General form for registration of securities under the Securities Act of 1933



STYLE="font: 10pt Times New Roman, Times, Serif">




As filed with the Securities and Exchange
Commission on February 9, 2021




Registration No. 333-252569














UNITED STATES




SECURITIES AND EXCHANGE COMMISSION




WASHINGTON, DC 20549








Amendment No. 1




to




FORM S-1




REGISTRATION STATEMENT





UNDER






THE SECURITIES ACT OF 1933







Landsea Homes Corporation




(Exact name of registrant as specified
in its charter)
































Delaware






1531






82-2196021





(State or other jurisdiction of




incorporation or organization)






(Primary Standard Industrial




Classification Code Number)






(I.R.S. Employer




Identification Number)







660 Newport Center Drive, Suite 300




Newport Beach, CA 92660




(949) 345-8080




(Address, including zip code, and telephone
number, including




area code, of registrant’s principal
executive offices)








Franco Tenerelli




Executive Vice President, Chief Legal
Officer and Secretary




Landsea Homes Corporation




660 Newport Center Drive, Suite 300




Newport Beach, CA 92660




(949) 345-8080




(Name, address, including zip code, and
telephone number, including




area code, of agent for service)







With copies to:







Dennis J. Friedman




Michael E. Flynn




Peter W. Wardle




Gibson, Dunn & Crutcher LLP




3161 Michelson Drive




Irvine, CA 92612




(949) 451-3800






Approximate date of commencement of proposed sale to the
public: As soon as practicable after this registration statement becomes effective.





If any of the securities being registered on this form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒





If this form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐





If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ☐





If this form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ☐





Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act. (Check one):


































Large accelerated filer









Accelerated filer








Non-accelerated filer









Smaller reporting company












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 7(a)(2)(B) of the Securities Act.
























CALCULATION OF REGISTRATION FEE

















































































































































































Title of Each Class of




Securities to be Registered




Amount to be Registered(1)



Proposed Maximum Offering Price Per Share



Proposed Maximum


Aggregate Offering


Price





Amount of




Registration Fee




Primary Offering

















Common Stock, par value $0.0001 per share(2)



7,052,500



$

11.50

(3)


$

81,103,750.00

(3)


$

8,848.42



















Secondary Offering

















Common Stock, par value $0.0001 per share(4)



41,338,553



$

9.275

(5)


$

383,415,079.08



$

41,830,59


Warrants to purchase Common Stock(6)



5,500,000


































Total










$

464,518,829



$

50,679.01

(7)




































(1)



Pursuant to Rule 416 under the Securities Act, the registrant is also registering an indeterminate number of additional shares of Common Stock that may become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction.



(2)



Consists of: (i) 1,552,500 shares of Common Stock that may be issued upon exercise of the public warrants issued in the registrant’s initial public offering as adjusted pursuant to the Warrant Amendment; and (ii) 5,500,000 shares of Common Stock that may be issued upon exercise of the Private Placement Warrants. The aggregate number of shares of Common Stock shall be adjusted to include any additional shares of Common Stock that may become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction.



(3)



Based upon the exercise price per share of Common Stock issuable upon exercise of the warrants.



(4)



Consists of the following shares of Common Stock registered for resale by the Selling Holders: (i) 5,500,000 shares of Common Stock underlying the Private Placement Warrants and (ii) 35,838,553 shares of Common Stock, including up to 2,530,835 Founder Shares, 32,557,303 Stock Consideration Shares , 500,000 Transfer Shares and 250,415 Forward Purchase Shares. The aggregate number of shares of Common Stock shall be adjusted to include any additional shares of Common Stock that may become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction.



(5)



Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act, based upon the average of the high and low selling prices of the Common Stock on February 8, 2021, as reported on Nasdaq Capital Market, under the symbol “LSEA.” Subsequent to the consummation of the Business Combination, on January 8, 2021, the trading symbol is “LSEA.”



(6)



Consists of 5,500,000 Private Placement Warrants. Pursuant to Rule 457(g), no separate registration fee is required for the warrants.



(7)



$53,497.78 previously paid.






The registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment
which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to such Section 8(a), may determine.











































EXPLANATORY NOTE





This Amendment No. 1 to this registration statement is being
filed solely to revise the signature page hereto. The prospectus is unchanged and has been omitted.























PART II








INFORMATION NOT REQUIRED IN PROSPECTUS








Item 13. Other Expenses of Issuance and Distribution.







