UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(dD)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of ~~report~~Report (Date of earliest event reported): ~~December~~June 2227, ~~2021~~2022

Lerer Hippeau Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-40168	86-1418494
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification Number)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

100 Crosby Street, Suite 201 New York, NY, 10012 (Address of principal executive offices, including zip code)

100 Crosby Street, Suite 201

New York, NY

10012

(Address of principal executive offices)

(Zip Code)

~~Registrant’s telephone number, including area code:~~ (646) 237-4837

(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 of 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 Securities Exchange Act of 1934:

Title of each class	~~TradingSymbol~~Trading Symbol(s)	Name of each ~~exchangeon~~exchange on which registered
Class A common stock, par value$0.0001 per share	LHAA	The Nasdaq Capital Market
Class A Common Stock, $0.0001 par value per share	LHAA	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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 4 1.0201. ~~Non-Reliance~~Entry oninto ~~Previously Issued Financial Statements or~~ a ~~Related~~Material ~~Audit~~Definitive ~~Report or Completed Interim Review~~Agreement.

On June 27, 2022, Lerer Hippeau Acquisition Corp., a Delaware corporation (the “Company”), issued ~~was~~an ~~formed~~unsecured ~~for~~promissory ~~the~~note ~~purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses~~ (the “~~Business Combination~~Note”). ~~The~~in ~~amended~~the ~~and~~amount ~~restated certificate~~ of ~~incorporation~~up ofto ~~the Company (the “Charter”) provides that~~$650,000 ~~prior~~ to ~~the~~its ~~consummation of the Business Combination~~sponsor, ~~the~~LHAC ~~Company~~Sponsor ~~shall provide all holders of shares of Class A common stock~~LLC, ~~par~~a ~~value~~Delaware ~~$0.0001~~limited ~~per~~liability ~~share,~~company ~~of the Company~~ (~~“Class A common stock”) sold in~~ the ~~Company’s initial public offering (the~~ “~~Public Shares~~Payee”). ~~with~~The ~~the~~proceeds ~~opportunity~~of ~~to have their Public Shares redeemed upon~~ the ~~consummation~~Note, ofwhich ~~the~~may ~~Business~~be ~~Combination~~drawn ~~pursuant~~down ~~to,~~from ~~and~~time ~~subject~~ to ~~the~~time ~~limitations~~until ~~of,~~ the ~~terms~~Maturity ofDate ~~the~~(as ~~Charter;~~defined ~~provided~~below), ~~however,~~will ~~that~~be ~~the~~used ~~Company~~for ~~shall~~costs ~~not~~and ~~redeem~~expenses orrelated ~~repurchase Public Shares~~ to ~~the extent that such redemption would result in failure of the Company, or any entity that succeeds the Company as~~ a ~~public~~Business ~~company,~~Combination ~~to have net tangible assets~~ (as ~~determined~~defined ~~in accordance with Rule 3a51-1(g~~below)~~(1)~~ oftransaction ~~the~~and ~~Securities~~for ~~Exchange~~general ~~Act~~working ofcapital ~~1934, as amended, (or any successor rule)) of at least $5,000,0001 or any greater net tangible asset or cash requirement which may be contained in the agreement relating to the Business Combination~~purposes.

