Other definitive proxy statements



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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549






SCHEDULE 14A






Proxy Statement Pursu ant to Section 14(a)
of the Securities


Exchange Act of 1934












Filed by the Registrant









Filed
by a Party other than the Registrant






































Check the appropriate box:









Preliminary Proxy Statement








Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))








Definitive Proxy Statement








Definitive Additional Materials








Soliciting Material Pursuant to §240.14a-12








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):

























































































































































































No fee required.











Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.








(1)




Title of each class of securities to which transaction applies:










(2)




Aggregate number of securities to which transaction applies:










(3)




Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):










(4)




Proposed maximum aggregate value of transaction:










(5)




Total fee paid:


















Fee paid previously with preliminary materials.











Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.








(1)




Amount Previously Paid:










(2)




Form, Schedule or Registration Statement No.:










(3)




Filing Party:










(4)




Date Filed:









































LF CAPITAL ACQUISITION CORP.


600 Madison Avenue, Suite 1802


New York, NY 10022








NOTICE OF SPECIAL MEETING OF STOCKHOLDERS








To Be Held December 21, 2020








To the Stockholders of LF Capital Acquisition Corp.:





NOTICE IS HEREBY GIVEN
that a special meeting (the “Special Meeting”) of LF Capital Acquisition Corp., a Delaware corporation (“we,”
“us,” “our,” “LF” or the “Company”), will be held on December 21, 2020, at 11:00
a.m. Eastern daylight time, at the offices of the Company, located at 600 Madison Avenue, Suite 1802, New York, NY 10022. You are
cordially invited to attend the Special Meeting for the purpose of voting on the following proposals (unless the Company determines
that it is not necessary to hold the Special Meeting as described in the accompanying proxy statement):

















a proposal to amend (the “Extension Amendment”) the Company’s amended and restated certificate of incorporation, as previously amended (the “Charter”), to extend the date by which the Company has to consummate a business combination (the “Extension”) from December 22, 2020  to January 22, 2021 (the “Extended Termination Date”); and

















a proposal to direct the chairman of the special meeting to adjourn the special meeting to a later date or dates (the “Adjournment”), if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the foregoing proposal.






Each
of the Extension Amendment and the Adjournment Proposal are more fully described in the accompanying Proxy Statement.








The
purpose of the Extension Amendment is to allow the Company more time to complete its initial business combination. The
Company’s Charter provides that the Company has only until December 22, 2020 to complete a business combination. Our
board has determined that, given the Company’s expenditure of time, effort and money on identifying the target business
and completing its initial business combination, it is in the best interests of our shareholders to approve the Extension
Amendment in order to amend the Charter and, assuming that the Extension Amendment is so approved and the Charter is amended,
the Company will have until the Extension Termination Date to consummate its initial business combination. The Company has
called a special meeting of its stockholders (referred to herein as the “

Business Combination Special
Meeting

”) to be held on December 14, 2020 to approve the proposed transactions (the “Business
Combination”) pursuant to that certain Agreement and Plan of Merger, dated August 31, 2020 (the “Merger
Agreement”), by and among 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”), which provides
for, among other things the merger of Merger Sub with and into Landsea, with Landsea continuing as the surviving corporation.
If the Company completes the Business Combination on or before December 21, 2020, it will cancel the Special Meeting and will
not implement the Extension.








The
Company or its officers, directors or affiliates, as applicable, will have the sole discretion whether to continue extending for
additional monthly periods after the Extended Termination Date. If the Company or its officers, directors or affiliates, as applicable,
determine not to continue extending for additional monthly periods, or if the Company’s board of directors otherwise determines
that the Company will not be able to consummate an initial business combination by the Extended Termination Date and does not
wish to seek an additional extension, the Company would then look to wind up the Company’s affairs and redeem 100% of the
outstanding public shares.

















2














In connection with
the Extension Amendment, public stockholders may elect (the “Election”) to redeem their shares for 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 franchise and income taxes, divided by the number of then outstanding public shares, regardless of whether
such public stockholders vote “FOR” or “AGAINST” the Extension Amendment and the Adjournment, and an Election
can also be made by public stockholders who do not vote, or do not instruct their broker or bank how to vote, at the Special Meeting.
Public stockholders may make an Election regardless of whether such public stockholders were holders as of the record date. If
the Extension Amendment and the Adjournment are approved by the requisite vote of stockholders, the remaining holders of public
shares will retain their right to redeem their public shares when the proposed business combination is submitted to the stockholders,
subject to any limitations set forth in our Charter, as amended by the Extension Amendment. However, the Company will not proceed
with the Extension Amendment if the redemption of public shares in connection therewith would cause the Company to have net tangible
assets of less than $5,000,001. Each redemption of shares by our public shareholders will decrease the amount in our Trust Account,
which held approximately $129,088,722.75 of marketable securities as of November 23, 2020. In addition, public stockholders who
do not make the Election would be entitled to have their shares redeemed for cash if the Company has not completed a business combination
by the Extended Termination Date. Our Sponsor, our officers and directors and our other initial stockholders, own an aggregate
of 3,638,250 shares of our common stock, which we refer to as the “Founder Shares”, that were issued prior to our IPO
and our Sponsor owns 7,259,600 warrants, which we refer to as the “Private Placement Warrants”, that were purchased
by our Sponsor in a private placement which occurred simultaneously with the completion of the IPO.






To exercise
your redemption rights, you must tender your shares to the Company’s transfer agent at least two business days prior to
the Special Meeting (or December 17, 2020). You may tender your shares by either delivering your share certificate to the
transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC
(Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker
or other nominee to withdraw the shares from your account in order to exercise your redemption rights.









As of November 23, 2020,
there was approximately $129,088,722.75 in the Trust Account. If the Extension Amendment is approved and the Extension is completed,
the redemption price per share at the meeting for the proposed business combination or the Company’s subsequent liquidation
will be approximately $10.56 per share (without taking into account any interest), in comparison to the current redemption price
of approximately $10.56 per share. The closing price of the Company’s common stock on November 23, 2020 was $10.60. The Company
cannot assure stockholders that they will be able to sell their shares of the Company’s common stock in the open market,
even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in
its securities when such stockholders wish to sell their shares.





If the Extension Amendment
and the Adjournment proposals are not approved and we do not consummate a business combination by December 22, 2020, as contemplated
by our IPO prospectus and in accordance with our Charter, 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 subject to lawfully available funds therefor,
redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing
(A) aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income
taxes payable and less up to $100,000 of such interest to pay dissolution expenses), by (B) the total number of then outstanding
public shares, which redemption will completely extinguish rights of the public stockholders as stockholders of the Company (including
the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the remaining stockholders and our board in accordance with applicable
law, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and
other requirements of applicable law. There will be no distribution from the Trust Account with respect to our warrants, which
will expire worthless in the event of our winding up. In the event of a liquidation, our Sponsor, our officers and directors and
our other initial stockholders will not receive any monies held in the Trust Account as a result of their ownership of the Founder
Shares or the Private Placement Warrants.

















3














Subject to the foregoing,
the affirmative vote of at least 65% of the Company’s outstanding common stock, including the Founder Shares, will be required
to approve the Extension Amendment proposal. The approval of both the Extension Amendment is essential to the implementation of
our board’s plan to extend the date by which we must consummate our initial business combination. Therefore, our board will
abandon and not implement the Extension Amendment unless our stockholders approve the Extension Amendment. This means that if one
proposal is approved by the stockholders and the other proposal is not, neither proposal will take effect. Notwithstanding stockholder
approval of the Extension Amendment, our board will retain the right to abandon and not implement the Extension Amendment at any
time without any further action by our stockholders.





Our board has fixed the
close of business on November 19, 2020 as the date for determining the Company stockholders entitled to receive notice of and
vote at the Special Meeting and any adjournment thereof. Only holders of record of the Company’s common stock on that date
are entitled to have their votes counted at the Special Meeting or any adjournment thereof.





