UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): December 7 9, 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 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

Former name or former address, if changed since last report: Not Applicable

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(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 3.0301. ~~Material~~Notice ~~Modification~~of Delisting or Failure to ~~Rights~~Satisfy ofa ~~Security~~Continued ~~Holders~~Listing Rule or Standard; Transfer of Listing.

~~On December~~As previously announced, on December 7, 2022, ~~stockholders of Lerer Hippeau Acquisition Corp. (~~the ~~“Company”)~~Board ~~approved~~of anDirectors ~~amendment~~ (the “~~Charter Amendment~~Board”) ~~to the Amended and Restated Certificate~~ of ~~Incorporation~~Lerer ofHippeau ~~the~~Acquisition ~~Company~~Corp. (the “~~Charter~~Company”) todetermined ~~(i) amend~~that ~~the~~if ~~date by which~~ the Company ~~must~~has ~~consummate~~not aconsummated ~~merger,~~an ~~capital~~initial ~~stock~~Business ~~exchange,~~Combination ~~asset~~(as ~~acquisition,~~defined ~~stock~~in ~~purchase, reorganization or similar business combination, which~~ the Company’s ~~refers~~Amended toand asRestated ~~its~~Certificate ~~initial~~of ~~business~~Incorporation, ~~combination~~as amended), ~~from~~by ~~March~~December 914, ~~2023~~2022 (the “~~Original~~ Termination Date”), tothe ~~such~~Company ~~other~~shall ~~date~~(i) cease asall ~~shall~~operations, beexcept ~~determined~~for by the ~~Company’s~~purpose ~~board~~ of ~~directors~~winding ~~and~~up; ~~publicly~~(ii) as ~~announced~~promptly byas ~~the~~reasonably ~~Company~~possible, ~~provided~~but ~~that~~not ~~such~~more ~~other date shall be no sooner~~ than ~~the~~ten ~~date~~business ofdays ~~the~~after ~~effectiveness of~~ the ~~Charter~~Termination ~~Amendment~~Date, ~~pursuant~~redeem to (the ~~General~~“Redemption”) ~~Corporation~~100% ~~Law~~ of the ~~State~~shares of ~~Delaware~~Class A ~~and~~Common noStock, ~~later~~par ~~than~~value ~~December 30~~$0.0001 per share, ~~2022~~of the Company (the “~~Amended~~Class A ~~Termination~~Common ~~Date~~Stock”), ~~(ii)~~sold ~~remove~~in the ~~Redemption~~Company’s ~~Limitation~~initial ~~(as~~public ~~defined~~offering in (the ~~Charter~~“IPO”), towhether ~~allow~~such ~~the Company to redeem 22,266,185~~ shares ofwere ~~Class A~~purchased ~~common~~in ~~stock,~~the ~~par~~IPO ~~value~~or ~~$0.0001~~in ~~per share (~~the ~~“Public~~secondary ~~Shares”)~~market ~~notwithstanding~~following the ~~fact~~IPO ~~that~~(including ~~such~~shares ~~redemption~~sold ~~would~~pursuant ~~result~~to in the ~~Company~~underwriters’ ~~having~~overallotment ~~net~~option, ~~tangible~~collectively, ~~assets~~the of“Public ~~less~~Shares”); ~~than $5,000,001,~~ and (iii) ~~allow~~as ~~the~~promptly ~~Company~~as toreasonably ~~remove~~possible upfollowing tothe ~~$100~~Redemption,~~000~~ ofsubject ~~interest~~to ~~earned on~~ the ~~amount~~approval onof ~~deposit in~~ the ~~trust~~remaining ~~account~~ stockholder(~~the “Trust Account”~~s) ~~established~~of ~~in connection with~~ the Company’s ~~initial~~and ~~public offering (~~the ~~“IPO”)~~Board ~~prior to redeeming the Public Shares~~ in ~~connection~~accordance with ~~the~~applicable ~~Special~~law, ~~Meeting~~dissolve ~~(as~~and ~~defined~~liquidate, ~~below)~~subject in ~~order~~each case to ~~pay~~the ~~dissolution expenses. The~~ Company’s ~~filed~~obligations under the ~~Charter~~Delaware ~~Amendment~~General ~~with~~Corporation ~~the~~Law ~~Secretary~~to ofprovide ~~State~~for claims of ~~the~~creditors ~~State~~and ofother ~~Delaware~~requirements onof ~~December 7,~~applicable ~~2022~~law.

On December 87, 2022, the Company ~~issued~~(i) notified athe ~~press~~Nasdaq ~~release,~~Stock aMarket ~~copy~~LLC (“Nasdaq”) of ~~which~~the isanticipated ~~attached~~Redemption, asliquidation ~~Exhibit~~and ~~99.1~~dissolution; toand ~~this~~(ii) requested ~~Current~~that ~~Report~~Nasdaq on(A) suspend ~~Form~~trading ~~8-K~~of ~~and~~the ~~incorporated~~Company’s ~~herein~~shares byof ~~reference~~Class A Common Stock effective before the opening of trading on December 14, ~~announcing~~2022, and (iB) file with the ~~approval~~Securities and ~~filing~~Exchange ofCommission (the ~~Charter~~“SEC”) ~~Amendment~~a Form 25 Notification of Removal from Listing and/or Registration (ii“Form 25”) ~~that~~ to delist and deregister the ~~Board~~Class A ofCommon ~~Directors~~Stock under Section 12(b) of the ~~Company~~Securities ~~has~~Exchange ~~set~~Act ~~December 14~~of 1934, ~~2022~~ as amended (the ~~Amended~~“Exchange ~~Termination~~Act”). ~~Date~~As a result, the Class A Common Stock will no longer be listed on Nasdaq.

