United States securities and exchange commission logo
October 22, 2020
Scott Reed
Chief Executive Officer
LF Capital Acquisition Corp.
600 Madison Avenue, Suite 1802
New York, NY 10022
Re: LF Capital
Acquisition Corp.
Preliminary Proxy
Statement on Schedule 14A
Filed September 25,
2020
File No. 001-38545
Dear Mr. Reed:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed September 25, 2020
General
1. Please provide us with
your analysis as to why you are not required to unbundle the
Charter Approval
Proposal into separate proposals so as to allow shareholders to vote
separately on material
matters Please refer to Rule 14a-4(a)(3) of Regulation 14A, as well
as Question 201.01 of
the Exchange Act Rule 14a-4(a)(3) Compliance and Disclosure
Interpretations.
2. Please provide an
analysis explaining why you believe the proposed changes to your
warrants are not so
significant that they constitute the issuance of new securities, which
would be issued to
current holders. Please explain why you believe Section 5 of the
Securities Act of 1933
does not apply to what may be an offer and sale of such new
securities, and, if you
are relying on an exemption, please identify the exemption and
explain the basis for
your reliance.
Scott Reed
FirstName
LF Capital LastNameScott Reed
Acquisition Corp.
Comapany
October 22,NameLF
2020 Capital Acquisition Corp.
October
Page 2 22, 2020 Page 2
FirstName LastName
Organizational Structure, page 32
3. Please identify the operating entities that are included as "various
subsidiaries" in your
organizational chart, including the economic and voting interests in
such an entity if not
wholly owned and the respective ownership interest in each.
Reasons for the Approval of the Business Combination, page 38
4. Please briefly describe any material negative factors that the board
considered in deciding
to recommend the approval of the business combination.
Conditions to Closing the Business Combination, page 39
5. We note your statement that the company can, in its sole discretion,
waive certain
conditions to the business combination, including that Landsea
performed and complied in
all material respects with the merger agreement and that no material
adverse effect has
occurred since the date of the merger agreement. Please update your
disclosure, including
your risk factor on page 86, to discuss to potential consequences to
stockholders if the
company waives such conditions and proceeds with the business
combination.
Unaudited Pro Forma Condensed Combined Statement of Operations for the year
ended
December 31, 2019, page 52
6. We note that each of your adjustments (DD), (EE), (FF) and (GG) are
for expenses being
added to your pro forma statement of operations that are identified as
non-recurring, and
do not have a continuing impact. Please tell us why you believe these
are appropriate pro
forma adjustments, or remove them in your next amendment.
Risk Factors
Our Second Amended and Restated Certificate of Incorporation will provide that
the Court of
Chancery of the State of Delaware . . ., page 95
7. Please revise this risk factor to discuss the applicability of your
exclusive forum provision
to claims made under the federal securities laws. For example, we note
that you indicate
elsewhere that there will be an exclusive federal forum for claims
under the Securities Act
of 1933.
Background of the Business Combination, page 119
8. Please identify the financial advisors that are referenced in this
section or clarify if you are
referring to B. Riley and Barclays, who are referenced later in this
section. Please also
provide additional detail as to the scope of the financial advisors'
roles in the process.
9. We note that in the registration statement for your initial public
offering you indicated that
although you may pursue a target involved in any industry, you
intended to focus on the
acquisition of a financial services entity and that your management
team had significant
experience in the financial services sector. Here, you have determined
to acquire a real
Scott Reed
LF Capital Acquisition Corp.
October 22, 2020
Page 3
estate construction company. Please disclose why you decided to
deviate from your
industry focus and highlight whether this industry focus was
considered in pursuing a
combination with Landsea versus the other three entities with whom you
entered letters of
intent, which appear to be financial services companies. Please also
explain what aspects
about your officers and directors business experiences provides
them with expertise in
performing due diligence on a real estate construction company.
Information about Landsea, page 172
10. We note your disclosure that Landsea assists its buyers with securing
financing for their
homes. Please expand to discuss this program in more detail. For
example, please
identify if there are any specific lenders with with Landsea partners
and the terms of any
such arrangements.
Non-GAAP Financial Measures, page 200
11. We noted that several of your non-GAAP measures contain adjustments
for purchase
price accounting for acquired inventory. Please tell us what this
adjustment represents,
how the amount was calculated, and why you believe it is appropriate
to adjust each of
your non-GAAP measures to exclude this amount.
12. Please expand your disclosure to explain why adjusting EBITDA and net
income for the
equity in net loss (income) of unconsolidated joint ventures and
adjusting net income for
interest that was pushed down by your parent company provides useful
information to
investors.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Eric McPhee at 202-551-3693 or Kristina Marrone at
202-551-3429 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jonathan Burr at 202-551-5833 or Erin E. Martin at 202-551-3391 with
any other
questions.
FirstName LastNameScott Reed Sincerely,
Comapany NameLF Capital Acquisition Corp.
Division of
Corporation Finance
October 22, 2020 Page 3 Office of Real
Estate & Construction
FirstName LastName