In light of the ongoing
health concerns relating to the COVID-19 coronavirus pandemic and to best protect the health and welfare of the Company’s
stockholders and personnel, the Company urges that stockholders do not attend the special meeting in person. Stockholders are nevertheless
urged to vote their proxies by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed
postage paid envelope.





The special meeting is
currently scheduled to be held in person as indicated above. However, we are actively monitoring the coronavirus, or COVID-19,
situation and if we determine that it is not possible or advisable to hold the special meeting in person, or to hold the meeting
on the time or date or at the location indicated above, we will announce alternative arrangements for the meeting as promptly as
practicable, which may include switching to a virtual meeting format, or changing the time, date or location of the special meeting.
Any such change will be announced via press release and the filing of additional proxy materials with the Securities and Exchange
Commission.








You are not being asked
to vote on any business combination at this time. If the Extension Amendment is implemented and you do not elect to redeem your
public shares now, you will retain the right to vote on a proposed business combination when it is submitted to stockholders and
the right to redeem your public shares into a pro rata portion of the Trust Account in the event the initial business combination
is approved and completed or the Company has not consummated the initial business combination by the Extended Termination Date.








After careful consideration of all relevant
factors, the board of directors has determined that each of the proposals are advisable and recommends that you vote or give instruction
to vote “FOR” such proposals.





Enclosed is the Proxy
Statement containing detailed information concerning the Extension Amendment and the Special Meeting. Whether or not you plan to
attend the Special Meeting, we urge you to read this material carefully and vote your shares.



























December 4, 2020



By Order of the Board of Directors,






/s/ Scott Reed




Scott Reed




Chief Executive Officer








Your vote is important. If you are a stockholder
of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the
Special Meeting. If you are a stockholder of record, you may also cast your vote in person at the Special Meeting. If your shares
are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast
your vote in person at the Special Meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct
your broker or bank how to vote will have the same effect as voting “AGAINST” the Extension Amendment, and an abstention
will have the same effect as voting “AGAINST” the Extension Amendment.








Important Notice Regarding the Availability
of Proxy Materials for the Special Meeting of Stockholders to be held on December 21, 2020:

This notice of meeting and
the accompanying Proxy Statement are available at



: https://www.cstproxy.com/lfcapitalacquisitioncorp/sme2020



















4













LF CAPITAL ACQUISITION CORP.


600 Madison Avenue, Suite 1802


New York, NY 10022








SPECIAL MEETING OF STOCKHOLDERS



TO BE HELD ON December 21, 2020












PROXY
STATEMENT






A special meeting (the
“Special Meeting”) of LF Capital Acquisition Corp., a Delaware corporation (“we,” “us,” “our,”
“LF” or the “Company”), will be held on December 21, 2020, at 11:00 a.m. Eastern daylight time, at the
offices of the Company, located at 600 Madison Avenue, Suite 1802, New York, New York 10022. You are cordially invited to attend
the Special Meeting for the purpose of voting on the following proposals (unless the Company determines that it is not necessary
to hold the Special Meeting as described in the accompanying proxy statement)::

















a proposal to amend (the “Extension Amendment”) the Company’s amended and restated certificate of incorporation, as previously amended (the “Charter”), to extend the date by which the Company has to consummate a business combination (the “Extension”) from December 22, 2020 to January 22, 2021 (the “Extended Termination Date”); and

















a proposal to direct the chairman of the special meeting to adjourn the special meeting to a later date or dates (the “Adjournment”), if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the foregoing proposal.






The
purpose of the Extension Amendment is to allow the Company more time to complete its initial business combination. The Company’s
Charter provides that the Company has only until December 22, 2020 to complete a business combination. Our board has determined
that, given the Company’s expenditure of time, effort and money on identifying the target business and completing its initial
business combination, it is in the best interests of our shareholders to approve the Extension Amendment in order to amend the
Charter and, assuming that the Extension Amendment is so approved and the Charter is amended, the Company will have until the
Extension Termination Date to consummate its initial business combination. The Company has called a special meeting of its stockholders
(referred to herein as the “

Business Combination Special Meeting

”) to be held on December 14, 2020 to approve
the proposed transactions (the “Business Combination”) pursuant to that certain Agreement and Plan of Merger, dated
August 31, 2020 (the “Merger Agreement”), by and among 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”), which provides for,
among other things the merger of Merger Sub with and into Landsea, with Landsea continuing as the surviving corporation. If the
Company completes the Business Combination on or before December 21, 2020, it will cancel the Special Meeting and will not implement
the Extension.





The Company or its officers, directors
or affiliates, as applicable, will have the sole discretion whether to continue extending for additional monthly periods after
the Extended Termination Date. If the Company or its officers, directors or affiliates, as applicable, determine not to continue
extending for additional monthly periods, or if the Company’s board of directors otherwise determines that the Company will
not be able to consummate an initial business combination by the Extended Termination Date and does not wish to seek an additional
extension, the Company would then look to wind up the Company’s affairs and redeem 100% of the outstanding public shares.

















5














In connection with
the Extension Amendment, public stockholders may elect (the “Election”) to redeem their shares for 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 franchise and income taxes, divided by the number of then outstanding public shares, regardless of whether
such public stockholders vote “FOR” or “AGAINST” the Extension Amendment and the Adjournment, and an Election
can also be made by public stockholders who do not vote, or do not instruct their broker or bank how to vote, at the Special Meeting.
Public stockholders may make an Election regardless of whether such public stockholders were holders as of the record date. If
the Extension Amendment and the Adjournment are approved by the requisite vote of stockholders, the remaining holders of public
shares will retain their right to redeem their public shares when the proposed business combination is submitted to the stockholders,
subject to any limitations set forth in our Charter, as amended by the Extension Amendment. However, the Company will not proceed
with the Extension Amendment if the redemption of public shares in connection therewith would cause the Company to have net tangible
assets of less than $5,000,001. Each redemption of shares by our public shareholders will decrease the amount in our Trust Account,
which held approximately $129,088,722.75 of marketable securities as of November 23, 2020 In addition, public stockholders who
do not make the Election would be entitled to have their shares redeemed for cash if the Company has not completed a business combination
by the Extended Termination Date. Our Sponsor, our officers and directors and our other initial stockholders, own an aggregate
of 3,638,250 shares of our common stock, which we refer to as the “Founder Shares”, that were issued prior to our IPO
and our Sponsor owns 7,259,600 warrants, which we refer to as the “Private Placement Warrants”, that were purchased
by our Sponsor in a private placement which occurred simultaneously with the completion of the IPO.








To exercise your
redemption rights, you must tender your shares to the Company’s transfer agent at least two business days prior to the
Special Meeting (or December 17, 2020). You may tender your shares by either delivering your share certificate to the
transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC
(Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker
or other nominee to withdraw the shares from your account in order to exercise your redemption rights.





As of November 23, 2020,
there was approximately $129,088,722.75 in the Trust Account. If the Extension Amendment is approved and the Extension is completed,
the redemption price per share at the meeting for the proposed business combination or the Company’s subsequent liquidation
will be approximately $10.56 per share (without taking into account any interest), in comparison to the current redemption price
of approximately $10.56 per share. The closing price of the Company’s common stock on November 23, 2020 was $10.60. The Company
cannot assure stockholders that they will be able to sell their shares of the Company’s common stock in the open market,
even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in
its securities when such stockholders wish to sell their shares.





If the Extension Amendment
proposal is not approved and we do not consummate a business combination by December 22, 2020, as contemplated by our IPO prospectus
and in accordance with our Charter, 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 subject to lawfully available funds therefor, redeem 100% of
the public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) aggregate
amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable
and less up to $100,000 of such interest to pay dissolution expenses), by (B) the total number of then outstanding public shares,
which redemption will completely extinguish rights of the public stockholders as stockholders of the Company (including the right
to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the remaining stockholders and our board in accordance with applicable law,
dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and other
requirements of applicable law. There will be no distribution from the Trust Account with respect to our warrants, which will expire
worthless in the event of our winding up. In the event of a liquidation, our Sponsor, our officers and directors and our other
initial stockholders will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares
or the Private Placement Warrants.















