UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(Dd)

OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of Report (~~Date~~date of earliest event reported): ~~June~~December 277, 2022

Lerer Hippeau Acquisition Corp.

(Exact name of registrant as specified in its charter)

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


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~~Former ~~telephone~~name ~~number~~or former address, ~~including~~if ~~area~~changed ~~code)~~since last report: Not Applicable

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		Trading ~~Symbol~~symbol(s)		Name of each exchange on which registered
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 13.0103. ~~Entry~~Material ~~into~~Modification ato ~~Material~~Rights ~~Definitive~~of ~~Agreement~~Security Holders.

On ~~June~~ 27December 7, 2022, stockholders of Lerer Hippeau Acquisition Corp., a(the ~~Delaware~~“Company”) ~~corporation~~approved an amendment (the “~~Company~~Charter Amendment”)~~, issued~~ anto ~~unsecured~~the ~~promissory~~Amended ~~note~~and Restated Certificate of Incorporation of the Company (the “~~Note~~Charter”) into (i) amend the ~~amount~~date ofby upwhich tothe ~~$650~~Company must consummate a merger,~~000~~ tocapital ~~its~~stock ~~sponsor~~exchange, ~~LHAC~~asset ~~Sponsor~~acquisition, ~~LLC~~stock purchase, areorganization ~~Delaware~~or ~~limited~~similar ~~liability~~business ~~company~~combination, which the Company refers to as its initial business combination, from March 9, 2023 (the “~~Payee~~Original Termination Date”). ~~The~~to ~~proceeds~~such other date as shall be determined by the Company’s board of directors and publicly announced by the ~~Note~~Company, ~~which~~provided ~~may~~that such other date shall be ~~drawn~~no ~~down~~sooner ~~from~~than ~~time~~the date of the effectiveness of the Charter Amendment pursuant to ~~time~~the ~~until~~General Corporation Law of the ~~Maturity~~State of Delaware and no later than December 30, 2022 (the “Amended Termination Date”), (ii) remove the Redemption Limitation (as defined ~~below~~in the Charter) to allow the Company to redeem 22,266,185 ~~will~~shares beof ~~used~~Class A ~~for~~common ~~costs~~stock, par value $0.0001 per share (the “Public Shares”) notwithstanding the fact that such redemption would result in the Company having net tangible assets of less than $5,000,001, and ~~expenses~~(iii) allow ~~related~~the Company to aremove ~~Business~~up ~~Combination~~to $100,000 of interest earned on the amount on deposit in the trust account (the “Trust Account”) established in connection with the Company’s initial public offering (the “IPO”) prior to redeeming the Public Shares in connection with the Special Meeting (as defined below) ~~transaction~~in ~~and~~order ~~for~~to ~~general~~pay ~~working~~dissolution ~~capital~~expenses. The ~~purposes~~Company filed the Charter Amendment with the Secretary of State of the State of Delaware on December 7, 2022.

~~The~~On ~~Note bears interest at the lowest short-term Applicable Federal Rate (within the meaning of Internal Revenue Code Section~~December ~~1274) in effect as of the date the Note was issued and is payable in full upon the earlier to occur of (i) March 9~~8, ~~2023~~2022, ~~which is~~ the ~~date that is 24 months from the closing of the~~ Company’s ~~initial~~issued ~~public~~a ~~offering~~press ~~of its securities~~release, ora ifcopy ~~the period~~ of ~~time~~which ~~that the Company has to consummate a Business Combination~~ is ~~extended~~attached as aExhibit ~~result~~99.1 ~~of an amendment~~ to ~~its~~this ~~Amended~~Current ~~and~~Report ~~Restated~~on ~~Certificate~~Form of8-K ~~Incorporation, the latest date of such extended period,~~ and ~~(ii) the~~incorporated ~~date~~herein onby ~~which the Company consummates a merger~~reference, ~~capital~~announcing ~~stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses~~ (~~the “Business Combination”) (such earlier date of (~~i) ~~and (ii),~~ the ~~“Maturity~~approval ~~Date”).~~and Afiling ~~failure~~of ~~to pay~~ the ~~principal~~Charter ~~amount~~Amendment ~~outstanding~~ and ~~any and all interest earned thereon~~ (~~the “Full Balance”~~ii) that on the ~~Maturity~~Board ~~Date or the commencement~~ of aDirectors ~~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 ~~first payment of all or any portion of the Full Balance of the Note in cash, the Payee~~ has ~~the~~set ~~option to convert all, but not less than all, of the Full Balance of the Note into private placement shares (the “Conversion Shares”), equal to: (x)~~December ~~the Full Balance of the Note being converted~~14, ~~divided~~2022 byas ~~(y) $10.00, rounded up to~~ the ~~nearest~~Amended ~~whole~~Termination ~~number of shares~~Date. The Conversion Shares would be identical to the shares issued by the Company to the Payee in the private placement that was consummated in connection with the Company’s initial public offering. The Payee would be entitled to certain registration rights relating to the Conversion Shares.

