UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 SCHEDULE 14A

Information Required in Proxy Statement

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. 1)

Check the appropriate box: 

LF CAPITAL ACQUISITION CORP.

(Name of Registrant as Specified In Its Charter)

 (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

LF CAPITAL ACQUISITION CORP.

600 Madison Avenue

Suite 1802

New York, NY 10022

Dear Stockholders and warrant holders of LF Capital Acquisition Corp.:

For those stockholders of the LF Capital Acquisition Corp., a Delaware corporation (“we,” “us,” “our” or the “Company”), we cordially invite you to attend a special meeting in lieu of the 2020 annual meeting of the stockholders of LF Capital Acquisition Corp., a Delaware corporation (“we,” “us,” “our” or the “Company”), which will be held on [·] at [·] local time (the “Special Meeting”). The Special Meeting is a virtual stockholder meeting conducted exclusively via a live audio webcast at https://www.cstproxy.com/lfcapitalacquisitioncorp/2020.

For those warrant holders of the Company (“warrant holders”), we cordially invite you to attend a special meeting of the warrant holders of the Company, which will be held on [·] at [·] local time (the “Warrant Holders Meeting”). The Warrant Holders Meeting is a virtual stockholder meeting conducted exclusively via a live audio webcast at https://www.cstproxy.com/lfcapitalacquisitioncorp/2020.

On August 31, 2020, the Company, LFCA Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Merger Sub”), Landsea Homes Incorporated, a Delaware corporation (“Landsea”), and Landsea Holdings Corporation, a Delaware corporation (the “Seller”), entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), which provides for, among other things, the merger of Merger Sub with and into Landsea, with Landsea continuing as the surviving corporation (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). As a result of the Merger, the Company will own 100% of the outstanding common stock of Landsea. Our publicly-traded Class A Stock, public warrants and public units (which are comprised of one share of Class A Stock and one public warrant) are currently listed on the Nasdaq Capital Market (“Nasdaq”) under the symbols “LFAC,” “LFACW” and “LFACU,” respectively. We intend to apply to continue the listing of our publicly-traded Class A Stock, public warrants and units on Nasdaq under the symbols “LSEA,” “LSEAW” and “LSEAU,” respectively, upon the closing of the Business Combination.

At the Special Meeting, Company stockholders will be asked to consider and vote upon the following proposals:

At the Warrant Holder Meeting, warrant holders will be asked to consider and vote upon the following proposals:

Each of the Special Meeting and Warrant Holder Meeting proposals is more fully described in this proxy statement, which each stockholder and warrant holder is encouraged to read carefully.

We are providing the accompanying proxy statement and proxy cards to our stockholders and warrant holders in connection with the solicitation of proxies to be voted at the Special Meeting and Warrant Holder Meeting, as applicable, and at any adjournments or postponements thereof. Information about the Special Meeting and Warrant Holder Meeting, and the proposals to be considered by the Company’s stockholders and warrant holders is included in this proxy statement. Whether or not you plan to attend the Special Meeting and/or the Warrant Holder Meeting, as applicable, we urge all stockholders and warrant holders to read this proxy statement, including the Annexes and the accompanying financials statements of the Company and Landsea, carefully and in their entirety. In particular, we urge you to read carefully the section entitled “Risk Factors” beginning on page [·] of this proxy statement.

After careful consideration, our Board has unanimously approved the Merger Agreement and the transactions contemplated therein, and unanimously recommends that our stockholders vote “FOR” adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the Business Combination, and that our stockholders and warrant holders, as applicable, vote “FOR” all other proposals presented to our stockholders and warrant holders in the accompanying proxy statement. When you consider the Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Business Combination that may conflict with your interests. Please see the section entitled “Proposal No. 1—Approval of the Business Combination—Interests of Certain Persons in the Business Combination” for additional information.

Your vote is very important. Whether or not you plan to attend the Special Meeting and/or Warrant Holder Meeting, as applicable, please vote as soon as possible by following the instructions in this proxy statement to make sure that your shares and/or warrants are represented at the Special Meeting and/or Warrant Holder Meeting, as applicable. If you hold your shares, units or warrants in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares and/or warrants are represented and voted at the Special Meeting and/or Warrant Holder Meeting, as applicable.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting virtually, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If you are a stockholder of record and you attend the Special Meeting and wish to vote virtually, you may withdraw your proxy and vote virtually at the Special Meeting.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT THE COMPANY REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO THE COMPANY’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT SUCH MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of our Board, I would like to thank you for your support of LF Capital Acquisition Corp. and look forward to a successful completion of the Business Combination.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement is dated [·], 2020 and is expected to be first mailed to Company stockholders on or about [·], 2020.

Notice of SPECIAL Meeting IN LIEU OF 2020 ANNUAL MEETING of STOCKHOLDERS OF LF CAPITAL ACQUISITION CORP.

TO BE HELD [·], 2020

To the Stockholders of LF Capital Acquisition Corp.:

NOTICE IS HEREBY GIVEN that a special meeting in lieu of 2020 annual meeting of the stockholders of LF Capital Acquisition Corp., a Delaware corporation (the “Company”), will be held on [·] at [·] local time (the “Special Meeting”). The Special Meeting is a virtual stockholder meeting conducted exclusively via a live audio webcast at https://www.cstproxy.com/lfcapitalacquisitioncorp/2020.

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Special Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Special Meeting, the chair or secretary of the Special Meeting will convene the meeting at [·] on the date specified above and at [·] solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement at https://www.cstproxy.com/lfcapitalacquisitioncorp/2020.