OnThe ~~December 7, 2022, stockholders of the~~ Company ~~also~~expects ~~approved~~that anNasdaq ~~amendment~~will ~~(the~~file ~~“Trust~~Form ~~Agreement~~25 ~~Amendment”)~~with to the ~~Investment~~SEC ~~Management~~on ~~Trust~~or ~~Agreement,~~about ~~dated March~~December 414, ~~2021~~2022, byupon ~~and~~which ~~between~~the delisting of the Company’s ~~and~~Class A ~~Continental~~Common Stock ~~Transfer &~~will ~~Trust~~become ~~Company~~effective. ~~(“Continental”)~~Following (that, the ~~“Trust~~Company ~~Agreement”),~~intends to ~~change~~file ~~the~~a ~~date~~Form on15 ~~which~~Certification ~~Continental~~and ~~must~~Notice ~~commence~~of ~~liquidation~~Termination of Registration with the ~~Trust~~SEC, ~~Account~~requesting ~~established~~that inthe ~~connection~~Company’s ~~with~~reporting ~~the~~obligations ~~IPO~~under ~~from~~Sections 13 and 15(d) of the ~~Original~~Exchange ~~Termination~~Act ~~Date~~be terminated with respect to the ~~Amended~~Class A ~~Termination~~Common ~~Date~~Stock.

~~The~~In ~~foregoing~~connection ~~descriptions~~with of the ~~Charter~~foregoing ~~Amendment~~matters, ~~and~~ the ~~Trust~~Company ~~Agreement~~issued ~~Amendment~~a dopress ~~not~~release, ~~purport~~a tocopy beof ~~complete~~which ~~and~~is ~~are~~attached ~~qualified~~as inExhibit ~~their~~99.1 ~~entirety~~to bythis ~~reference~~Current toReport ~~Exhibits~~on ~~3.1~~Form ~~and 10.1~~8-K, ~~respectively,~~ which ~~are~~is incorporated herein by reference.

Item 58.0701. ~~Submission~~Other ~~of Matters to a Vote of Security Holders~~Events.

The information set forth in Item 3.0301 above of this Current Report on Form 8-K is incorporated ~~herein~~ by reference herein.

AtIn the ~~Company’s~~Redemption, ~~special~~the ~~meeting~~Public ofShares ~~stockholders~~will ~~held~~be onredeemed ~~December 7,~~at ~~2022~~a ~~(the~~per-share ~~“Special Meeting”)~~price, ~~the~~payable ~~following~~in ~~proposals~~cash, ~~were~~equal ~~considered~~to ~~and~~the ~~acted~~quotient ~~upon~~obtained by ~~the~~dividing ~~stockholders of the Company:~~ (aA) athe ~~proposal~~aggregate toamount ~~approve~~then ~~the~~on ~~Charter~~deposit ~~Amendment~~in (the ~~“Charter~~trust ~~Amendment~~account, ~~Proposal”);~~including interest (b)net aof ~~proposal~~taxes topayable ~~approve~~and ~~the~~to ~~Trust~~$100,000 ~~Agreement~~to ~~Amendment~~pay ~~(the~~dissolution ~~“Early~~expenses, ~~Termination~~which ~~Trust~~have ~~Amendment~~already ~~Proposal”~~been ~~and~~withdrawn) ~~together with~~ (the ~~Charter Amendment Proposal, the~~ “~~Amendment~~Redemption ~~Proposals~~Amount”);, ~~and~~by (cB) ~~a proposal to approve~~ the ~~adjournment~~total number of ~~the~~then ~~Special~~outstanding ~~Meeting~~Public ~~from~~Shares. ~~time~~The toRedemption ~~time~~will tocompletely ~~solicit~~extinguish ~~additional~~rights ~~proxies in favor~~ of the ~~Amendment~~holders ~~Proposals or if otherwise determined by the chairperson~~ of ~~the~~Public ~~Special~~Shares ~~Meeting to be necessary or appropriate~~ (~~the~~including ~~“Adjournment Proposal”). The number of votes cast for or against, as well as~~ the ~~number~~right ofto ~~abstentions~~receive asfurther toliquidating ~~each proposal~~distributions, ~~are~~if ~~set forth below~~any).

Following the redemptions in connection with the approval and implementation of the Company’s amendment to its Amended and Restated Certificate of Incorporation which was filed with the Secretary of State of the State of Delaware on December 7, 2022 and after taking into account withdrawals for taxes and dissolution expenses, the total amount held in the trust account was approximately $1,201,718. ~~Charter~~46, ~~Amendment~~and ~~Proposal~~a total of 119,083 Public Shares were outstanding. The Company estimates that the total Redemption Amount will be approximately $1,201,718.46, and the per-share Redemption Amount will be approximately $10.09.

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

Forward-Looking Statements

~~Accordingly~~This Current Report on Form 8-K includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the ~~Charter~~proposed ~~Amendment~~early ~~Proposal~~unwind, ~~was~~de-listing ~~approved~~of the Company’s Class A Common Stock, Redemption and Redemption Amount. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These forward-looking statements speak only as of the date of this Current

2 Report on Form 8-K, and the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. ~~Early~~ ~~Termination~~Please ~~Trust~~refer ~~Amendment~~to ~~Proposal~~the publicly filed documents of the Company, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, for risks and uncertainties related to the Company’s business which may affect the statements made in this communication.

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

ExhibitNo.		Description
3.1		Certificate of Amendment of Amended and Restated Certificate of Incorporation
99.1		Press Release dated December 9, 2022
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: December 8, 2022	By:	/s/ Eric Hippeau
Date: December 9, 2022	By:	/s/ Eric Hippeau
	Name:	Eric Hippeau
	Title:	Chief Executive Officer

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