The following excerpt is from the company's SEC filing.
Hong Kong Limited in Relation to the Proposed Business Combination
Landsea Homes Incorporated
Remains on Track to Complete Business Combination -
York, NY, December 18, 2020 —
LF Capital Acquisition Corp. (NASDAQ: LFAC) (“LF Capital”) announced today
that in connection with its proposed business combination (the “Business Combination”) with Landsea Homes Incorporated
(“Landsea Homes”), Landsea Homes’ parent, Landsea Green Properties Co., Ltd. (“Landsea Green”),
has obtained the approval of the Stock Exchange of Hong Kong Limited (“HKSE”) in accordance with the applicable requirements
of the HKSE’s listing rules.
Capital expects all conditions to closing the Business Combination to be satisfied soon and accordingly anticipates that the Business
Combination will close in the first half of January 2021.
Riley Securities and Raymond James & Associates, Inc. are acting as financial advisors for LF Capital. B. Riley Securities
and Barclays are acting as placement agents for LF Capital. Dechert LLP is acting as legal counsel for LF Capital.
& Co is acting as exclusive financial advisor to Landsea Homes. Gibson, Dunn & Crutcher LLP is acting as legal counsel
for Landsea Homes. Barclays is acting as capital markets advisor to Landsea Homes. Gateway Group is serving as communications
advisor to Landsea Homes.
LF Capital Acquisition Corp.
Capital Acquisition Corp. is a blank check company that was formed in 2018 for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. For
more information, please visit
Landsea Homes Incorporated
Homes designs and builds best-in-class, high-performance homes and sustainable master-planned communities in some of the most
desirable markets in the United States. The company has developed homes and communities in, Arizona and throughout California
in Silicon Valley, Los Angeles and Orange County.
inspired places that reflect modern living, Landsea Homes builds suburban, single-family detached and attached homes, mid- and
high-rise properties and master-planned communities to meet the diverse and ever-changing expectations and lifestyles of our homebuyers
today and tomorrow.
by a veteran team of industry professionals who boast years of worldwide experience and deep local expertise, Landsea Homes is
committed to positively enhancing the lives of our homebuyers, employees and stakeholders by creating an unparalleled lifestyle
experience that is unmatched everywhere we build.
Homes is currently a wholly owned U.S. subsidiary of Landsea Green Group, an international homebuilder that thinks globally but
operates locally. Operating on three continents including Europe, Asia and North America, Landsea Green’s deep knowledge
and experience of building and living in different environments all over the world deliver homes that embrace the local lifestyle
in which they are built. For more information, please visit
Information About the Business Combination and Where to Find It
connection with the Business Combination, LF Capital filed a definitive proxy statement with the Securities and Exchange Commission
(the “SEC”) on November 23, 2020 (the “Proxy Statement”). LF Capital mailed the Proxy Statement and other
relevant documents to its stockholders beginning on or about November 27, 2020. LF Capital’s stockholders and other interested
persons are advised to read the definitive proxy statement and any amendments thereto in connection with LF Capital’s solicitation
of proxies for its special meeting of stockholders to be held to approve, among other things, the Business Combination, because
these documents contain important information about LF Capital, Landsea Homes and the Business Combination. LF Capital’s
stockholders may also obtain a copy of the definitive proxy statement as well as other documents filed with the SEC by LF Capital,
without charge, at the SEC’s website located at www.sec.gov or by directing a request to: LF Capital Acquisition Corp.,
600 Madison Avenue, Suite 1802, New York, NY 10022. The information contained on, or that may be accessed through, the websites
referenced in this press release is not incorporated by reference into, and is not a part of, this press release.
in the Solicitation
Capital and its directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies of LF Capital’s stockholders in connection with the proposed merger and related
transactions. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed
transactions of LF Capital’s directors and officers in LF Capital’s filings with the SEC, including LF Capital’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on February 24, 2020 and
such information in the preliminary proxy statement and amendments thereto filed with the SEC by LF Capital in connection with
the proposed merger and related transactions.
press release includes “forward looking statements” within the meaning of the “safe harbor” provisions
of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,”
“projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,”
“believes,” “seeks,” “may,” “will,” “should,” “future,”
“propose” and variations of these words or similar expressions (or the negative versions of such words or expressions)
are intended to identify forward-looking statements.
forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and
unknown risks, uncertainties, assumptions and other important factors, many of which are outside LF Capital’s management’s
control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.
Important factors, among others, that may affect actual results or outcomes include: the conditions to the completion of the merger,
including the required approval by LF Capital’s stockholders, may not be satisfied on the terms expected or on the anticipated
schedule; the parties’ ability to meet expectations regarding the timing and completion of the merger; the occurrence of
any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the approval by LF Capital’s
stockholders of an amendment to LF Capital’s organizational documents to extend the date by which LF Capital must complete
its initial business combination in order to have adequate time to close the proposed transaction; the outcome of any legal proceedings
that may be instituted against the Company related to the merger or the Merger Agreement; and the amount of the costs, fees, expenses
and other charges related to the merger. LF Capital undertakes no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except as required by law.
Offer or Solicitation
press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the proposed transaction. This press release shall also not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering
of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933,
Executive Officer and President
The above information was disclosed in a filing to the SEC. To see the filing, click here.
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