You are cordially invited to attend the Special Meeting to conduct the following items of business:

The above matters are more fully described in this proxy statement, which also includes, as Annex A, a copy of the Merger Agreement. We urge you to read carefully this proxy statement in its entirety, including the Annexes and accompanying financial statements of the Company and Landsea.

The record date for the Special Meeting is [·], 2020. Only stockholders of record at the close of business on that date may vote at the Special Meeting or any adjournment thereof. A complete list of our stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

To be admitted to the virtual Special Meeting, go to the webcast URL and enter your unique 12-digit control number. Stockholders participating in the virtual meeting will be in a listen-only mode and will not be able to speak during the webcast. However, in order to maintain the interactive nature of the virtual meeting, virtual attendees will be able to submit questions before and during the meeting through the virtual meeting portal by typing in the “Submit a question” box. You may vote during the Special Meeting by following the instructions available on the meeting website during the meeting. For technical assistance during the meeting, you can contact Continental Stock Transfer for assistance at (917) 262-2373, or via email at proxy@continentalstock.com.

The LF Capital Restricted Stockholders, other than the BlackRock Holders, are parties to a voting and support agreement pursuant to which they have agreed to vote their Founder Shares and any public shares purchased during or after our IPO in favor of our Business Combination. As of September 17, 2020, our LF Capital Restricted Stockholders, other than the BlackRock Holders, own approximately 22.6% of our issued and outstanding shares of Common Stock.

Pursuant to our current certificate of incorporation, we will provide our public stockholders with the opportunity to redeem, upon the closing of the Business Combination, shares of the Company’s Class A Stock, par value $0.0001 per share (the “Class A Stock”) then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the Business Combination) in our Trust Account that holds the proceeds (including interest not previously released to the Company to fund regulatory compliance requirements and other costs related thereto and/or to pay its franchise and income taxes) of our IPO (the “Trust Account”). The per-share amount we will distribute to our stockholders who properly redeem their shares will not be reduced by the deferred underwriting commission totaling $5,433,750 that we will pay to the underwriters of our IPO, as well as other transaction expenses incurred in connection with the Business Combination. For illustrative purposes, based on the fair value of investment securities held in our Trust Account of $129,126,990.62 as of September 17, 2020, the estimated per share redemption price would have been approximately $10.57 (after giving effect to redemptions in connection with the Business Combination Extension). Public stockholders may elect to redeem their shares even if they vote “FOR” the Business Combination. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 20% of the shares of Common Stock included in the units sold in our IPO. We have no specified maximum redemption threshold under our current certificate of incorporation, other than the aforementioned 20%. Each redemption of shares of Class A Stock by our public stockholders will reduce the amount in our Trust Account, which held investment securities with a fair value of $129,126,990.62 as of September 17, 2020 (after giving effect to redemptions in connection with the Business Combination Extension). The Merger Agreement provides that the Seller’s and Landsea’s obligation to consummate the Business Combination is conditioned on the amount in the Trust Account equaling or exceeding $90,000,000 after taking into account the aggregate amount of Class A Stock redemptions and the aggregate amount of any unpaid Company Transaction Costs and Parent Transaction Costs (each as defined therein). These conditions to closing in the Merger Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of Class A Stock by our public stockholders, these conditions are not met (or waived), then the Seller and Landsea may elect not to consummate the Business Combination. In addition, in no event will we redeem shares of our Class A Stock in an amount that would result in the Company’s failure to have net tangible assets in excess of $5,000,000. Holders of our outstanding public warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying proxy statement assumes that none of our public stockholders exercise their redemption rights with respect to their shares of Class A Stock.

Our LF Capital Restricted Stockholders, other than the BlackRock Holders, have agreed to waive their redemption rights with respect to any shares of our Common Stock they may hold in connection with the consummation of the Business Combination, and the Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Our LF Capital Restricted Stockholders have also agreed to waive their conversion rights with respect to any Founder Shares they may hold in connection with the consummation of the Business Combination. Our LF Capital Restricted Stockholders, other than the BlackRock Holders are parties to a voting and support agreement pursuant to which they have agreed to vote any shares of the Company’s Common Stock owned by them in favor of the Business Combination and the proposals contemplated hereunder. As of September 17, 2020, our LF Capital Restricted Stockholders, other than the BlackRock Holders, own approximately 22.6% of our issued and outstanding shares of Common Stock.

Unless waived by the parties to the Merger Agreement, the closing of the Business Combination is conditioned on the approval of the Business Combination Proposal, the Nasdaq Proposal and the Charter Approval Proposal at the Special Meeting. Each of the proposals at the Special Meeting, other than the Governance Proposals, Director Election Proposal and the Adjournment Proposal, is conditioned on the approval of the Business Combination Proposal, the Nasdaq Proposal and the Charter Approval Proposal. The Governance Proposals, the Director Election Proposal and the Adjournment Proposal are not conditioned on the approval of any other proposal set forth in this proxy statement. 

The presence, virtually or by proxy, at the Special Meeting of the holders of shares of outstanding Common Stock of the Company representing a majority of the voting power of all outstanding shares of Common Stock entitled to vote at the Special Meeting shall constitute a quorum in order to conduct business at the Special Meeting. Approval of each of the Business Combination Proposal, the Nasdaq Proposal, the Governance Proposals, the Incentive Plan Proposal, and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of our outstanding shares of Common Stock represented virtually or by proxy and entitled to vote thereon at the Special Meeting. Approval of the Charter Approval Proposal requires the affirmative vote of holders of a majority of our outstanding shares of Common Stock entitled to vote thereon at the Special Meeting. Directors in the Director Election Proposal are elected by a plurality of the votes cast by the holders of our outstanding shares of Common Stock represented virtually or by proxy and entitled to vote thereon at the Special Meeting; this means that the two individuals nominated for election to the Board who receive the most “FOR” votes will be elected. The Board unanimously recommends that you vote “FOR” each of these proposals.

