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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Southland Holdings, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
84445C100 (CUSIP Number) |
Frankie "Frank" S. Renda 1100 Kubota Drive, Grapevine, TX, 76051 817-293-4263 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/27/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 84445C100 |
| 1 |
Name of reporting person
Frankie "Frank" S. Renda | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
27,811,703.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
51.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Represents 14,967,754 shares of common stock, par value $0.0001 per share ('Common Stock'), of Southland Holdings, Inc. (the 'Company') held directly by Mr. Renda.
(2) Represents (i) 6,140,497 shares of Common Stock of the Company held by the Frank Renda 2015 Irrevocable Trust, (ii) 2,211,394 shares of Common Stock of the Company held by the Dominic Vincent Renda Trust, (iii) 2,211,394 shares of Common Stock of the Company held by the Madison Nicole Renda Trust, (iv) 2,211,394 shares of Common Stock of the Company held by the Santino Leonidas Renda Trust and (v) 69,270 shares of Common Stock of the Company held by Mr. Renda's spouse. Mr. Renda may be deemed to have sole voting and/or dispositive power over the shares of Common Stock of the Company held by (a) the Frank Renda 2015 Irrevocable Trust, the Dominic Vincent Renda Trust, the Madison Nicole Renda Trust and the Santino Leonidas Renda Trust as Trustee of each such trust and (b) Mr. Renda's spouse.
(3) Based on the sum of (a) 48,105,512 shares of Common Stock of the Company outstanding on November 1, 2024, as reported in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2024 plus (b) 5,830,899 shares of Common Stock of the Company issued pursuant to certain Securities Purchase Agreements, as reported in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 30, 2024.
SCHEDULE 13D
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| CUSIP No. | 84445C100 |
| 1 |
Name of reporting person
Frank Renda 2015 Irrevocable Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
6,140,497.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Represents 6,140,497 shares of Common Stock of the Company held directly by the Frank Renda 2015 Irrevocable Trust.
(2) Based on the sum of (a) 48,105,512 shares of Common Stock of the Company outstanding on November 1, 2024, as reported in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2024 plus (b) 5,830,899 shares of Common Stock of the Company issued pursuant to certain Securities Purchase Agreements, as reported in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 30, 2024.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
Southland Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1100 Kubota Drive, Grapevine,
TEXAS
, 76051. | |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D ("Amendment No. 2") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on February 24, 2023, as amended by Amendment No. 1 filed on May 25, 2023 (collectively, the "Schedule"), relating to the shares of common stock, par value $0.0001 per share ("Common Stock") of Southland Holdings, Inc. (the "Company"). Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule. Except as otherwise provided herein, each Item of the Schedule remains unchanged. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and supplemented to add the following:
From August 17, 2023 to December 29, 2023, the Mr. Renda purchased an aggregate of 61,928 shares of Common Stock of the Company on the open market with cash.
On March 25, 2024, the Company issued 29,806 shares of Common Stock to Mr. Renda pursuant to the Company's 2022 Equity Incentive Plan, of which 700 shares of Common Stock were withheld to satisfy tax withholding obligations.
On December 27, 2024 (the "Closing Date"), the Company entered into a Securities Purchase Agreement with Mr. Renda pursuant to which the Company agreed to issue to Mr. Renda 3,396,233 shares of Common Stock, in exchange for the full satisfaction and discharge of (i) $3,549,163.96 under that certain promissory note, dated October 31, 2016, with an original principal amount of $3,857,363, (ii) $4,250,000 under that certain promissory note, dated February 14, 2023, with an original principal amount of $14,755,815 and (iii) $3,849,920.89 under that certain promissory note, dated March 15, 2024, with an original principal amount of $3,844,254.21, based on a price per share of $3.43. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented as follows:
The securities covered by the Schedule and this Amendment No. 2 were acquired for investment purposes.
Mr. Renda currently serves as (i) a Class III Director of the Company; (ii) interim Chairman of the Board; and (iii) President and Chief Executive Officer of the Company. As a director and officer of the Company, the Reporting Person may have influence over the corporate activities of the Company, including activities which may relate to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D.