InThe ~~accordance~~Note ~~with~~bears ~~Financial~~interest ~~Accounting~~at ~~Standards~~the ~~Board~~lowest ~~(“FASB”)~~short-term ~~Accounting~~Applicable ~~Standards~~Federal ~~Codification~~Rate (~~“ASC”~~within the meaning of Internal Revenue Code Section 1274) ~~480,~~in ~~Distinguishing~~effect ~~Liabilities~~as ~~from~~of ~~Equity~~the ~~(“ASC~~date ~~480”~~the Note was issued and is payable in full upon the earlier to occur of (i) March 9, ~~redemption~~2023, ~~provisions~~which ~~not~~is ~~solely~~the ~~within~~date that is 24 months from the ~~control~~closing of the Company’s ~~require~~initial ~~common~~public ~~stock~~offering ~~subject~~of toits ~~redemption~~securities, toor beif ~~classified~~the ~~outside~~period of ~~permanent~~time ~~equity.~~that In the Company’s ~~(i) unaudited~~has ~~financial~~to ~~statements~~consummate a Business Combination is extended as a result of an amendment to its Amended and ~~for~~Restated Certificate of Incorporation, the ~~three~~latest ~~months~~date ~~ended~~of ~~March 31~~such extended period, ~~2021~~and ~~included~~(ii) the indate on which the Company’s ~~Quarterly~~consummates ~~Report~~a onmerger, ~~Form~~capital ~~10-Q~~stock ~~filed~~exchange, ~~with~~asset ~~the~~acquisition, ~~SEC~~stock ~~on May 14~~purchase, ~~2021~~reorganization or similar business combination with one or more businesses (the “Q1Business ~~Financials~~Combination”), (such earlier date of (i) and (ii), ~~unaudited~~the ~~financial~~“Maturity ~~statements~~Date”). asA offailure to pay the principal amount outstanding and ~~for~~any and all interest earned thereon (the ~~six~~“Full ~~months~~Balance”) ~~ended~~on ~~June 30,~~the ~~2021~~Maturity ~~included~~Date or the commencement of a voluntary or involuntary bankruptcy action will be deemed an event of default, in which case the Note may be accelerated. Prior to the Company’s ~~Quarterly~~first ~~Report~~payment onof ~~Form~~all ~~10-Q~~or ~~filed~~any ~~with~~portion of the ~~SEC~~Full onBalance ~~August 12~~of the Note in cash, ~~2021~~the Payee has the option to convert all, but not less than all, of the Full Balance of the Note into private placement shares (the “Q2Conversion ~~Financials~~Shares”), ~~the~~equal ~~Company~~to: ~~classified~~(x) the aFull ~~portion~~Balance of the ~~Public~~Note ~~Shares~~being inconverted, ~~permanent~~divided ~~equity.~~by In(y) ~~addition~~$10.00, inrounded ~~the~~up ~~Company’s~~to ~~audited~~the ~~balance~~nearest ~~sheet~~whole asnumber of ~~March 9,~~shares. ~~2021~~The ~~included~~Conversion inShares would be identical to the ~~Company’s~~shares ~~Current~~issued ~~Report~~by onthe ~~Form~~Company ~~8-K~~to ~~filed~~the ~~with~~Payee in the ~~SEC~~private onplacement ~~March 15,~~that ~~2021~~was ~~(the~~consummated ~~“Audited~~in ~~Balance~~connection ~~Sheet”),~~with the Company’s ~~also~~initial ~~classified~~public aoffering. ~~portion~~The ofPayee ~~the~~would ~~Public~~be ~~Shares~~entitled into ~~permanent~~certain ~~equity~~registration rights relating to the Conversion Shares.

OnThe ~~November 9,~~Conversion ~~2021,~~Shares the Company filed its Form 10-Q for the quarterly period ending September 30, 2021 (the “Original Third Quarter 10-Q”), which included a section within Note 2, Revision of Previously Reported Financial Statements, (“Note 2”) that ~~described~~may abe ~~revision~~issued pursuant to the ~~Company’s classification of the Public Shares. As described in~~ Note 2,would ~~upon~~not ~~its~~be ~~IPO,~~registered ~~the~~under ~~Company classified~~ the Securities ~~Public~~Act Shares as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of ~~at least $5~~1933,~~000,001.~~ The Company’s management revised this interpretation to include temporary equity in net tangible assets. As a result, management corrected the error by restating its Public Shares subject to redemption as ~~temporary~~amended ~~equity. This resulted in an adjustment to the initial carrying value of its Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital~~ (to the ~~extent~~“Securities ~~available~~Act”), ~~accumulated deficit~~ and ~~Class A~~would ~~common~~be stock. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the two-class method. The Company determined the changes were not qualitatively material to the Company’s previously issued ~~financial statements and did not restate its financial statements. Instead, the Company revised its previously reported financial statements~~ in ~~Note~~reliance 2 to the Original Third Quarter 10-Q. Although the qualitative factors that management assessed tended to support a conclusion that the misstatements were not material, these factors were not strong enough to overcome the significant quantitative errors in the financial statements. The qualitative and quantitative factors support a conclusion that the misstatements are material on ~~a quantitative basis. Management concluded that~~ the ~~misstatement~~exemption ~~was~~from ~~such~~registration ofrequirements ~~magnitude~~thereof ~~that~~provided itby ~~is probable that the judgment of~~ Section 4(a)(2) ~~reasonable person relying upon the financial statements would have been influenced by the inclusion or correction~~ of the ~~foregoing~~Securities ~~items~~Act. As such, upon further consideration of the change, the Company determined the change in classification of the Public Shares and change to its presentation of earnings per share is material quantitatively and it should restate its previously issued financial statements