~~The~~On ~~Conversion~~December 7, ~~Shares~~2022, ~~that~~stockholders ~~may~~of bethe ~~issued~~Company ~~pursuant~~also approved an amendment (the “Trust Agreement Amendment”) to the ~~Note~~Investment ~~would~~Management ~~not~~Trust beAgreement, ~~registered~~dated ~~under~~March 4, 2021, by and between the ~~Securities~~ ~~Act~~Company ofand ~~1933,~~Continental asStock ~~amended~~Transfer & Trust Company (“Continental”) (the “~~Securities~~Trust ~~Act~~Agreement”), ~~and~~to ~~would~~change bethe ~~issued~~date inon ~~reliance~~which onContinental must commence liquidation of the ~~exemption~~Trust ~~from~~Account ~~registration~~established ~~requirements~~in ~~thereof~~connection ~~provided~~with bythe ~~Section 4(a)(2)~~IPO offrom the ~~Securities~~Original ~~Act~~Termination Date to the Amended Termination Date.

The foregoing ~~description~~descriptions of the ~~Note~~Charter ~~does~~Amendment and the Trust Agreement Amendment do not purport to be complete and isare qualified in ~~its~~their entirety by ~~the~~reference ~~terms~~to ~~and~~Exhibits ~~conditions~~3.1 ofand ~~the~~10.1, ~~Note~~respectively, ~~a copy of~~ which isare ~~attached hereto as Exhibit 10.1 and~~ incorporated herein by reference.

Item 25.0307. ~~Creation~~Submission of aMatters ~~Direct~~to ~~Financial~~a ~~Obligation~~Vote ~~or an Obligation under an Off-Balance Sheet Arrangement~~ of aSecurity ~~Registrant~~Holders.

The information ~~disclosed~~set ~~under~~forth in Item 13.0103 of this Current Report on Form 8-K is incorporated herein by reference ~~into this Item 2~~.03 ~~to the extent required herein.~~

~~Item~~At 3the Company’s special meeting of stockholders held on December 7, 2022 (the “Special Meeting”), the following proposals were considered and acted upon by the stockholders of the Company: (a) a proposal to approve the Charter Amendment (the “Charter Amendment Proposal”); (b) a proposal to approve the Trust Agreement Amendment (the “Early Termination Trust Amendment Proposal” and together with the Charter Amendment Proposal, the “Amendment Proposals”); and (c) a proposal to approve the adjournment of the Special Meeting from time to time to solicit additional proxies in favor of the Amendment Proposals or if otherwise determined by the chairperson of the Special Meeting to be necessary or appropriate (the “Adjournment Proposal”).~~02.~~ ~~Unregistered~~The ~~Sales~~number of ~~Equity~~votes ~~Securities~~cast for or against, as well as the number of abstentions as to each proposal, are set forth below.

~~The information disclosed under Item~~ 1.01 Charter ofAmendment ~~this~~Proposal 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.


Votes For	Votes Against	Abstentions
23,039,931	6	400,000

~~(d)~~Accordingly, ~~Exhibits.~~the ~~The~~Charter ~~following~~Amendment ~~exhibits~~Proposal ~~are~~was ~~filed~~approved. ~~with this Form 8-K:~~

ExhibitNo.		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)

2. Early Termination Trust Amendment Proposal


Votes For	Votes Against	Abstentions
23,039,931	6	400,000

Accordingly, the Early Termination Trust Amendment Proposal was approved.

3. Adjournment Proposal


Votes For	Votes Against	Abstentions
22,992,238	47,699	400,000

Accordingly, the Adjournment Proposal was approved.

In connection with the approval and implementation of the Charter Amendment Proposal, the holders of 22,147,102 Public Shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.09 per share, for an aggregate redemption amount of approximately $223,496,059.56. Following such redemptions, 119,083 Public Shares remain outstanding.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

3.1		Certificate of Amendment of Amended and Restated Certificate of Incorporation

10.1		Amendment to the Investment Management Trust Agreement, dated March 4, 2021, by and between the Company and Continental Stock Transfer & Trust Company

99.1		Press Release dated December 8, 2022

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.
Date: June 28, 2022	By:	/s/ Eric Hippeau
Date: December 8, 2022	By:	/s/ Eric Hippeau
	Name:	Eric Hippeau
	Title:	Chief Executive Officer

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