UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 8-K
______________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 13, 2023
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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 |
| Common Stock, par value $0.0001 per share | | LSEA | | The Nasdaq 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) |
| 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. | ☐ |
| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 13, 2023, Landsea Homes Corporation (the “Company”) entered into an Amended and Restated Stockholder’s Agreement (the “A&R Agreement”) with Landsea Holdings Corporation (“LHC”), to, among other things, provide that the number of directors designated by LHC will be determined by a formula based on the size of the Board of Directors and the Combined Ownership Percentage (as defined in the A&R Agreement). The foregoing description of the A&R Agreement does not purport to be complete and is qualified in its entirety by reference to the A&R Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
(d) Exhibits
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: June 14, 2023 | By: | /s/ Franco Tenerelli |
| | | Name: Franco Tenerelli |
| | | Title: EVP, Chief Legal Officer and Secretary |