New York, New York

[·], 2020

NOTICE OF MEETING OF WARRANT HOLDERS OF LF CAPITAL ACQUISITION CORP.

TO BE HELD [·], 2020

To the holders of warrants of LF Capital Acquisition Corp.:

NOTICE IS HEREBY GIVEN that a meeting of the holders of public warrants of LF Capital Acquisition Corp., a Delaware corporation (the “Company”), will be held on [·] at [·] local time (the “Warrant Holders Meeting”). The Warrant Holders Meeting is a virtual stockholder meeting conducted exclusively via a live audio webcast at https://www.cstproxy.com/lfcapitalacquisitioncorp/2020.

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Warrant Holders Meeting to satisfy the requirements for a meeting of warrant holders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Warrant Holders Meeting, the chair or secretary of the Warrant Holders Meeting will convene the meeting at [·] on the date specified above and at [·] solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement at https://www.cstproxy.com/lfcapitalacquisitioncorp/2020.

You are cordially invited to attend the Warrant Holders Meeting to conduct the following items of business:

The above matters are more fully described in this proxy statement, which also includes as Annex M the substantive text of the Warrant Amendment. We urge you to read carefully this proxy statement in its entirety, including the Annexes and accompanying financial statements of the Company and Landsea.

The record date for the Warrant Holders Meeting is [·], 2020. Only holders of record of the public warrants of the Company at the close of business on that date may vote at the Warrant Holders Meeting or any adjournment thereof. A complete list of our warrant holders of record entitled to vote at the Warrant Holders Meeting will be available for ten days before the Warrant Holders Meeting at our principal executive offices for inspection by warrant holders during ordinary business hours for any purpose germane to the Warrant Holders Meeting. There are currently 15,525,000 public warrants outstanding and 7,760,000 Private Placement Warrants outstanding.

To be admitted to the virtual Warrant Holder Meeting, go to the webcast URL and enter your unique 12-digit control number. You may vote during the Warrant Holder Meeting by following the instructions available on the meeting website during the meeting. Warrant holders participating in the virtual meeting will be in a listen-only mode and will not be able to speak during the webcast. However, in order to maintain the interactive nature of the virtual meeting, virtual attendees will be able to submit questions before and during the meeting through the virtual meeting portal by typing in the “Submit a question” box. For technical assistance during the meeting, you can contact Continental Stock Transfer for assistance at (917) 262-2373, or via email at proxy@continentalstock.com.

The approval of the Warrant Amendment Proposal requires the affirmative vote “FOR” the proposal by the holders of at least 65% of the outstanding public warrants entitled to vote at the Warrant Holders Meeting on the Warrant Amendment Proposal. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will count as a vote cast “AGAINST” the Warrant Amendment Proposal. The approval of the Warrant Holders Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of the Company public warrants present virtually or represented by proxy and entitled to vote at the Warrant Holders Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Warrant Holders Meeting and will have no effect on the outcome on the Warrant Holders Adjournment Proposal.

If the Company does not consummate the Business Combination and fails to complete an initial business combination by December 22, 2020, unless the Company seeks and receives stockholder approval for an amendment to its amended and restated certificate of incorporation extending the December 22, 2020 date to a later date, the Company will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to its public stockholders, and the warrants would expire worthless. The Board unanimously recommends that you vote “FOR” each of these proposals.

New York, New York

Table of Contents

SUMMARY TERM SHEET

This summary term sheet, together with the sections entitled “Questions and Answers About the Proposals for Stockholders” and “Summary of the Proxy Statement,” summarizes certain information contained in this proxy statement, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement, including the attached Annexes, for a more complete understanding of the matters to be considered at the Special Meeting and Warrant Holder Meeting. In addition, for definitions used commonly throughout this proxy statement, including this summary term sheet, please see the section entitled “Frequently Used Terms.”

Please see the sections entitled “Proposal No. 1—Approval of the Business Combination,” “Proposal No. 2—Approval of the Issuance of More than 20% of the Company’s Issued and Outstanding Common Stock in Connection with the Business Combination,” “Proposal No. 3—Approval of the Second Amended and Restated Certificate of Incorporation,” “Proposal No. 4—Approval of Certain Governance Provisions in the Second Amended and Restated Certificate of Incorporation,” “Proposal No. 5—Election of Directors to the Board of Directors,” “Proposal No. 6—Approval of the Incentive Plan, Including the Authorization of the Initial Share Reserve under the Incentive Plan,” and “Proposal No. 7—The Adjournment Proposal.” Unless waived by the parties to the Merger Agreement, the closing of the Business Combination is conditioned on the approval of the Business Combination Proposal, the Nasdaq Proposal and the Charter Approval Proposal at the Special Meeting. Each of the proposals at the Special Meeting, other than the Governance Proposals, Director Election Proposal and the Adjournment Proposal, is conditioned on the approval of the Business Combination Proposal, the Nasdaq Proposal and the Charter Approval Proposal. The Governance Proposals, the Director Election Proposal and the Adjournment Proposal are not conditioned on the approval of any other proposal set forth in this proxy statement.

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” the “Company” and “LF Capital” refer to LF Capital Acquisition Corp., and the term “post-combination company” refers to the Company following the consummation of the Business Combination.

