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 | ||
|
|
|
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
| Amount to be Registered(1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price |
| ||||||||||||
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
II-
3
** | 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 | ||
| Chief Executive Officer, Acting Chief Financial Officer and Director (Principal Executive Officer and Principal Financial Officer) | February 9, 2021 | ||
| Senior Vice President of Accounting and Chief Accounting Officer (Principal Accounting Officer) | February 9, 2021 | ||
| Chairman of the Board | February 9, 2021 | ||
| Director | February 9, 2021 | ||
| Director | February 9, 2021 | ||
| Director | February 9, 2021 | ||
| Director | February 9, 2021 | ||
| Director | February 9, 2021 | ||
| Director | February 9, 2021 | ||
| 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.
To receive a free e-mail notification whenever LF Capital Acquisition Corp. makes a similar move, sign up!
Other recent filings from the company include the following:
LF Capital Acquisition Corp.'s President and COO just picked up 226,536 shares - April 1, 2021
LF Capital Acquisition Corp.'s Chief Executive Officer just picked up 237,894 shares - April 1, 2021
LF Capital Acquisition Corp. just filed a prospectus, suggesting it plans to soon issue some securities - March 25, 2021
Changes in - March 24, 2021