6














If the Company liquidates,
the Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor (other than our independent public
accountants) for services rendered or products sold to us, or by a prospective target business with which we have discussed entering
into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.20 per public share or (ii) such
lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions
in the value of the trust assets, in each case net of the interest which may be withdrawn to pay franchise and income tax obligations.
This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access
to the Trust Account and except as to any claims under our indemnity of the underwriter of the IPO against certain liabilities,
including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against
a third party, then our Sponsor will not be responsible to the extent of any liability for such third party claims. Furthermore,
the Sponsor will not be liable to our public stockholders and instead will only have liability to the Company. There is no assurance,
however, that it will be able to satisfy those obligations to us. Regardless of whether an indemnification obligation exists, the
per share liquidation price for the public shares is anticipated to be $10.56, plus interest. Nevertheless, the Company cannot
assure you that the per share distribution from the Trust Account, if the Company liquidates, will not be less than $10.56, plus
interest, due to unforeseen claims of creditors.





Under the Delaware General
Corporation Law (the “DGCL”), stockholders may be held liable for claims by third parties against a corporation to
the extent of distributions received by them in a dissolution. If the corporation complies with certain procedures set forth in
Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice
period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation
may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders,
any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro
rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after
the third anniversary of the dissolution. However, because the Company will not be complying with Section 280 of the DGCL, Section 281(b)
of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing
and pending claims or claims that may be potentially brought against us within the subsequent ten years. Because we are a blank
check company, rather than an operating company, and our operations have been and will continue to be limited to searching for
prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment
bankers, etc.) or prospective target businesses.





The record date for the
Special Meeting is November 19, 2020. Record holders of shares of the Company’s common stock at the close of business on
the record date are entitled to vote or have their votes cast at the Special Meeting. On the record date, there were 12,219,363
shares of Class A common stock, par value $0.0001 per share, and 3,881,250 shares of Class B common stock, par value
$0.0001 per share, outstanding. The Company’s warrants do not have voting rights in connection with the Extension Amendment
or the Adjournment.







This Proxy Statement contains
important information about the Special Meeting and the proposals. Please read it carefully and vote your shares.





We will pay for the entire
cost of soliciting proxies. We have engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Special Meeting.
We have agreed to pay Morrow Sodali LLC its customary fee and out-of-pocket expenses. We will also reimburse Morrow Sodali LLC
for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities,
losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies
in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting
proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial
owners. While the payment of these expenses will decrease the cash available to us to consummate an initial business combination
if the Extension is approved, we do not expect such payments to have a material effect on our ability to consummate an initial
business combination.





This Proxy Statement
is dated December 4, 2020 and is first being mailed to stockholders on or about that date.





















7















TABLE OF CONTENTS






























































































































































Page








QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING





9





FORWARD-LOOKING STATEMENTS





18





BACKGROUND





19






The Company





19





THE SPECIAL MEETING





19






Date, Time, Place and Purpose of the Special Meeting





19






Voting Power; Record Date





19






Votes Required





20






Voting





20






Revocability of Proxies





20






Attendance at the Special Meeting





21






Solicitation of Proxies





21






No Right of Appraisal





21






Other Business





21






Principal Executive Offices





22





THE ADJOURNMENT PROPOSAL





22





SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS





22





PROPOSAL NO. 1 —  THE EXTENSION AMENDMENT





24






The Extension Amendment





24






Reasons for the Proposals





24






Redemption Rights





26






Material U.S. Federal Income Tax Consequences





27






Required Vote





30






Interests of the Company’s Directors and Officers





30






Recommendation





31





STOCKHOLDER PROPOSALS





31





DELIVERY OF DOCUMENTS TO STOCKHOLDERS





32





WHERE YOU CAN FIND MORE INFORMATION





32





ANNEX A – PROPOSED AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LF CAPITAL ACQUISITION CORP.





A-1






















8


















QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING






These Questions and Answers
are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should
read carefully the entire document, including the annexes to this Proxy Statement.
























Why am I receiving this Proxy Statement?






This Proxy Statement and the enclosed proxy
card are being sent to you in connection with the solicitation of proxies by our board of directors for use at the Special Meeting,
or at any adjournments thereof. This Proxy Statement summarizes the information that you need to make an informed decision on the
proposals to be considered at the Special Meeting.





The Company is a blank check company incorporated
in June 2017 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase or other similar
business combination with one or more businesses or assets, which we refer to throughout this Proxy Statement as our initial business
combination. In June 2018, the Company consummated its IPO from which it derived gross proceeds of $ 155.25 million. Like most
blank check companies, our Charter provides for the return of the IPO proceeds held in the Trust Account to the holders of public
shares if there is no qualifying business combination(s) consummated on or before a certain date (in our case, December 22, 2020).
The board of directors believes that it is in the best interests of the stockholders to continue the Company’s existence
until the Extended Termination Date in order to allow the Company more time to complete its previously announced proposed business
combination and is therefore holding this Special Meeting.






If the Company completes the Business Combination
on or before December 21, 2020, it will cancel the Special Meeting and will not implement the Extension.










What is being voted on?






You are being asked to vote on:





●     a
proposal to amend our Charter to extend the date by which we have to consummate a business combination from December 22, 2020 to
January 22, 2021; and





●     a
proposal to direct the chairman of the special meeting to adjourn the special meeting to a later date or dates (the “Adjournment”),
if necessary.





The Extension Amendment is essential to the
overall implementation of our board’s plan to extend the date that we have to complete a business combination. Approval of
the Extension Amendment is a condition to the implementation of the Extension.





We will not proceed with the Extension if redemptions
of our public shares cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment.





















9

































If the Extension Amendment is approved and
the Extension is implemented, the removal of the Withdrawal Amount from the Trust Account in connection with the Election will
reduce the amount held in the Trust Account following the Election. We cannot predict the amount that will remain in the Trust
Account if the Extension Amendment is approved and the amount remaining in the Trust Account after any redemptions may be only
a small fraction of the approximately $129,088,722.75 that was in the Trust Account as of November 23, 2020.





If the Extension Amendment proposal is not
approved and we do not consummate an initial business combination by December 22, 2020, in accordance with our Charter, 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 subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share
price, payable in cash, equal to the quotient obtained by dividing (A) aggregate amount then on deposit in the Trust Account,
including interest (which interest shall be net of franchise and income taxes payable), by (B) the total number of then outstanding
public shares, which redemption will completely extinguish rights of the public stockholders as stockholders of the Company (including
the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the remaining stockholders and our board in accordance with applicable
law, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and
other requirements of applicable law.





There will be no distribution from the Trust
Account with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation,
our Sponsor, our officers and directors and our other initial stockholders will not receive any monies held in the Trust Account
as a result of their ownership of the Founder Shares or the Private Placement Warrants.








Why is the Company proposing the Extension Amendment?






The Company’s
Charter provides for the return of the IPO proceeds held in the Trust Account to the holders of public shares if there is
no qualifying business combination(s) consummated on or before December 22, 2020. The Charter currently provides that
if the business combination is not completed by December 22, 2020, the Company will redeem all public shares and promptly
thereafter dissolve and liquidate. As explained below, the Company, may not be able to complete the Business Combination by
December 22, 2020. The purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal
is to allow the Company additional time to complete the Business Combination pursuant to the Merger Agreement, if needed.




























10













































Why should I vote “FOR” the Extension Amendment?






The Company’s board of directors believes
stockholders will benefit from the Company consummating an initial business combination and is proposing the Extension Amendment
to extend the date by which the Company has to complete a business combination until the Extended Termination Date and to permit
the withdrawal of funds from the Trust Account to pay stockholders who properly exercise their redemption rights in connection
with the Extension Amendment. The Extension would give the Company additional time to complete its proposed business combination.





Our board recommends that you vote in favor
of the Extension Amendment, but expresses no opinion as to whether you should redeem your public shares.









When would the board of directors abandon the Extension Amendment  proposals?