The following table sets forth the fees
and expenses, other than underwriting discounts and commissions, payable by us in connection with the sale and distribution of
the securities being registered hereby.







































































SEC registration fee


$

53,498


FINRA filing fee



0


Printing fees and expenses



15,000


Registrar and transfer agent fees



0


Legal fees and expenses



175,000


Accounting fees and expenses



70,000


Miscellaneous



0







Total


$

313,498





We will bear all costs,
expenses and fees in connection with the registration of the securities, including with regard to compliance with state securities
or “blue sky” laws. The Selling Holders, however, will bear all underwriting commissions and discounts, if any, attributable
to their sale of the securities. All amounts are estimates except the SEC registration fee.






Item 14. Indemnification of Directors
and Officers.







Section 145 of the
DGCL, as amended, authorizes us to indemnify any director or officer under certain prescribed circumstances and subject to certain
limitations against certain costs and expenses, including attorney’s fees actually and reasonably incurred in connection
with any action, suit or proceeding, whether civil, criminal, administrative or investigative, to which a person is a party by
reason of being one of our directors or officers if it is determined that such person acted in accordance with the applicable standard
of conduct set forth in such statutory provisions.





Our Second Amended
and Restated Certificate of Incorporation provides that our directors will be indemnified by us to the fullest extent authorized
by Delaware law, as it now exists or may in the future be amended. We have entered into agreements with our officers and directors
to provide contractual indemnification in addition to the indemnification provided for in our Second Amended and Restated Certificate
of Incorporation.





Our Second Amended
and Restated Bylaws also permit us to secure insurance on behalf of any officer, director or employee for any liability arising
out of his or her actions, regardless of whether Delaware law would permit such indemnification. We have purchased a policy of
directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement
or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.





These provisions may
discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also
may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action,
if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely
affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification
provisions.





We believe that these
provisions, the directors’ and officers’ liability insurance and the indemnity agreements are necessary to attract
and retain talented and experienced officers and directors.









II-

1












Item 15. Recent Sales of Unregistered
Securities.







During the three years
preceding the filing of the registration statement of which this prospectus is a part, the Registrant has granted or issued the
following securities of the Registrant which were not registered under the Securities Act.





On June 12, 2018, we
issued 7,760,000 Private Placement Warrants to the Sponsor and the BlackRock Holders concurrently with the closing of our IPO.
On January 7, 2021, in connection with the Business Combination, we issued 32,557,303 Stock Consideration Shares to the Seller
pursuant to the Merger Agreement and 250,415 Forward Purchase Shares to the FPSA Investors pursuant to the Forward Purchase and
Subscription Agreement.





The sales of the above
securities were exempt from the registration requirements of the Securities Act in reliance on the exemptions afforded by Section
4(a)(2) of the Securities Act. Other than the IPO, no sales involved underwriters, underwriting discounts or commissions or public
offerings of securities of the Registrant.









II-

2














Item 16. Exhibits and Financial Statement
Schedules.








EXHIBIT INDEX




























































































Exhibit




Number





Description






2.1




Merger Agreement, dated August 31, 2020, by and among LF Capital Acquisition Corp., LFCA Merger Sub, Inc., Landsea Homes Incorporated and Landsea Holdings Corporation (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 31, 2020).+**



3.1




Second Amended and Restated Certificate of Incorporation of Landsea Homes Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 13, 2021).**



3.2




Second Amended and Restated Bylaws of Landsea Homes Corporation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 13, 2021).**



4.1




Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K filed with the SEC on February 24, 2020).**



4.2




Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K filed with the SEC on February 24, 2020).**



4.3




Warrant Agreement, dated June 19, 2018, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K filed with the SEC on February 24, 2020).**



4.4




First Amendment to the Warrant Agreement, dated January 7, 2021, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the SEC on January 13, 2021).**



5.1




Opinion of Gibson, Dunn & Crutcher LLP.**



10.1




Stockholder’s Agreement, by and between Landsea Homes Corporation and Landsea Holdings Corporation, dated January 7, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 13, 2021).**



10.2




Landsea Homes Corporation 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 13, 2021).**



10.3




Seller Lock-Up Agreement, by and between Landsea Holdings Corporation and Landsea Homes Corporation, dated January 7, 2021 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on January 13, 2021).**



10.4




Sponsor Lock-Up Agreement, by and between Level Field Capital, LLC, Bandouin Prot, Scott Reed, Elias Farhat, Djemi Traboulsi, James Erwin, Gregory Wilson and Landsea Homes Corporation, dated January 7, 2021 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on January 13, 2021).**