In this proxy statement:

“BlackRock Holders” means BlackRock Credit Alpha Master Fund L.P. and HC NCBR Fund.

“Board” means the board of directors of the Company.

“Business Combination” means the transactions contemplated by the Merger Agreement, including the merger of Merger Sub with and into Landsea, with Landsea continuing as the surviving corporation.

“Business Combination Extension” means the amendment to the Company’s amended certificate of incorporation to extend the date by which the company has to consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses from September 22, 2020 to December 22, 2020.

“Class A Stock” means the shares of Class A Stock, par value $0.0001 per share, of the Company, as well as the common stock, par value $0.0001 per share of the post-combination company.

“Class B Stock” means the shares of Class B Common Stock, par value $0.0001 per share, of the Company.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Stock” means the shares of common stock, par value $0.0001 per share, of the Company, consisting of Class A Stock and Class B Stock, as well as the shares of common stock, par value $0.0001 per share of the post-combination company.

“Company” means LF Capital Acquisition Corp., a Delaware corporation. After the Business Combination, the Company will mean Landsea Homes Corporation.

“Convertible Note” means that certain Convertible Promissory Note, dated March 4, 2019, as amended, by and between Sponsor and the Company.

“current certificate of incorporation” or “current certificate” means our Amended and Restated Certificate of Incorporation, dated June 19, 2018, as amended to date.

“DGCL” means the General Corporation Law of the State of Delaware.

“Dechert” means Dechert LLP, counsel to the Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Forward Purchase and Subscription Agreement” means those certain agreements entered into by FPSA Investors, the Company, and the Sponsor, on August 31, 2020, a form of which is attached hereto as Annex N.

“Forward Purchase Transaction” means, collectively, the transactions contemplated by the Forward Purchase and Subscription Agreements.

“Founder Shares” means the 3,881,250 shares of Class B Stock, of which 3,578,250 shares are held by our Sponsor, 243,000 shares are held by the BlackRock Holders, and 60,000 shares are collectively held by James Erwin, Karen Wendel, and Gregory Wilson.

“FPSA Investors” means those investors who have executed a Forward Purchase and Subscription Agreement

“Gibson Dunn” means Gibson, Dunn & Crutcher LLP, counsel to Seller and Landsea.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Incentive Plan” means the Landsea Homes Corporation 2020 Stock Incentive Plan, in the form attached as Annex F to this proxy statement, effective at the closing of the Business Combination.

“Investor Representation Letter” means that certain investor representation letter, a copy of which is attached hereto as Annex E, whereby, among other things, the Seller will represent to the Company that it is an accredited investor and is otherwise qualified to receive the Stock Consideration pursuant to a private placement effected in reliance on the exemption from the registration requirements of the Securities Act, provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated under the Securities Act, and exemptions from the qualification requirements of applicable state law.

“IPO” means the Company’s initial public offering, consummated on June 22, 2018, through the sale of 15,525,000 public units (including 2,025,000 units sold pursuant to the underwriters’ exercise of their over-allotment option) at $10.00 per unit.

“Landsea” means Landsea Homes Incorporated, a Delaware corporation, and additionally, when such term is used in reference to rights, obligations or covenants under the Merger Agreement, Landsea Homes Incorporated’s subsidiaries. Concurrent with the consummation of the Business Combination, Landsea will change its name to Landsea Homes US Corporation.

“LF Capital Restricted Stockholders” means those persons holding Founder Shares.

“License Agreement” means that certain agreement by and between an affiliate of the Seller (“Licensor”), the Company, and each of the Company’s greater than 50% owned subsidiaries (the “Licensees”), pursuant to which, the Licensor will agree, among other things, to grant the Licensees an exclusive license to use the “Landsea” trademark in connection with the “domestic homebuilding business” (as such term is defined in the Stockholder’s Agreement), subject to certain usage standards and the Seller indirectly owning, together with its affiliates, more than 6% of the post-combination company’s Class A Stock, in each case on terms and subject to the conditions set forth therein

“Lock-up Agreements” mean, collectively, those agreements entered into as of the consummation of the Business Combination by each of the Sponsor and the Seller, on the one hand, and the Company on the other hand, whereby each of Sponsor and Seller have agreed to certain transfer restrictions with respect to their Class A Stock for up to one year, subject to certain exceptions provided for therein.

“Merger Agreement” means that certain Agreement and Plan of Merger, dated as of August 31, 2020 (as it may be amended from time to time), by and among the Company, Merger Sub, Landsea and the Seller.

“Merger Sub” means LFCA Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company.

“Nasdaq” means the Nasdaq Capital Market.

“post-combination company” means the Company upon consummation of the Business Combination, which will be renamed Landsea Homes Corporation.

“Private Placement Warrants” means those warrants issued to our Sponsor and the BlackRock Holders in a private placement on the IPO closing date.

“Promissory Note” means that certain Promissory Note, dated July 16, 2020, by and between Sponsor and the Company.

“public shares” means shares of Class A Stock included in the units issued in the Company’s IPO.

“public stockholders” means holders of public shares, including our LF Capital Restricted Stockholders to the extent our LF Capital Restricted Stockholders hold public shares, provided, that our LF Capital Restricted Stockholders will be considered a “public stockholder” only with respect to any public shares held by them.

“public units” or “units” means one share of Class A Stock and one public warrant of the Company, whereby each public warrant entitles the holder thereof to purchase one share of Class A Stock at an exercise price of $11.50 per share of Class A Stock, sold in the IPO.

“public warrants” means the warrants included in the units issued in the Company’s IPO, each of which is exercisable for one share of Class A Stock, in accordance with its terms.