Our board will abandon the Extension Amendment proposal if our stockholders do not approve the Extension Amendment. In addition, notwithstanding stockholder approval of the Extension Amendment, our board will retain the right to abandon and not implement the Extension Amendment at any time without any further action by our stockholders.








How do the Company insiders intend to vote their shares?






All of our directors, executive officers, other initial stockholders and their respective affiliates are expected to vote any common stock over which they have voting control (including any public shares owned by them) in favor of the Extension Amendment. Currently, our Sponsor, our officers and directors and our other initial stockholders own approximately 22.9% of our issued and outstanding shares of common stock, including all of the Founder Shares. Our Sponsor, our directors, executive officers, other initial stockholders and their affiliates do not intend to purchase shares of common stock in the open market or in privately negotiated transactions in connection with the stockholder vote on the Extension Amendment.

















11































































What amount will stockholders receive upon consummation of a subsequent business combination or liquidation if the Extension Amendment is approved?






As of November 23, 2020, there was approximately $129,088,722.75 in the Trust Account. If the Extension Amendment is approved and the Extension is completed, the redemption price per share at the meeting for the proposed business combination or the Company’s subsequent liquidation will be approximately $10.56 per share (without taking into account any interest), in comparison to the current redemption price of approximately $10.56 per share. The Company or its officers, directors or affiliates will not make any Deposit or Contribution in connection with the approval of the Extension Amendment








What vote is required to adopt the Extension Amendment?






Approval of the Extension Amendment will require the affirmative vote of at least 65% of the Company’s outstanding common stock, including the Founder Shares.








What if I don’t want to vote “FOR” the Extension Amendment?






If you do not want the Extension Amendment to be approved, you must abstain, not vote, or vote “AGAINST” the proposals.








Will you seek any further extensions to liquidate the Trust Account?






Other than the extension until the Extended Termination Date as described in this Proxy Statement, the Company does not currently anticipate seeking any further extension to consummate a business combination, although it may determine to do so in the future.








What happens if the Extension Amendment is not approved?






Our board will abandon the Extension Amendment
proposal if our stockholders do not approve the Extension Amendment.





If the Extension Amendment is not approved
and we have not consummated a business combination by December 22, 2020, 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 subject to lawfully available
funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal to the quotient
obtained by dividing (A) aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net
of franchise and income taxes payable and less up to $100,000 of such interest to pay dissolution expenses), by (B) the total number
of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders as stockholders
of the Company (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and our board
in accordance with applicable law, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide
for claims of creditors and other requirements of applicable law.





There will be no distribution from the Trust
Account with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation,
our Sponsor, our officers and directors and our other initial stockholders will not receive any monies held in the Trust Account
as a result of their ownership of the Founder Shares or the Private Placement Warrants.


















12











































If the Extension Amendment proposal is approved, what happens next?






If the Extension Amendment  is approved, the Company will file an amendment to the Charter with the Secretary of State of the State of Delaware in the form of

Annex A

hereto to extend the time it must complete a business combination until the Extended Termination Date. The Company will remain a reporting company under the Exchange Act, and its units, common stock and warrants will remain publicly traded. The Company will continue to work to consummate a business combination by the Extended Termination Date.








If the Extension Amendment Proposal is approved,
to the extent any public stockholders have elected to have their public shares redeemed, the associated Withdrawal Amount will
be removed from the Trust Account and will reduce the amount remaining in the Trust Account and increase the percentage interest
of our common stock held by our Sponsor, our officers and directors and our other initial stockholders as a result of their ownership
of the Founder Shares.





Notwithstanding stockholder approval of the
Extension Amendment, our board will retain the right to abandon and not implement the Extension Amendment at any time without any
further action by our stockholders.








What happens to the Company warrants if the Extension Amendment is not approved?






If the Extension Amendment is not approved
and we have not consummated a business combination by December 22, 2020, 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 subject to lawfully
available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal to the
quotient obtained by dividing (A) aggregate amount then on deposit in the Trust Account, including interest (which interest shall
be net of franchise and income taxes payable and less up to $100,000 of such interest to pay dissolution expenses), by (B) the
total number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders as
stockholders of the Company (including the right to receive further liquidation distributions, if any), subject to applicable law,
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and
our board in accordance with applicable law, dissolve and liquidate, subject in each case to our obligations under Delaware law
to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the Trust Account
with respect to our warrants, which will expire worthless in the event of our winding up.








What happens to the Company warrants if the Extension Amendment
 is approved?






















If the Extension Amendment is approved, we
will retain the blank check company restrictions previously applicable to us and continue to attempt to consummate a business combination
until the Extended Termination Date. The public warrants will remain outstanding in accordance with their terms.
























13































































Would I still be able to exercise my redemption rights if I vote “AGAINST” the proposed business combination?






Yes. Assuming you are a stockholder as of the record date for voting on the proposed business combination, you will be able to vote on the proposed business combination when it is submitted to stockholders. If you disagree with the proposed business combination, you will retain your right to redeem your public shares upon consummation of the proposed business combination in connection with the stockholder vote to approve the proposed business combination, subject to any limitations set forth in our Charter.








How do I change my vote?






You may change your vote by sending a later-dated,
signed proxy card to our Secretary at LF Capital Acquisition Corp., 600 Madison Avenue, Suite 1802, New York, NY 10022, so that
it is received by our Secretary prior to the Special Meeting or by attending the Special Meeting in person and voting. You also
may revoke your proxy by sending a notice of revocation to our Secretary, which must be received by our Secretary prior to the
Special Meeting.





Please note, however, that if on the record
date your shares were held, not in your name, but rather in an account at a brokerage firm, custodian bank, or other nominee then
you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by
that organization. If your shares are held in street name, and you wish to attend the Special Meeting and vote at the Special Meeting,
you must bring to the Special Meeting a legal proxy from the broker, bank or other nominee holding your shares, confirming your
beneficial ownership of the shares and giving you the right to vote your shares.









How are votes counted?






Votes will be counted by the inspector of election
appointed for the meeting, who will separately count “FOR” and “AGAINST” votes and abstentions. The Extension
Amendment must be approved by the affirmative vote of at least 65% of the Company’s outstanding common stock, including the
Founder Shares.





Accordingly, a Company stockholder’s
failure to vote by proxy or to vote in person at the Special Meeting or an abstention with respect to the Extension Amendment will
have the same effect as a vote “AGAINST” such proposal.









If my shares are held in “street name,” will my broker automatically vote them for me?






No. Your broker can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions.








What is a quorum requirement?






A quorum of stockholders is necessary to hold
a valid meeting. A quorum will be present if at least a majority of the outstanding shares of common stock on the record date are
represented by stockholders present at the meeting or by proxy.





Your shares will be counted towards the quorum
only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person
at the Special Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum,
the chairman of the meeting may adjourn the Special Meeting to another date.





As of the record date for the Special Meeting,
8,050,307 shares of our common stock would be required to achieve a quorum.


















14































































Who can vote at the Special Meeting?






Only holders of our common stock at the close
of business on November 19, 2020 are entitled to have their vote counted at the Special Meeting and any adjournments or postponements
thereof. On the record date, there were 12,219,363 shares of Class A common stock, par value $0.0001 per share, and 3,881,250
shares of Class B common stock, par value $0.0001 per share, outstanding and entitled to vote.






Stockholder of Record: Shares Registered
in Your Name

. If on the record date your shares were registered directly in your name with our transfer agent, Continental
Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote in person at
the Special Meeting or vote by proxy. Whether or not you plan to attend the Special Meeting in person, we urge you to fill out
and return the enclosed proxy card to ensure your vote is counted.






Beneficial Owner: Shares Registered in the
Name of a Broker or Bank

. If on the record date your shares were held, not in your name, but rather in an account at a brokerage
firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name”
and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct
your broker or other agent on how to vote the shares in your account. You are also invited to attend the Special Meeting. However,
since you are not the stockholder of record, you may not vote your shares in person at the Special Meeting unless you request and
obtain a valid proxy from your broker or other agent.