OnThe ~~December 22,~~foregoing ~~2021,~~description ~~the Audit Committee~~ of the ~~Board~~Note ofdoes ~~Directors~~not ofpurport ~~the~~to ~~Company~~be ~~(the~~complete ~~“Audit~~and ~~Committee”)~~is ~~concluded,~~qualified ~~after~~in ~~discussion~~its ~~with~~entirety by the ~~Company’s~~terms ~~management,~~and ~~that~~conditions ~~each~~ of ~~(i)~~ the ~~Q1 Financials~~Note, ~~(ii) the~~a Q2copy ~~Financials,~~of ~~and~~which ~~(iii) Note~~is 2attached tohereto ~~the~~as ~~unaudited~~Exhibit ~~interim~~10.1 ~~financial statements~~ and ~~Item~~incorporated 4herein ofby ~~Part~~reference. ~~1 included in the~~

~~Company’s~~Item ~~Quarterly~~2.03. ~~Report~~Creation ~~on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 9, 2021, should no longer be relied upon due to changes required to reclassify all~~ of ~~the~~a ~~Company’s~~Direct ~~Public Shares in temporary equity (collectively, the “Interim~~ Financial ~~Statements”).~~Obligation Asor ~~such,~~an ~~the~~Obligation ~~Company~~under ~~intends to file~~ an ~~amendment to its Quarterly Report on Form 10~~Off-Q for the quarterly period ended September 30, 2021 (the “Amended Third Quarter 10-Q”) reflecting this reclassification. The adjustments to the Interim Financial Statements will be set forth through expanded disclosure in the financial statements included in the Amended Third Quarter 10-Q. In addition, the audit report of WithumSmith+Brown, PC (“Withum”), the Company’s independent registered public accounting firm, included in the Current Report on Form 8-K filed with the SEC on March 15, 2021 should no longer be relied upon. The restatement of the Audited Balance Sheet ~~will~~Arrangement beof ~~set forth in~~ a ~~subsequent filing~~Registrant.

The ~~Company’s~~information ~~management~~disclosed ~~and~~under ~~the~~Item ~~Audit~~1.01 ~~Committee~~of ~~have discussed the matters disclosed in~~ this Current Report on Form 8-K ~~with~~is ~~Withum~~incorporated by reference into this Item 2.03 to the extent required herein.

Item 3.02.

Unregistered Sales of Equity Securities.

The information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein. The Conversion Shares, if any, (1) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Payee until 30 days after the completion of the Company’s initial Business Combination and (2) are entitled to registration rights.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:


Exhibit No.		Description

10.1		Promissory Note, dated June 27, 2022, issued by Lerer Hippeau Acquisition Corp. to LHAC Sponsor LLC

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Lerer Hippeau Acquisition Corp. By: /s/ Dan Rochkind Name: Dan Rochkind Title: Chief Financial Officer

Dated: December 23, 2021

Lerer Hippeau Acquisition Corp.

Date: June 28, 2022

/s/ Eric Hippeau

Eric Hippeau

Chief Executive Officer

Filing Compare · Lerer Hippeau Acquisition Corp.