“PwC” means PricewaterhouseCoopers, LLP, Landsea’s independent registered public accounting firm.

“record date” means, with respect to Class A Stock, [·], 2020, and with respect to public warrants, [·], 2020.

“Related Agreements” means, collectively, the Stockholders Agreement, the Investor Representation Letter, the Lock-up Agreements, and the License Agreement.

“SEC” means the United States Securities and Exchange Commission.

“Second Amended and Restated Bylaws” means the proposed Second Amended and Restated Bylaws of the Company, a form of which is attached hereto as Annex C, which will become the post-combination company’s bylaws upon consummation of the Business Combination.

“Second Amended and Restated Certificate of Incorporation” means the proposed Second Amended and Restated Certificate of Incorporation of the Company, a form of which is attached hereto as Annex B, which will become the post-combination company’s certificate of incorporation if the Charter Approval Proposal is approved, assuming the consummation of the Business Combination.

“Seller” means Landsea Holdings Corporation, a Delaware corporation, and the sole stockholder of Landsea.

“Securities Act” means the Securities Act of 1933, as amended.

“Special Meeting” means the special meeting in lieu of the 2020 annual meeting of the stockholders of the Company that is the subject of this proxy statement.

“Sponsor” means Level Field Capital, LLC, a Delaware limited liability company.

“Stock Consideration” means the Company Class A Stock to be issued to the Seller pursuant to the transactions contemplated by the Merger Agreement.

“Stockholders Agreement” means the Stockholders Agreement, substantially in the form attached as Annex D to this proxy statement, which Seller and the Company will enter into at the closing of the Business Combination.

“Transfer Agent” means Continental Stock Transfer & Trust Company.

“Trust Account” means the trust account of the Company that holds the proceeds from the Company’s IPO.

“Trustee” means Continental Stock Transfer & Trust Company.

“warrants” means the public warrants and Private Placement Warrants.

“Warrant Agent” means Continental Stock Transfer & Trust Company.

“Whole Board” means the total number of authorized directors of the post-combination company whether or not there exists any vacancies in previously authorized directorships.

“Working Capital Loans” means loans from our Sponsor or an affiliate of the Sponsor, or certain of our officers or directors, to finance transaction costs in connection with an initial business combination, including the working capital loans issued pursuant to the Convertible Note and the Promissory Note.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Special Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to our stockholders. We urge stockholders to read carefully this entire proxy statement, including the Annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Special Meeting, which will be held on [·] at [·] Eastern Time at [·]. The Special Meeting is a virtual stockholder meeting conducted exclusively via a live audio webcast at https://www.cstproxy.com/lfcapitalacquisitioncorp/2020.

This proxy statement and its Annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. You should read this proxy statement and its Annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement and its Annexes.

To be admitted to the virtual Special Meeting, go to the webcast URL address and enter your unique 12-digit control number. Registered stockholders received a notice and access instruction form or proxy card from Continental Stock Transfer. Both forms contain instructions on how to attend the virtual annual meeting, along with your control number. Beneficial investors, who own their investments through a bank or broker, will need to contact Continental Stock Transfer to receive a control number. If you do not have your control number, contact Continental Stock Transfer at (917) 262-2373, or via email at proxy@continentalstock.com.

You can pre-register to attend the virtual meeting starting [●], 2020 at [●] Eastern Time. To pre-register, enter the webcast URL address into your browser and enter your control number, name and email address. Once you pre-register, you may vote during the Special Meeting by following the instructions available on the meeting website during the meeting. Stockholders participating in the virtual meeting will be in a listen-only mode and will not be able to speak during the webcast. However, in order to maintain the interactive nature of the virtual meeting, virtual attendees will be able to submit questions before and during the meeting through the virtual meeting portal by typing in the “Submit a question” box. For technical assistance during the meeting, you can contact Continental Stock Transfer for assistance at 917-262-2373, or via email at proxy@continentalstock.com.

If you do not have internet capabilities, you can listen only to the meeting by dialing +1 (888) 965-8995 (toll-free), outside the U.S., and Canada +1 (415) 655-0243 (standard rates apply). When prompted enter the pin number 74260910#. The telephone line will be listen-only, and you will not be able to vote or enter questions during the meeting via telephone.

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Special Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Special Meeting, the chair or secretary of the Special Meeting will convene the meeting at [·] on the date specified above and at [·] solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement at https://www.cstproxy.com/lfcapitalacquisitioncorp/2020.

In connection with the Business Combination, we expect to issue (i) 32,557,303 shares of Class A Stock to the Seller pursuant to the terms of the Merger Agreement and (ii) up to 224,550 shares of Class A Stock to FPSA Investors pursuant to the Forward Purchase Transaction. Because we may issue 20% or more of our outstanding Common Stock, we are required to obtain stockholder approval of such issuance pursuant to Nasdaq Listing Rules 5635(a), (b) and (d). For more information, please see the section entitled “Proposal No. 2—Approval of the Issuance of More than 20% of the Company’s Issued and Outstanding Common Stock in Connection with the Business Combination.”

Upon consummation of the Business Combination, our Board anticipates increasing its size from eight (8) directors to nine (9) directors, with the directors serving until the post-combination company’s annual meeting of stockholders in 2021 and the election and qualification of their respective successors, or until their earlier resignation, removal or death. Please see the sections entitled “Proposal No. 3—Approval of the Second Amended and Restated Certificate of Incorporation” and “Management After the Business Combination” for additional information.