10.5




Sponsor Lock-Up Agreement, by and among Level Field Capital, LLC, Karen Wendel and Landsea Homes Corporation, dated January 7, 2021 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on January 13, 2021).**



10.6




Trademark License Agreement, by and among Landsea Homes Corporation and certain of its subsidiaries set forth on Exhibit A thereto and Landsea Group Co., Ltd., dated January 7, 2021 (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on January 13, 2021).**









II-

3









































































































10.7




Employment Agreement of John Ho, by and between Landsea Holdings Corporation and John Ho, dated August 31, 2020, and assigned to and assumed by Landsea Homes Corporation on January 7, 2021 (incorporated by reference to Annex O-1-1 to the Company’s Definitive Proxy Statement on Form DEF 14A filed with the SEC on November 23, 2020).**



10.8




Employment Agreement of Michael Forsum, by and between Landsea Holdings Corporation and Michael Forsum, dated August 31, 2020, and assigned to and assumed by Landsea Homes Corporation on January 7, 2021 (incorporated by reference to Annex O-2-1 to the Company’s Definitive Proxy Statement on Form DEF 14A filed with the SEC on November 23, 2020).**



10.9




Employment Agreement of Franco Tenerelli, by and between Landsea Holdings Corporation and Franco Tenerelli, dated August 31, 2020, and assigned to and assumed by Landsea Homes Corporation on January 7, 2021 (incorporated by reference to Annex O-3-1 to the Company’s Definitive Proxy Statement on Form DEF 14A filed with the SEC on November 23, 2020).**



10.10





Form of Director and Officer Indemnification Agreement (incorporated by reference to Annex L to the Company’s Definitive Proxy Statement on Form DEF 14A filed with the SEC on November 23, 2020).




14.1




Code of Business Conduct and Ethics of Landsea Homes Corporation (incorporated by reference to Exhibit 14.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 13, 2021).**



21.1




Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 13, 2021).**



23.1




Consent of RSM US LLP, independent registered accounting firm for LF Capital Acquisition Corp.**



23.2




Consent of PricewaterhouseCoopers LLP, independent registered accounting firm for Landsea Homes Incorporated.**



23.3




Consent of Walter & Shuffain, P.C., independent registered accounting firm for LS-Boston Point LLC.**



23.4




Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).**



24.1




Powers of Attorney (included on the signature page to the initial filing of this registration statement).**





101.INS


XBRL Instance
Document

101.SCH


XBRL Taxonomy Extension Schema Document

101.CAL


XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF


XBRL Taxonomy Extension Definitions Linkbase Document

101.LAB


XBRL Taxonomy Extension Label Linkbase Document

101.PRE


XBRL Taxonomy Extension Presentation Linkbase Document






















**



Previously filed.













+



Certain schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Company hereby agrees to hereby furnish supplementally a copy of all omitted schedules to the SEC upon request.






Item 17. Undertakings.














(1)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to
directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.











(2)

The undersigned Registrant hereby undertakes that:











(A)

For purposes of determining any liability under the Securities Act, the information omitted from
the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus
filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.











(B)

For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.








II-

4












SIGNATURES





Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Newport Beach, California, on February 9, 2021.



























LANDSEA HOMES CORPORATION







By:



/s/ John Ho





Name: John Ho


Title: Chief Executive Officer







Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the registrant
and in the capacities and on the date indicated.


























































































































































Name




Title




Date








/s/ John Ho



John Ho





Chief Executive Officer, Acting Chief Financial Officer and Director (Principal Executive Officer and Principal Financial Officer)




February 9, 2021








/s/ Trent Schreiner



Trent Schreiner





Senior Vice President of Accounting and Chief Accounting Officer (Principal Accounting Officer)




February 9, 2021








*



Ming Tian





Chairman of the Board




February 9, 2021








*



Qin Zhou





Director




February 9, 2021








*



Bruce D. Frank





Director




February 9, 2021








*



Thomas Hartfield





Director




February 9, 2021








*



Robert S. Miller





Director




February 9, 2021








*



Scott Reed





Director




February 9, 2021








*



Elias Farhat





Director




February 9, 2021








*



Tim T. Chang





Director




February 9, 2021

















*By:



/s/ John Ho





Name: John Ho


Title: Attorney-in-Fact










II-

5






The above information was disclosed in a filing to the SEC. To see the filing, click here.

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