Does the board recommend voting for the approval of the Extension Amendment?






Yes. After careful consideration of the terms and conditions of these proposals, our board has determined that the Extension Amendment is in the best interests of the Company and its stockholders. The board recommends that our stockholders vote “FOR” the Extension Amendment.








What interests do the Company’s Sponsor, directors and officers have in the approval of the proposals?






Our Sponsor, directors and officers and other initial stockholders
have interests in the proposals that may be different from, or in addition to, your interests as a stockholder. These interests
include ownership of 3,638,250 Founder Shares (purchased for $25,000) and 7,259,600 Private Placement Warrants (purchased for $7,259,600),
which would expire worthless if a business combination is not consummated, and the possibility of future compensatory arrangements

.

Our Sponsor (i) has provided $1,000,000 in connection with a commitment to provide an aggregate of $1,397,250 in loans pursuant
to the extension of the prior termination date of the Company from June 22, 2020 to September 22, 2020 in order to finance transaction
costs in connection with a business combination, which loan will either be repaid upon consummation of a business combination,
without interest, or, such loan will not be repaid if a business combination is not consummated and (ii) has provided an aggregate
of $1,500,000 in loans to finance transaction costs in connection with a business combination which loan, to the extent advanced,
will be converted into warrants of the Company or repaid upon the closing of a business combination. Such loans may not be repaid
if a business combination is not consummated. See the section entitled “Proposal No. 1  — The Extension Amendment
 — Interests of the Company’s Directors and Officers”.








Do I have appraisal rights if I object to the Extension Amendment?






Our stockholders do not have appraisal rights in connection with the Extension Amendment under the DGCL.








What do I need to do now?






We urge you to read carefully and consider the information contained in this Proxy Statement, including the annexes, and to consider how the proposals will affect you as our stockholder. You should then vote as soon as possible in accordance with the instructions provided in this Proxy Statement and on the enclosed proxy card.

















15

































How do I vote?






You can vote your shares at the Special Meeting
by proxy or in person.





You can vote by proxy by having one or more
individuals who will be at the Special Meeting vote your shares for you. These individuals are called “proxies” and
using them to cast your ballot at the Special Meeting is called voting “by proxy.”





If you wish to vote by proxy, you must (i)
complete the enclosed form, called a “proxy card,” and mail it in the envelope provided or (ii) submit your proxy by
telephone or over the Internet (if those options are available to you) in accordance with the instructions on the enclosed proxy
card or voting instruction card.






Stockholder of Record: Shares Registered
in Your Name

. If you are a holder of record of our common stock, you may vote in person at the Special Meeting or by submitting
a proxy for the Special Meeting. Whether or not you plan to attend the Special Meeting in person, we urge you to vote by proxy
to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card
in the accompanying pre-addressed postage paid envelope. You may still attend the Special Meeting and vote in person if you have
already voted by proxy.






Beneficial Owner: Shares Registered in the
Name of a Broker or Bank

. If your shares of our common stock are held in “street name” by a broker or other agent,
you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend
the Special Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Special
Meeting unless you request and obtain a valid proxy from your broker or other agent.









How do I redeem my shares of common stock?






If the Extension is implemented, our public
stockholders may seek to redeem all or a portion of their public shares at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable),
divided by the number of then outstanding public shares. Public stockholders may exercise their redemption rights regardless of
whether such public stockholders were holders as of the record date.





If the Extension Amendment is approved by the
requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public shares when
the proposed business combination is submitted to the stockholders, subject to any limitations set forth in our Charter as amended
by the Extension Amendment. In addition, public stockholders who do not make the Election would be entitled to have their shares
redeemed for cash if the Company has not completed a business combination by the Extended Termination Date.





In order to exercise your redemption rights,
you must, prior to 5:00 p.m. Eastern daylight time on December 17, 2020 (two business days before the Special Meeting), tender
your shares physically or electronically and submit a request in writing that we redeem your public shares for cash to Continental
Stock Transfer & Trust Company, our transfer agent, at the following address:






Continental Stock Transfer & Trust Company


1 State Street, 30

th

Floor


New York, New York 10004


Attn: Mark Zimkind


E-mail: mzimkind@continentalstock.com
















16

































What should I do if I receive more than one set of voting materials?






You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Company shares.








Who is paying for this proxy solicitation?






We will pay for the entire cost of soliciting proxies. We have engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay Morrow Sodali LLC its customary fee and out-of-pocket expenses. We will also reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses will decrease the cash available to us to consummate an initial business combination if the Extension is approved, we do not expect such payments to have a material effect on our ability to consummate an initial business combination.














Who can help answer my questions?






If you have questions about the proposals or
if you need additional copies of the Proxy Statement or the enclosed proxy card you should contact:






LF Capital Acquisition Corp.


600 Madison Avenue, Suite 1802


New York, NY 10022


Attn: Scott Reed


Telephone: (212) 688-1005





You may also contact our proxy solicitor at:






Morrow Sodali LLC


470 West Avenue


Stamford, CT 06902


Tel: (800) 662-5200


Banks and brokers can call at (203) 658-9400


Email: LFAC.info@investor.morrowsodali.com







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
























17
















FORWARD-LOOKING
STATEMENTS






We believe that some of
the information in this Proxy Statement constitutes forward-looking statements. You can identify these statements by forward-looking
words such as “may”, “expect”, “anticipate”, “contemplate”, “believe”,
“estimate”, “intends”, and “continue” or similar words. You should read statements that contain
these words carefully because they:

















discuss future expectations;

















contain projections of future results of operations or financial condition; or

















state other “forward-looking” information.





We believe it is important
to communicate our expectations to our stockholders. However, there may be events in the future that we are not able to predict
accurately or over which we have no control. The cautionary language discussed in this Proxy Statement provides examples of risks,
uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking
statements, including, among other things, claims by third parties against the Trust Account, unanticipated delays in the distribution
of the funds from the Trust Account and our ability to finance and consummate a business combination. You are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of the date of this Proxy Statement.





All forward-looking statements
included herein attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, we undertake
no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.





















18
















BACKGROUND











The Company





We are a blank check company
incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”).
Although we are not limited to a particular industry or geographic region for purposes of consummating a Business Combination,
we intend to capitalize on the ability of its management team to focus its search for a target business in the commercial banking
and financial technology industries. Our Sponsor is Level Field Capital, LLC, a Delaware limited liability company, an affiliate
of certain of our officers and directors.





On June 22, 2018, we consummated
the Initial Public Offering of 15,525,000 Units, including 2,025,000 Units issued pursuant to the exercise in full of the underwriters’
over-allotment option, at $10.00 per Unit, generating gross proceeds of $155.25 million, and incurring offering costs of approximately
$9.3 million, inclusive of $5.4338 million in deferred underwriting commissions.





Simultaneously with the
closing of the Initial Public Offering, we consummated the Private Placement of 7,760,000 Private Placement Warrants at a price
of $1.00 per Private Placement Warrant in a private placement to the Sponsor and certain funds and accounts managed by subsidiaries
of BlackRock, Inc. (collectively, “anchor investor”), generating gross proceeds of $7.76 million.





Upon the closing of the
Initial Public Offering and Private Placement, $158.355 million ($10.20 per Unit) of the net proceeds of the sale of the Units
in the Initial Public Offering and the Private Placement was placed in a trust account (“Trust Account”) and was invested
in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity
of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company
meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by us,
until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account.





As of November 23, 2020,
there was approximately $129,088,722.75 in the Trust Account.





The mailing address of
the Company’s principal executive office is 600 Madison Avenue South, Suite 1802, New York, New York 10022, and its telephone
number is (212) 688-1005.









THE
SPECIAL MEETING











Date, Time, Place and Purpose of the Special Meeting





The Special Meeting will
be held at 11:00 a.m. Eastern daylight time, at the offices of the Company, located at 600 Madison Avenue, Suite 1802, New York,
New York 10022, on December 21, 2020.