The approval of the Charter Approval Proposal requires the affirmative vote of holders of a majority of the voting power of our outstanding shares of Common Stock entitled to vote thereon at the Special Meeting. Accordingly, a Company stockholder’s failure to vote by proxy or to vote virtually at the Special Meeting, as well as an abstention from voting and a broker non-vote will have the same effect as a vote “AGAINST” such Charter Approval Proposal.

Directors are elected by a plurality of the votes cast by the holders of our outstanding shares of Common Stock represented virtually or by proxy and entitled to vote thereon at the Special Meeting. This means that the two director nominees who receive the most affirmative votes will be elected. Stockholders may not cumulate their votes with respect to the election of directors. Assuming a valid quorum is established, a Company stockholder’s failure to vote by proxy or to vote virtually at the Special Meeting and abstentions and broker non-votes will have no effect on the election of directors pursuant to the Director Election Proposal.

In considering the recommendation of our Board to vote in favor of the Business Combination, stockholders should be aware that aside from their interests as stockholders, our Sponsor and certain members of our Board and officers may have interests in the Business Combination that are different from, or in addition to, those of other stockholders generally. Our Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination, and in recommending to stockholders that they approve the Business Combination. Stockholders should take these interests into account in deciding whether to approve the Business Combination. Please see the section entitled “Proposal No. 1—Approval of the Business Combination — Interests of Certain Persons in the Business Combination” for additional information.

Voting by Mail.  By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Special Meeting in the manner you indicate. We encourage you to sign and return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by [·] Eastern Time on [·].

Voting at the Virtual Meeting.  The Special Meeting is a virtual stockholder meeting conducted exclusively via a live audio webcast at https://www.cstproxy.com/lfcapitalacquisitioncorp/2020. To be admitted to the virtual Special Meeting, go to the webcast URL and enter your unique 12-digit control number. Registered stockholders received a notice and access instruction form or proxy card from Continental Stock Transfer. Both forms contain instructions on how to attend the virtual annual meeting, along with your control number. Beneficial investors, who own their investments through a bank or broker, will need to contact Continental Stock Transfer to receive a control number. If you do not have your control number, contact Continental Stock Transfer at (917) 262-2373, or via email at proxy@continentalstock.com. For additional information, please see the section entitled “Special Meeting in Lieu of 2020 Annual Meeting of Company Stockholders.”

You can pre-register to attend the virtual meeting starting [●], 2020 at [●] Eastern Time. To pre-register, enter the webcast URL address into your browser and enter your control number, name and email address. Once you pre-register, you may vote during the Special Meeting by following the instructions available on the meeting website during the meeting. Stockholders participating in the virtual meeting will be in a listen-only mode and will not be able to speak during the webcast. However, in order to maintain the interactive nature of the virtual meeting, virtual attendees will be able to submit questions before and during the meeting through the virtual meeting portal by typing in the “Submit a question” box. For technical assistance during the meeting, you can contact Continental Stock Transfer for assistance at 917-262-2373, or via email at proxy@continentalstock.com.

If you do not have internet capabilities, you can listen only to the meeting by dialing +1 (888) 965-8995 (toll-free), outside the U.S., and Canada +1 (415) 655-0243 (standard rates apply). When prompted enter the pin number 74260910#. The telephone line will be listen-only, and you will not be able to vote or enter questions during the meeting via telephone

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Special Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Special Meeting, the chair or secretary of the Special Meeting will convene the meeting at [·] on the date specified above and at [·] solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement at https://www.cstproxy.com/lfcapitalacquisitioncorp/2020.

Broker non-votes will count as a vote “AGAINST” the Charter Approval Proposal but will not have any effect on the outcome of any other proposals.

Additionally, the LF Capital Restricted Stockholders, other than the BlackRock Holders, are parties to a voting and support agreement pursuant to which they have agreed to vote any shares of Common Stock owned by them in favor of the proposals set forth in this proxy statement. As of September 17, 2020, our LF Capital Restricted Stockholders, other than the BlackRock Holders, own 22.6% of our issued and outstanding shares of Common Stock, and will be able to vote all such shares at the Special Meeting.

If you vote against the Business Combination Proposal and the Business Combination Proposal is not approved at the Special Meeting, then the Business Combination Proposal will fail and we will not consummate the Business Combination. If we do not consummate the Business Combination, we may seek to terminate the Merger Agreement in accordance with its terms and continue to try to complete a business combination with a different target business until December 22, 2020. If we fail to complete an initial business combination by December 22, 2020, then we will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to our public stockholders.

In no event is your ability to vote all of your shares (including those shares held by you or by a “group” in excess of 20% of the shares sold in our IPO) for or against our Business Combination restricted.

We have no specified maximum redemption threshold under our current certificate of incorporation, other than the aforementioned 20% threshold. Each redemption of shares of Class A Stock by our public stockholders will reduce the amount in our Trust Account, which held cash and investment securities with a fair value of approximately $129,126,990.62 as of September 17, 2020 (after giving effect to redemptions in connection with the Business Combination Extension). The Merger Agreement provides that the Seller and Landsea’s obligation to consummate the Business Combination is conditioned on the amount in the Trust Account equaling or exceeding $90,000,000 after taking into account redemptions of Class A Stock by public stockholders and the aggregate amount of unpaid Parent Transaction Costs and Company Transaction Costs. These conditions to closing in the Merger Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of Class A Stock by our public stockholders, these conditions are not met (or waived), then the Seller and Landsea may elect not to consummate the Business Combination. In addition, in no event will we redeem shares of our Class A Stock in an amount that would result in the Company’s failure to have net tangible assets in excess of $5,000,000.

