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): December 5, 2024
LANDSEA HOMES CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | | 001-38545 | | 82-2196021 |
| | | | | |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
| 1717 McKinney Avenue, Suite 1000 | | |
| Dallas, Texas | | 75202 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (949) 345-8080
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) |
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| ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ 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) |
| |
| | 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. | ☐ |
Item 1.01 Entry into a Material Definitive Agreement.
On December 5, 2024, Landsea Homes Corporation (the “Company”) entered into a settlement agreement and release (the “Settlement Agreement”) with Landsea Holdings Corporation (“Landsea Holdings”), pursuant to which, among other things, Landsea Holdings agreed to pay the Company approximately $4.3 million as settlement and compensation for certain services previously provided by the Company to Landsea Holdings.
The foregoing description of the Settlement Agreement does not purport to be a complete description of the Settlement Agreement and is qualified in its entirety by reference to the complete text of the Settlement Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(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: December 5, 2024 | By: | /s/ C. Kelly Rentzel |
| | | Name: C. Kelly Rentzel |
| | | Title: General Counsel |
