UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
(Amendment No. 1)
_______________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 7, 2021
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LANDSEA HOMES CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware | 001-38545 | 82-2196021 | ||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||
660 Newport Center Drive, Suite 300 Newport Beach, California | 92660 | |||||
(Address of principal executive offices) | (Zip Code) | |||||
Registrant’s telephone number, including area code: (949) 345-8080
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
The | Capital Market||||
Warrants exercisable for Common Stock | LSEAW | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter) | |||
Emerging growth company | ☒ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐
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Explanatory Note
This Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) amends Item 2.01 and Item 9.01 of the Current Report on Form 8-K filed by Landsea Homes Corporation (formerly known as LF Capital Acquisition Corp.) (the “Company”) on January 13, 2021 and the second Form 8-K filed by the Company on January 13, 2021 due to the large number of events to be reported under the specified items of Form 8-K (together, the “Original Report”), in which the Company reported, among other events, the completion of the Business Combination (as defined in the Original Report).
This Amendment No. 1 (i) amends certain disclosures under Item 2.01 of the Original Report to provide an update of developments at the Company or its subsidiaries, subsequent to the filing date of the Original Report; (ii) amends the financial statements provided under Item 9.01(a) in the Original Report to include the audited financial statements of Landsea Homes US Corporation (formerly known as Landsea Homes Incorporated) (“Landsea Homes”) as of and for the year ended December 31, 2020, the Management’s Discussion and Analysis of Financial Condition and Results of Operations of Landsea Homes for the year ended December 31, 2020. and the unaudited financial statements of Boston Point LLC as of and for the year ended December 31, 2020; (iii) amends the pro forma financial information provided under Item 9.01(b) in the Original Report to include the unaudited pro forma condensed combined statement of operations of the Company for the year ended December 31, 2020 and the unaudited pro forma condensed combined balance sheet of the Company as of December 31, 2020 and (iv) adds the exhibits included below under Item 9.01(d).
This Amendment No. 1 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company or its subsidiaries, including Landsea Homes, subsequent to the filing date of the Original Report. The information previously reported in or filed with the Original Report is hereby incorporated by reference to this Form 8-K/A.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Business and Properties
The information set forth in the section of the Company’s Annual Report on Form 10-K filed on March 12, 2021 (“Form 10-K”) entitled “Business” beginning on page 1 and entitled “Properties” beginning on page 48 is incorporated herein by reference.
Risk Factors
The information set forth in the section of the Form 10-K entitled “Risk Factors” beginning on page 17 is incorporated herein by reference.
Selected Historical Financial and Other Information
The information set forth in the section of the Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 filed on March 12, 2021 (“Form S-1”) entitled “Summary Historical Consolidated Financial Information of Landsea Homes” beginning on page 14 is incorporated herein by reference.
Unaudited Pro Forma Condensed Combined Financial Information
The information set forth in Exhibit 99.4 to this Amendment No. 1 is incorporated herein by reference.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information set forth in Exhibit 99.2 to this Amendment No. 1 is incorporated herein by reference.
Quantitative and Qualitative Disclosures About Market Risk
The information set forth in the section of Exhibit 99.2 to this Amendment No. 1 entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures About Market Risk” beginning on page 24 is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management
The information set forth in the section of the Form S-1 entitled “Beneficial Ownership of Securities” beginning on page 129 is incorporated herein by reference.
Directors and Executive Officers, Director Independence, Committees of the Board of Directors
The information set forth in the section of the Form S-1 entitled “Management” beginning on page 109 is incorporated herein by reference.
Executive Compensation and Director Compensation
The information set forth in the section of the Form S-1 entitled “Executive Compensation” beginning on page 102 is incorporated herein by reference.
Legal Proceedings
The information set forth in the section of the Form 10-K entitled “Legal Proceedings” beginning on page 48 is incorporated herein by reference.
Financial Statements, Supplementary Data and Exhibits
The information set forth in sections (a), (b) and (d) of Item 9.01 of this Amendment No. 1 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired
1. | The audited consolidated financial statements of Landsea Homes as of the years ended December 31, 2020 and December 31, 2019 and for each of the three years in the period ended December 31, 2020 are filed herewith as Exhibit 99.1 and incorporated by reference herein. |
2. | The Management’s Discussion and Analysis of Financial Condition and Results of Operations of Landsea Homes for the year ended December 31, 2020 is filed herewith as Exhibit 99.2 and incorporated by reference herein. |
3. | The unaudited financial statements of LS-Boston Point LLC as of and for the years ended December 31, 2020 and December 31, 2019 are filed herewith as Exhibit 99.3 and incorporated by reference herein. |
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined statement of operations of the Company for the year ended December 31, 2020 and the unaudited pro forma condensed combined balance sheet of the Company as of December 31, 2020, is attached hereto as Exhibit 99.4 and is incorporated by reference herein.
(d) Exhibits
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EXHIBIT INDEX
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* | Filed herewith. | |
^ | Management contract or compensatory plan or arrangement. | |
+ | Certain schedules to or portions of this Exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of all omitted schedules to the SEC upon request. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LANDSEA HOMES CORPORATION | ||||||||
Date: March 12, 2021 | By: | /s/ John Ho | ||||||
Name: John Ho | ||||||||
Title: Chief Executive Officer |
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