0001731122-21-001979.txt : 20211116 0001731122-21-001979.hdr.sgml : 20211116 20211116194443 ACCESSION NUMBER: 0001731122-21-001979 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211116 FILED AS OF DATE: 20211116 DATE AS OF CHANGE: 20211116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Traboulsi Djemi CENTRAL INDEX KEY: 0001744192 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41071 FILM NUMBER: 211417942 MAIL ADDRESS: STREET 1: C/O LF CAPITAL ACQUISITION CORP STREET 2: 600 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Farhat Elias CENTRAL INDEX KEY: 0001744195 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41071 FILM NUMBER: 211417943 MAIL ADDRESS: STREET 1: C/O LF CAPITAL ACQUISITION CORP STREET 2: 600 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Level Field Management II, LLC CENTRAL INDEX KEY: 0001893669 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41071 FILM NUMBER: 211417944 BUSINESS ADDRESS: STREET 1: 1909 WOODALL RODGERS FREEWAY STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214 741 6105 MAIL ADDRESS: STREET 1: 1909 WOODALL RODGERS FREEWAY STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Level Field Partners II, LLC CENTRAL INDEX KEY: 0001857203 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41071 FILM NUMBER: 211417945 BUSINESS ADDRESS: STREET 1: 1909 WOODALL RODGERS FREEWAY STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-740-6105 MAIL ADDRESS: STREET 1: 1909 WOODALL RODGERS FREEWAY STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Level Field Capital II, LLC CENTRAL INDEX KEY: 0001893352 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41071 FILM NUMBER: 211417946 BUSINESS ADDRESS: STREET 1: 1909 WOODALL RODGERS FREEWAY STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214 741 6105 MAIL ADDRESS: STREET 1: 1909 WOODALL RODGERS FREEWAY STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LF Capital Acquisition Corp. II CENTRAL INDEX KEY: 0001851266 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 862195674 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1909 WOODALL RODGERS FREEWAY STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: (214) 741-6105 MAIL ADDRESS: STREET 1: 1909 WOODALL RODGERS FREEWAY STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75201 3 1 ownership.xml X0206 3 2021-11-16 0 0001851266 LF Capital Acquisition Corp. II LFACU 0001893352 Level Field Capital II, LLC C/O LF CAPITAL ACQUISITION CORP. II 1909 WOODALL RODGERS FREEWAY, SUITE 500 DALLAS TX 75201 0 0 1 0 0001857203 Level Field Partners II, LLC C/O LF CAPITAL ACQUISITION CORP. II 1909 WOODALL RODGERS FREEWAY, SUITE 500 DALLAS TX 75201 0 0 1 0 0001893669 Level Field Management II, LLC C/O LF CAPITAL ACQUISITION CORP. II 1909 WOODALL RODGERS FREEWAY, SUITE 500 DALLAS TX 75201 0 0 1 0 0001744195 Farhat Elias C/O LF CAPITAL ACQUISITION CORP. II 1909 WOODALL RODGERS FREEWAY, SUITE 500 DALLAS TX 75201 1 1 1 0 EXECUTIVE CHAIRMAN 0001744192 Traboulsi Djemi C/O LF CAPITAL ACQUISITION CORP. II 1909 WOODALL RODGERS FREEWAY, SUITE 500 DALLAS TX 75201 1 0 1 0 Class B Common Stock, par value $0.0001 per share Class A Common Stock, par value $0.0001 per share 6468750 D Level Field Capital II, LLC (the "Sponsor") directly owns 6,468,750 shares of Class B common stock, par value $0.0001 per share (the "Class B Shares"), of LF Capital Acquisition Corp. II (the "Issuer"), including 843,750 Class B Shares that are subject to forfeiture if the underwriter of the Issuer's initial public offering does not exercise in full an option granted to it to cover over-allotments. Such Class B Shares have no expiration date and (i) are convertible into shares of Class A common stock, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-260541). Level Field Partners II, LLC ("Level Field Partners") is the managing member of the Sponsor. Level Field Management II, LLC ("Level Field Management") is the managing member of Level Field Partners. Level Field Management is managed by its two members, Elias Farhat and Djemi Traboulsi. As such, Mr. Farhat and Mr. Traboulsi may be deemed to share beneficial ownership of the Class B Shares held directly by the Sponsor. Mr. Farhat and Mr. Traboulsi disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Exhibit 24.1 Power of Attorney /s/ Elias Farhat, Authorized Signatory for the Sponsor, Level Field Partners and Level Field Management 2021-11-16 /s/ Djemi Traboulsi, Authorized Signatory for the Sponsor, Level Field Partners and Level Field Management 2021-11-16 /s/ Elias Farhat 2021-11-16 /s/ Djemi Traboulsi 2021-11-16 EX-24.1 2 e3285_ex24-1.htm EXHIBIT 24.1

 

 

Exhibit 24.1

 

POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Alberto Bianchinotti, Elias Farhat and Scott Reed, and each of them acting individually, as the undersigned’s true and lawful attorneys-in-fact to:

 

1.                   Execute for and on behalf of the undersigned Forms 3, 4 and 5 relating to the undersigned’s holdings of and transactions in securities issued by LF Capital Acquisition Corp. II (the “Company”) in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder and Schedules 13D and 13G in accordance with Section 13 of the Exchange Act and the rules thereunder;

 

2.                   Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Form 3, 4 or 5 or Schedule 13D or Schedule 13G and the timely filing of such form with the United States Securities and Exchange Commission and any other authority, including Nasdaq; and

 

3.                   Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 or Schedules 13D or 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

 

 

 

IN WITNESS WHEREOF, the undersigned caused this Power of Attorney to be executed as of this 16th day of November, 2021.

 

  LEVEL FIELD CAPITAL II, LLC
  By: Level Field Partners II, LLC,
its managing member
     
  By: Level Field Management II, LLC,
its managing member
   
  /s/ Elias Farhat
  Name: Elias Farhat
  Title: Member
   
  /s/ Djemi Traboulsi
  Name: Djemi Traboulsi
  Title: Member
   
  LEVEL FIELD PARTNERS II, LLC
   
  By: Level Field Management II, LLC,
    its managing member
   
  /s/ Elias Farhat
  Name: Elias Farhat
  Title: Member
  /s/ Djemi Traboulsi
  Name: Djemi Traboulsi
  Title: Member
   
  LEVEL FIELD MANAGEMENT II, LLC
   
  /s/ Elias Farhat
  Name: Elias Farhat
  Title: Member
   
  /s/ Djemi Traboulsi
  Name: Djemi Traboulsi
  Title: Member
   
  ELIAS FARHAT
  /s/ Elias Farhat
  Name: Elias Farhat
   
  DJEMI TRABOULSI
  /s/ Djemi Traboulsi
  Name: Djemi Traboulsi