Stockholders are being
asked to vote on the following proposals:













1.



to amend our Charter to extend the date by which we have to consummate a business combination from December 22, 2020 to January 22, 2021; and













2.



to direct the chairman of the special meeting to adjourn the special meeting to a later date or dates, if necessary.










Voting Power; Record Date





You will be entitled to
vote or direct votes to be cast at the Special Meeting if you owned Company common stock at the close of business on November
19, 2020, the record date for the Special Meeting. You will have one vote per proposal for each share of common stock you owned
at that time. The Company’s warrants do not carry voting rights.

















19














At the close of business
on the record date, there were 12,219,363 shares of Class A common stock, par value $0.0001 per share, and 3,881,250 shares
of Class B common stock, par value $0.0001 per share, issued and outstanding and entitled to vote, respectively.










Votes Required





Approval of the Extension
Amendment proposals will require the affirmative vote of holders of at least 65% of the Company’s outstanding common stock,
including the Founder Shares.





If you do not vote (i.e.,
you “abstain” from voting on a proposal), your action will have the same effect as a vote against the Extension Amendment
proposal. Likewise, broker non-votes will have the same effect as a vote against the Extension Amendment proposal.










Voting





You can vote your shares
at the Special Meeting by proxy or in person.





You can vote by proxy
by having one or more individuals who will be at the Special Meeting vote your shares for you. These individuals are called “proxies”
and using them to cast your ballot at the Special Meeting is called voting “by proxy.”





If you wish to vote by
proxy, you must (i) complete the enclosed form, called a “proxy card,” and mail it in the envelope provided or (ii)
submit your proxy by telephone or over the Internet (if those options are available to you) in accordance with the instructions
on the enclosed proxy card or voting instruction card.





If you complete the proxy
card and mail it in the envelope provided or submit your proxy by telephone or over the Internet as described above, you will designate
Scott Reed and Alberto Bianchinotti to act as your proxy at the Special Meeting. One of them will then vote your shares at the
Special Meeting in accordance with the instructions you have given them in the proxy card or voting instructions, as applicable,
with respect to the proposals presented in this Proxy Statement. Proxies will extend to, and be voted at, any adjournment(s) of
the Special Meeting.





Alternatively, you can
vote your shares in person by attending the Special Meeting. You will be given a ballot at the Special Meeting.





Our board is asking for
your proxy. Giving our board your proxy means you authorize it to vote your shares at the Special Meeting in the manner you direct.
You may vote for or withhold your vote on the proposals or you may abstain from voting. All valid proxies received prior to the
Special Meeting will be voted. All shares represented by a proxy will be voted, and where a stockholder specifies by means of the
proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made.
If no choice is indicated on the proxy, the shares will be voted “FOR” the Extension Amendment and “FOR”
the Adjournment, and as the proxy holders may determine in their discretion with respect to any other matters that may properly
come before the Special Meeting.





Stockholders who have
questions or need assistance in completing or submitting their proxy cards should contact our proxy solicitor, Morrow Sodali, at
(800) 662-5200 or by sending an e-mail to: LFAC.info@morrowsodali.com.










Revocability of Proxies





Any proxy may be revoked
by the person giving it at any time before the polls close at the Special Meeting. A proxy may be revoked by filing with the Secretary
at LF Capital Acquisition Corp., 600 Madison Avenue, Suite 1802, New York, NY 10022, either a written notice of revocation bearing
a date later than the date of such proxy or a subsequent proxy relating to the same shares or by attending the Special Meeting
and voting in person.

















20














Simply attending the Special
Meeting will not constitute a revocation of your proxy. If your shares are held in the name of a broker or other nominee who is
the record holder, you must follow the instructions of your broker or other nominee to revoke a previously given proxy.










Attendance at the Special Meeting





Only holders of common
stock, their proxy holders and guests we may invite may attend the Special Meeting. If you wish to attend the Special Meeting in
person but you hold your shares through someone else, such as a broker, you must bring proof of your ownership and identification
with a photo at the Special Meeting. For example, you may bring an account statement showing that you beneficially owned shares
of the Company as of the record date as acceptable proof of ownership. In addition, if you wish to vote in person at the Special
Meeting, you must bring a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership
of the shares and giving you the right to vote your shares.








Solicitation of Proxies





Your proxy is being solicited
by our board on the proposals being presented to stockholders at the Special Meeting. The Company has agreed to pay Morrow Sodali
its customary fee and out-of-pocket expenses. The Company will reimburse Morrow Sodali for reasonable out-of-pocket expenses and
will indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition
to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means
of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage
firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. You may contact Morrow Sodali at:





Morrow Sodali LLC



470 West Avenue



Stamford, CT 06902



Tel: (800) 662-5200



Banks and brokers can call at (203) 658-9400



Email: LFAC.info@investor.morrowsodali.com





The cost of preparing,
assembling, printing and mailing this Proxy Statement and the accompanying form of proxy, and the cost of soliciting proxies relating
to the Special Meeting, will be borne by the Company.





Some banks and brokers
have customers who beneficially own common stock listed of record in the names of nominees. We intend to request banks and brokers
to solicit such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations. If any additional
solicitation of the holders of our outstanding common stock is deemed necessary, we (through our directors and officers) anticipate
making such solicitation directly.










No Right of Appraisal





The Company stockholders
do not have appraisal rights under the DGCL in connection with the proposals to be voted on at the Special Meeting.





Accordingly, our stockholders
have no right to dissent and obtain payment for their shares.










Other Business





We are not currently aware
of any business to be acted upon at the Special Meeting other than the matters discussed in this Proxy Statement. The form of proxy
accompanying this Proxy Statement confers discretionary authority upon the named proxy holders with respect to amendments or variations
to the matters identified in the accompanying Notice of Special Meeting and with respect to any other matters which may properly
come before the Special Meeting. If other matters do properly come before the Special Meeting, or at any adjournment(s) of the
Special Meeting, we expect that the shares of common stock represented by properly submitted proxies will be voted by the proxy
holders in accordance with the recommendations of our board.

















21





















Principal Executive Offices





Our principal executive
offices are located at 600 Madison Avenue, Suite 1802, New York, NY 10022. Our telephone number at such address is (212) 688-1005.










THE ADJOURNMENT PROPOSAL





The adjournment proposal,
if adopted, will request the chairman of the special meeting (who has agreed to act accordingly) to adjourn the special meeting
to a later date or dates to permit further solicitation of proxies. The adjournment proposal will only be presented to our shareholders
in the event, based on the tabulated votes, there are not sufficient votes at the time of the special meeting to approve the other
proposal in this proxy statement. If the adjournment proposal is not approved by our shareholders, the chairman of the meeting
will not exercise his ability to adjourn the special meeting to a later date (which he would otherwise have under the Chairman)
in the event, based on the tabulated votes, there are not sufficient votes at the time of the special meeting to approve the other
proposal.








Required Vote







If a majority of the shares
present in person or by proxy and voting on the matter at the special meeting vote for the adjournment proposal, the chairman of
the special meeting will exercise his or her power to adjourn the meeting as set out above.






Recommendation








The Company’s board of directors recommends
that you vote “FOR” the adjournment proposal.









SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND


RELATED STOCKHOLDER MATTERS






We have no compensation
plans under which equity securities are authorized for issuance.





The following
table sets forth information available to us at November 19, 2020 with respect to the beneficial ownership of our Common Stock
held by:

















each person known by us to be the beneficial owner of more than 5% of our outstanding Common Stock;

















each of our executive officers and directors that beneficially own shares of our Common Stock; and

















all executive officers and directors as a group.





Unless otherwise indicated,
we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock
beneficially owned by them.





The following table does
not reflect record or beneficial ownership of the Private Placement Warrants, as they are not exercisable within 60 days of November
19, 2020.

















