Current Report Filing (8-k)
December 27 2021 - 3:24PM
Edgar (US Regulatory)
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2021-12-21
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2021-12-21
2021-12-21
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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 21, 2021
LANDSEA HOMES
CORPORATION
(Exact name of registrant as specified in
its charter)
Delaware
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001-38545
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82-2196021
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(State or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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660 Newport Center Drive, Suite 300 Newport Beach, California
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92660
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(Address of principal executive offices)
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(Zip Code)
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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)
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☐ 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))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol(s)
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Name
of Each Exchange on Which Registered
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Common
Stock, par value $0.0001 per share
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LSEA
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The
Nasdaq Capital Market
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Warrants
exercisable for Common Stock
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LSEAW
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The
Nasdaq Capital Market
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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)
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Emerging growth
company
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☒
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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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Item 1.01 Entry into a Material Definitive Agreement.
On December 21, 2021, Landsea Homes Corporation (the “Company”)
entered into Amendment No. 1 to the Stockholder’s Agreement with Landsea Holdings Corporation (“LHC”) to amend the terms
of the Stockholder’s Agreement (the “Amendment”), to provide that the size of the Company’s Board of Directors (the “Board”)
be increased from nine (9) to eleven (11) directors, and to increase the number of directors designated by LHC by one (1) director
for so long as the Combined Ownership Percentage (as defined in the Stockholder’s Agreement) is greater than 39%. The foregoing
description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which
is filed as Exhibit 10.2 hereto and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) On December 21, 2021, the Company’s Board appointed Ms. Susan
Lattmann and Ms. Mollie Fadule to serve as directors, effective December 31, 2021. The size of the Board was increased from nine
to eleven directors in connection with the appointments. Neither Ms. Lattmann nor Ms. Fadule has been appointed to serve on any
Board committee at this time and each will stand for election by the Company’s stockholders at the Annual Meeting of Stockholders
in June 2022.
Neither Ms. Lattmann nor Ms. Fadule has been selected as a director
pursuant to any arrangement or understanding between her and any other person and there are no related party transactions between
the Company and Ms. Lattmann or Ms. Fadule. Ms. Lattmann and Ms. Fadule will each receive compensation for service on the Board
in accordance with the standard compensatory arrangement described in the Company’s proxy statement filed on July 9, 2021 for non-employee
directors, pro-rated for service until the Annual Meeting of Stockholders in June 2022.
A copy of the Company’s press release announcing the appointments
of Ms. Lattmann and Ms. Fadule is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
(d) Exhibits
104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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LANDSEA HOMES CORPORATION
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Date:
December 27, 2021
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By:
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/s/
Franco Tenerelli
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Name:
Franco Tenerelli
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Title:
EVP, Chief Legal Officer and Secretary
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