~~LAZARD~~Lazard ~~GROWTH~~Growth ~~ACQUISITION~~Acquisition ~~CORP~~Corp. I

(Exact name of registrant as specified in its charter)

Cayman Islands	001-40035	98-1571783	~~98-1571783~~
(State or other jurisdiction ofincorporation or organization)	(CommissionFile Number)		(I.R.S. EmployerIdentification Number)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
30 Rockefeller Plaza New York, New York		10112
(Address of principal executive offices)		(Zip Code)

30 Rockefeller Plaza New York, New York		10112
(Address of principal executive offices)		(Zip Code)

(212) 632-6000

Registrant’s telephone number, including area code

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 to the registrant under any of the following provisions:

☐	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 ~~onwhich~~on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fifth of one redeemable warrant	LGACU	The Nasdaq Stock Market LLC
Class A ordinary shares, $0.0001 par value	LGAC	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	LGACW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 45.~~02.~~07 Submission ~~Non-Reliance~~of onMatters ~~Previously~~to ~~Issued Financial Statements or~~ a ~~Related~~Vote ~~Audit~~of ~~Report~~Security ~~or Completed Interim Review~~Holders.

AsOn ~~previously~~December ~~disclosed~~15, in2022, ~~preparation of the financial statements of~~ Lazard Growth Acquisition Corp. I (the “Company”) asheld ofits ~~and~~annual ~~for~~general ~~the~~meeting ~~quarterly~~of ~~period~~shareholders ~~ended~~(the ~~September~~“Annual General 30Meeting”), ~~2021,~~at which (i) the ~~Company~~holders ~~re-evaluated~~of the Company’s ~~application of ASC 480-10-S99-3A to its accounting classification of its~~ Class AB ordinary shares, ~~par value $0.0001 per share~~ (the “~~Public~~Class B Ordinary Shares”), ~~issued~~re-elected asPierre-Yves ~~part~~Cross ofand ~~the~~Mary ~~units~~Ann ~~sold~~Deignan into the Company’s ~~initial~~Board ~~public~~of ~~offering (the “IPO”) on February 12~~Directors, ~~2021.~~each ~~Historically,~~for a ~~portion~~three-year ofterm ~~the~~expiring ~~Public~~at ~~Shares was classified as permanent equity to maintain net tangible assets greater than $5,000,000 on~~ the conclusion ~~basis that the Company will consummate its initial business combination only if the Company has net tangible assets~~ of ~~at least $5,000,001. Pursuant to such re-evaluation,~~ the Company’s ~~management~~annual ~~determined~~general ~~that~~meeting ~~the~~to ~~Public~~be ~~Shares~~held ~~include~~in ~~certain~~2025, ~~provisions~~and ~~that~~(ii) ~~require classification of~~ the ~~Public~~holders ~~Shares as temporary equity regardless~~ of the ~~minimum net tangible assets required to complete the~~ Company’s ~~initial~~Class ~~business~~A ~~combination.~~ordinary ~~The~~shares ~~Company determined at~~ (the ~~time~~“Class ~~that~~A ~~this~~Ordinary ~~error~~Shares”, ~~was not material to previously filed financial statements~~ and, ~~therefore,~~together inwith ~~its financial statements for~~ the ~~quarterly~~Class ~~period~~B ~~ended~~Ordinary ~~September 30~~Shares, ~~2021 in its Form 10-Q for~~ the ~~quarterly period ended September 30, 2021 (the~~ “Q3Ordinary ~~Form 10-Q~~Shares”), ~~the~~and ~~Company~~holders of ~~revised~~ the ~~unaudited~~Class ~~condensed~~B ~~interim~~Ordinary ~~financial information as of March 31~~Shares, ~~2021 and June 30~~collectively, ~~2021~~ratified tothe ~~classify~~appointment ~~all~~of ~~Class~~Marcum ALLP ~~ordinary shares~~ as ~~temporary equity. Subsequently, as described below, management re-evaluated~~ the Company’s ~~application~~independent ofregistered ~~ASC~~public ~~480-10-S99-3A~~accounting ~~and~~firm ~~determined~~for ~~that~~2022 ~~the~~and ~~prior~~authorized ~~classification~~the ofCompany’s aBoard ~~portion~~ of ~~the~~Directors, ~~Public~~acting ~~Shares~~by asits ~~permanent~~Audit ~~equity~~Committee, ~~was~~to aset Marcum ~~material~~LLP’s ~~error~~compensation.