22







































































































































































































































Name and Address of Beneficial Owner


Number of


Shares


Beneficially


Owned



Percentage of


Shares
of


Outstanding


Common Stock



Level
Field Capital, LLC

(3)





3,578,250




22.2


Baudouin Prot










*




Alberto Bianchinotti









*



Scott Reed









*




Elias
Farhat

(3)





3,578,250




22.2

%

Djemi Traboulsi



3,578,250




22.2


Gregory P. Wilson



20,000





*



Karen Wendel



20,000





*



James Erwin



20,000





*












All directors and executive officers as a group (8
individuals)



3,638,250




22.6

%











Weiss
Asset Management LP

(4)





1,222,000




7.6

%


Blackrock,
Inc.

(5)





1,215,000




7.6

%


Hawkeye
Capital Master

(6)





1,100,000




6.8

%


Glazer
Capital, LLC

(9)





1,249,396




7.8

%


Oxford
Asset Management LLP

(7)





940,000




5.8

%


Periscope
Capital Inc.

(10)





829,400




5.2

%


Bank
of Montreal

(11)





979,000




6.1

%
















*



Less than one percent.






(1)



Unless otherwise noted, the business address of each of the following entities or individuals is c/o LF Capital Acquisition Corp., 600 Madison Avenue, Suite 1802, New York, NY 10022.















(2)



Interests shown consist solely of founder shares, classified as shares of Class B common stock. Such shares will automatically convert into shares of Class A common stock at the time of our initial Business combination on a one-for-one basis, subject to adjustment, as described in the section of this Annual Report entitled “Description of Securities.” The information on the approximate percentage ownership of our outstanding common stock is of our Class A common stock and Class B common stock on a combined basis.













(3)



Level Field Capital, LLC is the record holder of the shares reported herein. Level Field Partners, LLC is the managing member of Level Field Capital, LLC. Level Field Management, LLC is the managing member of Level Field Partners, LLC. Level Field Management, LLC is managed by its two members, Elias Farhat and Djemi Traboulsi. Messrs. Farhat and Traboulsi disclaim beneficial ownership of these shares other than to the extent of any pecuniary interest they may have therein.













(4)



According to a Schedule 13G filed with the SEC on May 8, 2020
on behalf of Weiss Asset Management, LP, a Delaware corporation. The business address of this shareholder is 222 Berkeley St.,
16th Floor, Boston, Massachusetts 02116.













(5)



According to a Schedule 13G filed with the SEC on February 10, 2020 on behalf of Blackrock, Inc.,  a Delaware corporation. The business address of this shareholder is 55 East 52nd Street, New York, New York 10055.













(6)



According to a Schedule 13G filed with the SEC on February 12, 2019 on behalf of Hawkeye Capital Master, a company incorporated under the laws of the Cayman Islands.  The business address of this shareholder is w/o The Harbour Trust Co., Ltd. PO Box 897, Windward 1, Regatta Office Park, West Bay Road, Grand Cayman KY1-1103 Cayman Islands.


















(7)



According to a Schedule 13G filed with the SEC on February 13, 2019 on behalf of Oxford Asset Management LLP, a limited liability partnership incorporated in England and Wales. The business address of this shareholder is OxAM House, 6 George Street, Oxford, United Kingdom, OX1 2BW.




(8)



According to a Schedule 13G/A filed with the SEC on February 14, 2019 on behalf of AQR Capital Management, LLC,  a Delaware limited liability company. The business address of this shareholder is Two Greenwich Plaza, Greenwich, CT 06830.










(9)




According to a Form 4 filed with the SEC on July 9, 2020 on behalf of Glazer Capital, LLC, a Delaware limited liability company.  The business address of this shareholder is 250 West 55th Street, Suite 30A, New York, New York 10019.













(10)



According to a Schedule 13G filed with the SEC on February 14, 2020 on behalf of Periscope Capital Inc, a Canada corporation. The business address of this shareholder is 333 Bay Street, Suite 1240, Toronto, Ontario, Canada M5H 2R2.













(11)



According to a Schedule 13G filed with the SEC on February 14, 2020 on behalf of Bank of Montreal, a Canada corporation. The business address of this shareholder is 1 First Canadian Place, Toronto, Ontario, Canada M5X 1A1.

















23






















PROPOSAL
NO. 1 -- THE EXTENSION AMENDMENT











The Extension Amendment







The proposed Extension
Amendment would amend our existing Charter to extend the date by which the Company has to consummate a business combination (the
“Extension”) from December 22, 2020 to January 22, 2021 (the “Extended Termination Date”). A copy of the
proposed amendment to our Charter is attached to this Proxy Statement as

Annex A

. All stockholders are encouraged to
read the proposed amendment in its entirety for a more complete description of its terms.





All holders of the Company’s
public shares, whether they vote “FOR” or “AGAINST” the Extension Amendment, or do not vote at all, will
be permitted to redeem all or a portion of their public shares into their pro rata portion of the Trust Account, provided that
the Extension is implemented. Approval of the Extension Amendment is a condition to the implementation of the Extension. In addition,
we will not proceed with the Extension if the number of redemptions of our public shares causes us to have less than $5,000,001
of net tangible assets following approval of the Extension Amendment proposal.










Reasons for the Proposal





The Company’s amended
and restated charter, as previously amended, provides that the Company had until December 22, 2020 to complete a business combination.
The Company’s IPO prospectus and charter stated that if the Company’s stockholders approve an amendment to the Company’s
charter that would affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s public
shares if we do not complete our business combination before December 22, 2020, we will provide our public stockholders with the
opportunity to redeem all or a portion of their shares of common stock upon such approval at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account deposits (which
interest shall be net of taxes payable), divided by the number of then outstanding public shares. The Company has determined to
seek stockholder approval to extend time for its initial business combination.





Approval of the Extension
Amendment is a condition to the implementation of the Extension. If the Extension Amendment is not approved and we have not consummated
a business combination by December 22, 2020, 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 subject to lawfully available funds therefor, redeem
100% of the public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A)
aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income
taxes payable and less up to $100,000 of such interest to pay dissolution expenses), by (B) the total number of then outstanding
public shares, which redemption will completely extinguish rights of the public stockholders as stockholders of the Company (including
the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the remaining stockholders and our board in accordance with applicable
law, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and
other requirements of applicable law. The Company will not proceed with the Extension if it will not have at least $5,000,001 of
net tangible assets upon its consummation of its initial business combination, after taking into account the redemptions. The Company
will also not proceed with the Extension if it completes the Business Combination on or before December 21, 2020.

















24














There will be no distribution
from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding up. In the event of
a liquidation, our Sponsor, our officers and directors and our other initial stockholders will not receive any monies held in the
Trust Account as a result of their ownership of the Founder Shares or the Private Placement Warrants.





The affirmative vote of
at least 65% of the Company’s outstanding common stock, including the Founder Shares, will be required to approve the Extension
Amendment.











If the Extension Amendment Proposal Is Not Approved






If the Extension Amendment
is not approved and we have not consummated a business combination by December 22, 2020, 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 subject to
lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal
to the quotient obtained by dividing (A) aggregate amount then on deposit in the Trust Account, including interest (which interest
shall be net of franchise and income taxes payable and less up to $100,000 of such interest to pay dissolution expenses), by (B) the
total number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders as
stockholders of the Company (including the right to receive further liquidation distributions, if any), subject to applicable law,
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and
our board in accordance with applicable law, dissolve and liquidate, subject in each case to our obligations under Delaware law
to provide for claims of creditors and other requirements of applicable law.





There will be no distribution
from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding up. In the event of
a liquidation, our Sponsor, our officers and directors and our other initial stockholders will not receive any monies held in the
Trust Account as a result of their ownership of the Founder Shares or the Private Placement Warrants.





Our board will abandon
the Extension Amendment proposal if our stockholders do not approve the Extension Amendment. In addition, notwithstanding stockholder
approval of the Extension Amendment, our board will retain the right to abandon and not implement the Extension Amendment at any
time without any further action by our stockholders.











If the Extension Amendment Proposal is Approved






If the Extension Amendment
is approved, the Company will file an amendment to the Charter with the Secretary of State of the State of Delaware in the form
of

Annex A

hereto to extend the time it must complete a business combination until the Extended Termination Date.
The Company will remain a reporting company under the Exchange Act, and its units, common stock and warrants will remain publicly
traded. The Company will continue to work to consummate a business combination by the Extended Termination Date.