Based on the amount of $129,126,990.62 in our Trust Account as of September 17, 2020 (after giving effect to redemptions in connection with the Business Combination Extension), assuming a per share redemption price of $10.57, approximately 1,623,379 shares of Class A Stock may be redeemed and still enable us to have sufficient cash to satisfy the cash closing conditions in the Merger Agreement, assuming there are no unpaid Parent Transaction Costs and Company Transaction Costs. We refer to this as the maximum redemption scenario.

Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

Please check the box on the enclosed proxy card marked “Stockholder Certification” if you are not acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to shares of Common Stock. Notwithstanding the foregoing, a holder of the public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) will be restricted from exercising redemption rights with respect to more than an aggregate of 20% of the shares of Class A Stock included in the units sold in our IPO. Accordingly, all public shares in excess of the 20% threshold beneficially owned by a public stockholder or group will not be redeemed for cash.

Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, we do not have any control over this process and it may take longer than two weeks. Electronic delivery of your public shares generally will be faster than delivery of physical certificates. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to our Transfer Agent prior to the date set forth in these proxy materials, or up to two business days prior to the vote on the proposal to approve the Business Combination at the Special Meeting, or to deliver their shares to the Transfer Agent electronically using Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system, at such stockholder’s option. A physical certificate will not be needed if your shares are delivered to our Transfer Agent electronically. The requirement for physical or electronic delivery prior to the Special Meeting ensures that a redeeming stockholder’s election to redeem is irrevocable once the Business Combination is approved.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming stockholder. However, this fee would be incurred regardless of whether or not we require stockholders seeking to exercise redemption rights to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

If we do not consummate the Business Combination, we may seek to terminate the Merger Agreement in accordance with its terms and continue to try to complete a business combination with a different target business until December 22, 2020. Unless we amend our current certificate of incorporation (which requires the affirmative vote of 65% of all then outstanding shares of Class A Stock) and amend certain other agreements into which we have entered to extend the life of the Company, if we fail to complete an initial business combination by December 22, 2020, then we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem our public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish our public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the IPO. Please see the section entitled “Risk Factors—Risks Related to the Business Combination.”

Holders of our Founder Shares have waived any right to any liquidation distribution with respect to such shares. In addition, if we fail to complete a business combination by December 22, 2020, there will be no redemption rights or liquidating distributions with respect to our outstanding warrants, which will expire and be worthless. We expect to consummate the Business Combination and do not intend to take any action to extend the life of the Company beyond December 22, 2020.

For a description of the conditions to the completion of the Business Combination, see the section entitled “Proposal No. 1—Approval of the Business Combination—Conditions to Closing of the Business Combination.”

LF Capital Acquisition Corp.
600 Madison Avenue, Suite 1802
New York, NY 10022
(212) 319-6550
Attention: Scott Reed
Email: sreed@lfcapital.co

You may also contact our proxy solicitor at:

Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Individuals, please call toll-free: (800) 662-5200
Banks and brokerage, please call: (203) 658-9400
Email: LFAC.info@investor.morrowsodali.com

To obtain timely delivery, our stockholders must request the materials no later than five business days prior to the Special Meeting.

You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to our Transfer Agent prior to the Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact our Transfer Agent:

Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

QUESTIONS AND ANSWERS ABOUT THE WARRANT AMENDMENT

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Warrant Holders Meeting, including with respect to the proposed Warrant Amendment. The following questions and answers do not include all the information that is important to our warrant holders. We urge warrant holders to read carefully this entire proxy statement, including the Annexes and the other documents referred to herein, to fully understand the proposed Warrant Amendment and the voting procedures for the Warrant Holders Meeting, which will be held on [·] at [·] Eastern Time at [·]. The Warrant Holder Meeting is a virtual stockholder meeting conducted exclusively via a live audio webcast at https://www.cstproxy.com/lfcapitalacquisitioncorp/2020.

The Board believes that the Warrant Amendment will increase our opportunities and attractiveness to future investors by significantly reducing the dilutive impact of the warrants.

To be admitted to the virtual Warrant Holder Meeting, go to the webcast URL and enter your unique 12-digit control number. Registered warrant holders received a notice and access instruction form or proxy card from Continental Stock Transfer. Both forms contain instructions on how to attend the virtual annual meeting, along with your control number. Beneficial investors, who own their investments through a bank or broker, will need to contact Continental Stock Transfer to receive a control number. If you do not have your control number, contact Continental Stock Transfer at (917) 262-2373, or via email at proxy@continentalstock.com.

You can pre-register to attend the virtual meeting starting [●], 2020 at [●] Eastern Time. To pre-register, enter the webcast URL address into your browser and enter your control number, name and email address. Once you pre-register, you may vote during the Warrant Holder Meeting by following the instructions available on the meeting website during the meeting. Warrant holders participating in the virtual meeting will be in a listen-only mode and will not be able to speak during the webcast. However, in order to maintain the interactive nature of the virtual meeting, virtual attendees will be able to submit questions before and during the meeting through the virtual meeting portal by typing in the “Submit a question” box. For technical assistance during the meeting, you can contact Continental Stock Transfer for assistance at 917-262-2373, or via email at proxy@continentalstock.com.

If you do not have internet capabilities, you can listen only to the meeting by dialing +1 (888) 965-8995 (toll-free), outside the U.S., and Canada +1 (415) 655-0243 (standard rates apply). When prompted enter the pin number 74260910#. The telephone line will be listen-only, and you will not be able to vote or enter questions during the meeting via telephone.