OnThere ~~December~~were 1357, ~~2021~~500,000 ~~the~~Class ~~Company’s~~A ~~management~~Ordinary Shares and ~~the~~14,375,000 ~~audit~~Class ~~committee~~B ofOrdinary ~~the~~Shares ~~Company’s~~issued ~~board~~and ofoutstanding ~~directors~~at (the ~~“Audit~~close ~~Committee”) concluded that the Company’s previously issued (i) audited balance sheet as~~ of ~~February~~business 12on October 24, ~~2021~~2022, ~~filed~~which ~~with~~was the ~~SEC~~record ondate ~~February~~(the ~~19,~~“Record ~~2021, (ii~~Date”) ~~unaudited~~for ~~condensed~~the ~~interim~~Annual ~~financial~~General ~~statements~~Meeting. ~~included~~At in the ~~Company’s~~Annual ~~Quarterly~~General ~~Report~~Meeting, onthere ~~Form~~were ~~10-Q~~holders ~~for~~of ~~the quarterly period ended March 31~~47, ~~2021~~171,887 ~~filed~~Class ~~with~~A ~~the~~Ordinary ~~SEC~~Shares onand ~~May 12~~14, ~~2021~~375,000 ~~(iii)~~Class ~~unaudited~~B ~~condensed~~Ordinary ~~interim~~Shares ~~financial~~present ~~statements~~either ~~included~~by inproxy, online ~~the~~or ~~Company’s~~in ~~Quarterly Report on Form 10-Q for the quarterly period ended June 30~~person, ~~2021,~~representing ~~filed~~100% ~~with~~of the ~~SEC~~outstanding onClass ~~August~~B 9,Ordinary ~~2021~~Shares and ~~(iv)~~85.63% ~~Note~~of ~~2 to~~ the ~~unaudited~~total ~~condensed~~outstanding ~~financial~~shares ~~statements~~of ~~included in~~ the Q3Company’s ~~Form~~Ordinary ~~10-Q (collectively, the “Affected Periods”), should be restated to report all Public~~ Shares as ~~temporary~~of ~~equity~~the ~~and~~Record ~~should no longer be relied upon~~Date. Only Asholders aof ~~result,~~ the Company’s ~~expects~~Class toB ~~restate~~Ordinary ~~its~~Shares ~~financial~~were eligible ~~statements for the Affected Periods~~ to ~~indicate~~vote ~~that~~for the ~~classification~~election ~~error~~of isPierre-Yves aCross ~~restatement~~ and ~~not~~Mary aAnn ~~revision,~~Deignan into ~~an amended Quarterly Report on Form 10-Q for~~ the ~~quarterly period ended September 30, 2021, which the~~ Company’s ~~plans~~Board toof ~~file as soon as practicable (the “Amended Q3 Form 10-Q”)~~Directors.

The ~~Company~~number ~~does not expect that any~~ of ~~the~~votes ~~above~~cast ~~changes~~for, ~~will~~against ~~have~~or ~~any~~withheld, ~~impact~~as onapplicable, ~~its~~and ~~previously~~the ~~reported~~number ~~total~~of ~~assets,~~abstentions ~~results~~and ofbroker ~~operations~~non-votes orwith ~~cash~~respect ~~flows~~to each ormatter onvoted ~~its~~upon, ~~cash~~as ~~position~~reported ~~and~~by ~~cash~~our ~~held~~tabulation inagent, ~~the~~Continental ~~trust~~Stock ~~account~~Transfer ~~established~~& inTrust, ~~connection~~is ~~with~~set ~~the~~forth ~~IPO~~below.

The Company’s management has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in more detail in the Amended Q3 Form 10-Q.

		For	Against	Abstain	Broker Non-Votes
1.	Election of Directors:
	Pierre-Yves Cross	14,375,000	0	0	47,171,887
	Mary Ann Deignan	14,375,000	0	0	47,171,887

		For	Against	Abstain	Broker Non-Votes
2.	Ratification of appointment of Marcum LLP as the Company’s independent registered public accounting firm for 2022 and authorization of the Company’s Board of Directors, acting by its Audit Committee, to set Marcum LLP’s compensation	61,525,256	1,915	19,716	N/A

The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum LLP, the Company’s independent registered public accounting firm.

Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the impact of the Company’s restatement of certain historical financial statements, the Company’s cash position and cash held in the Trust Account and any proposed remediation measures with respect to identified material weaknesses. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking

statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 15, ~~2021~~2022

LAZARD GROWTH ACQUISITION CORP. I

By:	/s/ Eyal Ofir
	Name:	Eyal Ofir
	Title:	Chief Executive Officer

Filing Compare · Lazard Growth Acquisition Corp. I