Except as set forth in this Item 4, the Reporting Persons do not have any present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons retain the right to change their investment intent and may, from time to time, acquire additional shares of Common Stock or other securities of the Company, or sell or otherwise dispose of (or enter into plans or arrangements to sell or otherwise dispose of), all or part of the shares of Common Stock or other securities of the Company, if any, beneficially owned by the Reporting Persons, in any manner permitted by law. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and supplemented as follows:
The aggregate number and percentage of the outstanding shares of Common Stock of the Company beneficially owned by Mr. Renda are as follows: 27,811,703 shares of Common Stock, constituting 51.56% of the Common Stock of the Company issued and outstanding.
The aggregate number and percentage of the outstanding shares of Common Stock of the Company beneficially owned by the Frank Renda 2015 Irrevocable Trust are as follows: 6,140,497 shares of Common Stock, constituting 11.4% of the Common Stock of the Company issued and outstanding. | |
| (b) | Item 5(b) is hereby amended and supplemented as follows:
The aggregate number and percentage of the outstanding shares of Common Stock of the Company beneficially owned by Mr. Renda are as follows:
Sole power to vote or direct the vote: 14,967,754(1)
Shared power to vote or direct the vote: 12,843,949(2)
Sole power to dispose or direct the disposition of: 14,967,754(1)
Shared power to dispose or direct the disposition of: 12,843,949(2)
(1) Represents 14,967,754 shares of Common Stock of the Company held directly by Mr. Renda.
(2) Represents (i) 6,140,497 shares of Common Stock of the Company held by the Frank Renda 2015 Irrevocable Trust, (ii) 2,211,394 shares of Common Stock of the Company held by the Dominic Vincent Renda Trust, (iii) 2,211,394 shares of Common Stock of the Company held by the Madison Nicole Renda Trust, (iv) 2,211,394 shares of Common Stock of the Company held by the Santino Leonidas Renda Trust and (v) 69,270 shares of Common Stock of the Company held by Mr. Renda's spouse. Mr. Renda may be deemed to have sole voting and/or dispositive power over the shares of Common Stock of the Company held by (a) the Frank Renda 2015 Irrevocable Trust, the Dominic Vincent Renda Trust, the Madison Nicole Renda Trust and the Santino Leonidas Renda Trust as Trustee of each such trust and (b) Mr. Renda's spouse.
The aggregate number and percentage of the outstanding shares of Common Stock of the Company beneficially owned by the Frank Renda 2015 Irrevocable Trust are as follows:
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 6,140,497(1)
Sole power to dispose or direct the disposition of: 0
Shared power to dispose or direct the disposition of: 6,140,497(1)
(1) Represents 6,140,497 shares of Common Stock of the Company held directly by the Frank Renda 2015 Irrevocable Trust. | |
| (c) | Item 5(c) is hereby amended and supplemented to add the following:
On the Closing Date, the Company entered into a Securities Purchase Agreement with Mr. Renda pursuant to which the Company agreed to issue to Mr. Renda 3,396,233 shares of Common Stock, in exchange for the full satisfaction and discharge of (i) $3,549,163.96 under that certain promissory note, dated October 31, 2016, with an original principal amount of $3,857,363, (ii) $4,250,000 under that certain promissory note, dated February 14, 2023, with an original principal amount of $14,755,815 and (iii) $3,849,920.89 under that certain promissory note, dated March 15, 2024, with an original principal amount of $3,844,254.21, based on a price per share of $3.43. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
On the Closing Date, the Company entered into a Securities Purchase Agreement with Mr. Renda pursuant to which the Company agreed to issue to Mr. Renda 3,396,233 shares of Common Stock, in exchange for the full satisfaction and discharge of (i) $3,549,163.96 under that certain promissory note, dated October 31, 2016, with an original principal amount of $3,857,363, (ii) $4,250,000 under that certain promissory note, dated February 14, 2023, with an original principal amount of $14,755,815 and (iii) $3,849,920.89 under that certain promissory note, dated March 15, 2024, with an original principal amount of $3,844,254.21, based on a price per share of $3.43. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended and supplemented to add the following exhibit:
Exhibit 6 - Securities Purchase Agreement, dated as of December 27, 2024, by and between Frank S. Renda and Southland Holdings, Inc. (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on December 30, 2024). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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