Notwithstanding stockholder
approval of the Extension Amendment, our board will retain the right to abandon and not implement the Extension Amendment at any
time without any further action by our stockholders.

















25



















Redemption Rights





If the Extension Amendment
proposal is approved, and the Extension is implemented, public stockholders may elect to redeem their shares for a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to such approval,
including interest earned on the Trust Account deposits (which interest shall be net of franchise and income taxes payable), divided
by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our
net tangible assets to be less than $5,000,001. If the Extension Amendment is approved by the requisite vote of stockholders, the
remaining holders of public shares will retain the opportunity to have their public shares redeemed upon the consummation of the
initial business combination, subject to any limitations set forth in our Charter, as amended. In addition, public stockholders
who do not make the Election would be entitled to have their shares redeemed for cash if the Company has not completed a business
combination by the Extended Termination Date.









TO
DEMAND REDEMPTION, PRIOR TO 5:00 P.M. EASTERN DAYLIGHT TIME ON DECEMBER 17, 2020 (TWO BUSINESS DAYS BEFORE THE SPECIAL MEETING)



.

YOU MUST EITHER PHYSICALLY TENDER YOUR STOCK CERTIFICATES TO THE TRANSFER
AGENT OR DELIVER YOUR SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING DTC’S DWAC SYSTEM, AS DESCRIBED HEREIN. YOU SHOULD
ENSURE THAT YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED HEREIN.







In
connection with tendering your shares for redemption, you must elect either to (x) physically tender your stock certificates to
Continental Stock Transfer& Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company,
1 State Street, 30th Floor, New York, New York, 10004, Attn: Mark Zimkind, or (y) deliver your shares to the transfer agent
electronically using DTC’s DWAC (Deposit/Withdrawal At Custodian) system, which election would likely be determined based
on the manner in which you hold your shares.

You must tender your shares in the manner described above prior to 5:00 p.m.
Eastern daylight time on December 17, 2020 (two business days before the Special Meeting)


.


in
order to exercise your redemption rights in connection with the Extension.

The requirement for physical or electronic
delivery prior to the vote at the Special Meeting ensures that a redeeming holder’s election is irrevocable once the Extension
Amendment are approved. In furtherance of such irrevocable election, stockholders making the election will not be able to tender
their shares after the vote at the Special Meeting. The Company will provide public stockholders with another opportunity to redeem
their shares for cash in connection with the vote on any proposed business combination when and if one is submitted to stockholders.





Through the DWAC system,
this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its shares are
held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through
the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a
stockholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate
this request. 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 the tendering broker $45 and the broker would
determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that stockholders
should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any
control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate.
Such stockholders will have less time to make their investment decision than those stockholders that deliver their shares through
the DWAC system. Stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for
tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

















26














Shares that have not been
tendered in accordance with these procedures prior to the vote on the Extension Amendment will not be redeemed for cash held in
the Trust Account. In the event that a public stockholder tenders its shares and decides prior to the vote at the Special Meeting
that it does not want to redeem its shares, the stockholder may withdraw the tender. If you delivered your shares for redemption
to our transfer agent and decide prior to the vote at the Special Meeting not to redeem your shares, you may request that our transfer
agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address
listed above. In the event that a public stockholder tenders shares and the Extension Amendment is not approved, these shares will
not be redeemed and the physical certificates representing these shares will be returned to the stockholder promptly following
the determination that the Extension Amendment will not be approved. The Company anticipates that a public stockholder who tenders
shares for redemption in connection with the vote to approve the Extension Amendment would receive payment of the redemption price
for such shares soon after the completion of the Extension Amendment. The transfer agent will hold the certificates of public stockholders
that make the election until such shares are redeemed for cash or returned to such stockholders.





If properly demanded,
and if the Extension Amendment is approved, the Company will redeem each public share for a per- share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account two business days prior to such approval, including interest
earned on the Trust Account deposits (which interest shall be net of franchise and income taxes payable), divided by the number
of then outstanding public shares. As of November 23, 2020, there was approximately $129,088,722.75 in the Trust Account. If
the Extension Amendment is approved and the Extension is completed, the redemption price per share at the meeting for the proposed
business combination or the Company’s subsequent liquidation will be approximately $10.56 per share (without taking into
account any interest), in comparison to the current redemption price of approximately $10.56 per share. The closing price of the
Company’s common stock on November 23, 2020 was $10.60. The Company cannot assure stockholders that they will be able to
sell their shares of the Company’s common stock in the open market, even if the market price per share is higher than the
redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their
shares.





If you exercise your redemption
rights, you will be exchanging your shares of the Company’s common stock for cash and will no longer own the shares. You
will be entitled to receive cash for these shares only if you properly demand redemption and tender your shares to the Company’s
transfer agent prior to 5:00 p.m. Eastern daylight time on December 17, 2020 (two business days before the Special Meeting). The
Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension
Amendment would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment.










Material U.S. Federal Income Tax Consequences





The following discussion
is a general summary of certain material U.S. federal income tax consequences to the Company’s stockholders with respect
to the exercise of redemption rights in connection with the approval of the Extension Amendment. This discussion is based on the
Internal Revenue Code of 1986, as amended (the “Code”), laws, regulations, rulings and decisions in effect on the date
hereof, all of which are subject to change, possibly with retroactive effect, and to varying interpretations, which could result
in U.S. federal income tax consequences different from those described below. This discussion does not address the tax consequences
to stockholders under any state, local, or non-U.S. tax laws or any other U.S. federal tax, including the alternative minimum tax
provisions of the Code and the net investment income tax.





This discussion applies
only to stockholders of the Company who are U.S. Holders (as defined below) and who hold their shares as a “capital asset,”
as defined in the Code. A stockholder is a U.S. Holder for U.S. federal income tax purposes if such stockholder is (i) an individual
citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for U.S. federal income
tax purposes) that was created or organized in the U.S. or under the laws of the United States, any state thereof, or the District
of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a
trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and
one or more United States persons have the authority to control all substantial decisions of the trust, or (b) such trust has in
effect a valid election to be treated as a United States person.





This discussion does not
address all of the U.S. federal income tax consequences that may be relevant to particular stockholders in light of their individual
circumstances or to certain types of stockholders subject to special treatment under the Code, including, without limitation, regulated
investment companies, real estate investment trusts, controlled foreign corporations, passive foreign investment companies, cooperatives,
banks and certain other financial institutions, insurance companies, tax exempt organizations, retirement plans, stockholders that
are, or hold shares through, partnerships or other pass through entities for U.S. federal income tax purposes or investors therein,
U.S. Holders (as defined below) whose functional currency is not the U.S. dollar, dealers in securities or foreign currency, traders
that mark to market their securities, certain former citizens and long-term residents of the United States, and stockholders holding
Company shares as a part of a straddle, hedging, constructive sale or conversion transaction.















27














If an entity or arrangement
treated as a partnership for U.S. federal income tax purposes is a stockholder, the tax treatment of a partner will generally depend
upon the status of the partner and the activities of the partnership. Partners should consult their own tax advisors regarding
the specific tax consequences to them of their partnership making the Election.





No legal opinion of any
kind has been or will be sought or obtained regarding the U.S. federal income tax or any other tax consequences of making or not
making the Election. In addition, the following discussion is not binding on the U.S. Internal Revenue Service (“IRS”)
or any other taxing authority, and no ruling has been or will be sought or obtained from the IRS or other taxing authority with
respect to any of the U.S. federal income tax consequences or any other tax consequences that may arise in connection with the
Election. There can be no assurance that the IRS or other taxing authority will not challenge any of the general statements made
in this summary or that a U.S. court or other judicial


The above information was disclosed in a filing to the SEC. To see the filing, click here.

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Other recent filings from the company include the following:

LF Capital Acquisition Corp.'s President and COO just picked up 226,536 shares - April 1, 2021
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