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Warrant Holder Meeting to satisfy the requirements for a meeting of warrant holders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Warrant Holder Meeting, the chair or secretary of the Warrant Holder Meeting will convene the meeting at [·] on the date specified above and at [·] solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement at https://www.cstproxy.com/lfcapitalacquisitioncorp/2020.

Voting by Mail.  By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your public warrants at the Warrant Holder Meeting in the manner you indicate. We encourage you to sign and return the proxy card even if you plan to attend the Warrant Holder Meeting so that your public warrants will be voted if you are unable to attend the Warrant Holder Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by [·] Eastern Time on [·].

Voting at the Virtual Meeting.  The Warrant Holders Meeting is a virtual warrant holder meeting conducted exclusively via a live audio webcast at https://www.cstproxy.com/lfcapitalacquisitioncorp/2020. To be admitted to the virtual Warrant Holder Meeting, go to the webcast URL and enter your unique 12-digit control number. Registered warrant holders received a notice and access instruction form or proxy card from Continental Stock Transfer. Both forms contain instructions on how to attend the virtual annual meeting, along with your control number. Beneficial investors, who own their investments through a bank or broker, will need to contact Continental Stock Transfer to receive a control number. If you do not have your control number, contact Continental Stock Transfer at (917) 262-2373, or via email at proxy@continentalstock.com. For additional information, please see the section entitled “Special Meeting of Company Warrant Holders.”

You can pre-register to attend the virtual meeting starting [·], 2020 at [·] Eastern Time. To pre-register, enter the webcast URL address into your browser and enter your control number, name and email address. Once you pre-register, you may vote during the Special Meeting by following the instructions available on the meeting website during the meeting. Warrant holders participating in the virtual meeting will be in a listen-only mode and will not be able to speak during the webcast. However, in order to maintain the interactive nature of the virtual meeting, virtual attendees will be able submit questions before and during the meeting through the virtual meeting portal by typing in the “Submit a question” box. For technical assistance during the meeting, you can contact Continental Stock Transfer for assistance at 917-262-2373, or via email at proxy@continentalstock.com. If your warrants are registered directly in your name, you are considered the warrant holder of record and you have the right to vote virtually at the Warrant Holder Meeting.

If you do not have internet capabilities, you can listen only to the meeting by dialing +1 (888) 965-8995 (toll-free), outside the U.S., and Canada +1 (415) 655-0243 (standard rates apply). When prompted enter the pin number 74260910#. The telephone line will be listen-only, and you will not be able to vote or enter questions during the meeting via telephone.

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Warrant Holder Meeting to satisfy the requirements for a meeting of warrant holders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Warrant Holder Meeting, the chair or secretary of the Warrant Holder Meeting will convene the meeting at [·] on the date specified above and at [·] solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement at https://www.cstproxy.com/lfcapitalacquisitioncorp/2020.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below shall have the same meaning as terms defined and included elsewhere in this proxy statement.

Introduction

The Company is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the business combination. The following unaudited pro forma condensed combined financial information present the combination of the financial information of the Company and Landsea adjusted to give effect to the Business Combination and related transactions. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”

The unaudited pro forma condensed combined balance sheet as of June 30, 2020 combines the historical balance sheet of the Company and the historical balance sheet of Landsea on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated on June 30, 2020. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2019 and the six months ended June 30, 2020, combine the historical statements of operations of the Company and Landsea for such periods on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated on January 1, 2019, the beginning of the earliest period presented:

The historical financial information of the Company was derived from the unaudited and audited financial statements of the Company as of and for the six months ended June 30, 2020, and for the year ended December 31, 2019, respectively, which are included elsewhere in this proxy statement. The historical financial information of Landsea was derived from the unaudited and audited combined financial statements of Landsea as of and for the six months ended June 30, 2020, and for the year ended December 31, 2019, respectively, which are included elsewhere in this proxy statement. This information should be read together with the accompanying notes to the unaudited pro forma condensed combined financial statements, the Company’s and Landsea’s unaudited and audited financial statements and related notes, the sections titled “The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Landsea’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement.

The Business Combination will be accounted for as a reverse recapitalization, in accordance with GAAP. Under this method of accounting, the Company will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Landsea issuing stock for the net assets of the Company, accompanied by a recapitalization. The net assets of the Company will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Landsea.

Landsea has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances under both the minimum and maximum redemption scenarios:

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption by the Company’s public stockholders of shares of Class A Stock for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing of the Business Combination) in the Trust Account:

Assuming No Additional Redemptions: In connection with the Business Combination Extension, an aggregate of 1,215,698 shares of the Company’s Class A Stock was redeemed, and approximately $12.8 million was withdrawn out of the Trust Account for such redemptions. After such redemptions, there were 12,219,363 shares of the Company’s Class A Stock outstanding. This presentation assumes that no additional shares of Class A Stock are redeemed by the public stockholders in connection with the Business Combination.

Assuming Maximum Redemptions: This presentation assumes that in addition to the 1,215,698 shares of the Company’s Class A Stock redeemed in connection with the Business Combination Extension, 1,569,946 shares of the Company’s Class A Stock are redeemed for an aggregate redemption payment of $16.5 million, based on an estimated per share redemption price of approximately $10.51 that was calculated based on $141.2 million in the Trust Account as of June 30, 2020. The maximum redemption scenario is subject to the $90.0 million minimum cash condition per the Merger Agreement.

Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial statements are described in the accompanying notes. The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and are not necessarily indicative of the operating results and financial position that would have been achieved had the Business Combination occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial statements do not purport to project the future operating results or financial position of the Company following the completion of the Business Combination. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2020

(in thousands)

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET (Continued)

AS OF JUNE 30, 2020

(in thousands)