Sec Form 13D Filing - LANDSEA HOLDINGS CORP filing for Landsea Homes Corp (LSEA) - 2024-03-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

Landsea Homes Corporation

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

51509P103

(CUSIP Number)

Qin Zhou

Executive Vice President

Landsea Holdings Corporation

530 Lytton Ave, 2nd Floor, Palo Alto, CA 94301

(213) 689-5132

With a copy to:

James Hsu, Esq.

Squire Patton Boggs (US) LLP

555 Flower St 31st floor

Los Angeles, CA 90071

(213) 689-5170

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 8, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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).

Landsea Green Management Limited (F/K/A Landsea Green Properties Co. Ltd) may be deemed to have beneficial ownership of such shares since Landsea Holdings is 100% indirectly owned by Landsea Green Management Limited. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Landsea Green Management Limited or any of its subsidiaries having a beneficial ownership interest in Landsea Holdings that it is the beneficial owner of any of the shares of Common Stock referred to herein for purposes of Section 13(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, and such beneficial ownership is expressly disclaimed.

Mr. Tian may be deemed to have beneficial ownership of the 16,940,729 shares of the Issuer’s Common Stock held of record by Landsea Holdings since Landsea Holdings is 100% indirectly owned by Landsea Green Management Limited (F/K/A Landsea Green Properties Co. Ltd) and Mr. Tian indirectly beneficially owns approximately 58.53% of Landsea Green Management Limited through his interest in Easycorps Group Limited (“Easycorps”), Greensheid Corporation (“Greensheid”), and Landsea International Holdings Limited (“Landsea International”). Easycorps is wholly-owned by Mr. Tian. Greensheid is wholly-owned by Landsea International, which in turn is wholly-owned by Landsea Group Co., Ltd. (“Landsea Group”). Mr. Tian is the controlling shareholder of Landsea Group. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Mr. Tian, Easycorps, Greensheid, Landsea Group, Landsea Green Management Limited or any of Landsea Green Management Limited’s subsidiaries having a beneficial ownership interest in Landsea Holdings that he or it is the beneficial owner of any of the shares of Common Stock referred to herein for purposes of Section 13(d) of Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

Statement on Schedule 13D

Explanatory Note

This Amendment No. 7 amends and supplements the Schedule 13D filed on January 19, 2021 (the “Original Schedule 13D”), as amended and supplemented by Amendment No. 1 filed on May 13, 2022, Amendment No. 2 filed on June 2, 2022, Amendment No. 3 filed on June 16, 2022, Amendment No. 4 filed on June 16, 2023, Amendment No. 5 filed on June 22, 2023, and Amendment No. 6 filed on July 21, 2023. This Amendment No. 7 reports that on March 8, 2024, Landsea Holdings disposed of 2,800,000shares of the Issuer’s Common Stock in the Secondary Offering, of which the spouse of the Reporting Person, Mr. Ming Tian, purchased 30,000 shares, and the number of shares reported as held by the Reporting Persons in this Amendment gives effect to such transaction.

Item 3. – Source and Amount of Funds or Other Consideration

The spouse of the Reporting Person, Mr. Ming Tian, purchased 30,000 shares of Common Stock of the Issuer with self-funding through participation as an investor in the Secondary Offering, at a price equal to the per share public offering price of $11.60 per share. The purchase was completed on March 8, 2024.

Item 4. – Purpose of Transaction

Item 4 is hereby amended to add the following supplemental information:

The information set forth in Item 6 is hereby incorporated by reference into Item 4 of this Amendment No. 7.

Item 5. – Interest in Securities of the Issuer

Item 5 is hereby amended to add the following supplemental information:

(a) - (b) As of March 8, 2024, after completing the sale of 2,800,000 shares of Common Stock in the Secondary Offering, Landsea Holdings beneficially owns 16,940,729 shares of Common Stock, which represents 47.03% of the issued and outstanding shares of Common Stock of the Issuer after the completion of the Secondary Offering. Each other Reporting Person may be deemed, for purposes of Rule 13d-3 under the Exchange Act, to share with Landsea Holdings the power to vote or dispose, or to direct the voting or disposition of, such shares of Common Stock, and thus, for the purpose of Rule 13d-3, the other Reporting Persons may be deemed to be the beneficial owners of the shares. Information about the relationships of the Reporting Persons on the cover pages are incorporated herein by reference.

In addition, the spouse of the Reporting Person, Mr. Ming Tian, purchased 30,000 shares of Common Stock of the Issuer through participation as an investor in the Secondary Offering, at a price equal to the per share public offering price of $11.60 per share. The purchase closed on March 8, 2024. Mr. Ming Tian may be deemed, for purposes of Rule 13d-3 under the Exchange Act, to share with his spouse the power to vote or dispose, or to direct the voting or disposition of, such 30,000 shares of Common Stock

(c) Except for the Secondary Offering (including the participation therein of the spouse of the Reporting Person, Mr. Ming Tian, as disclosed above), none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons named in Schedule A to the Original 13D Filing, has effected any transactions in the shares during the past 60 days.

Item 6. – Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended to add the following supplemental information:

Underwritten Secondary Offering

On March 5, 2024, the Issuer entered into an underwriting agreement (the “Underwriting Agreement”) with Landsea Holdings as the selling stockholder and B. Riley Securities, Inc. and Bo, as representative of the several underwriters named therein (the “Underwriters”), pursuant to which Landsea Holdings agreed to sell to the Underwriters an aggregate of 2,434,783 shares of Common Stock at a price per share of $11.60, before underwriting discounts and commissions (the “Secondary Offering”). Landsea Holdings also granted the Underwriters a 30-day option to purchase up to an aggregate of 365,217 additional shares of Common Stock (the “Additional Shares”) owned by Landsea Holdings. The spouse of the Reporting Person, Mr. Ming Tian,

purchased 30,000 shares of Common Stock of the Issuer through participation as an investor in the Secondary Offering, at a price equal to the per share public offering price of $11.60 per share, and the purchase was com pleted on March 8, 2024. The Underwriters elected to exercise in full their option to purchase the Additional Shares. The Secondary Offering, including the sale of the Additional Shares, closed on March 8, 2024. The Secondary Offering was made pursuant to a preliminary prospectus supplement and final prospectus supplement under the Issuer’s shelf registration statement on Form S-3 (File No. 333-252569) (the “Registration Statement”), each of which has been filed with the SEC.

In connection with the Secondary Offering, pursuant to the Underwriting Agreement, on March 5, 2024, Landsea Holdings, Landsea Green Management Limited and Mr. Ming Tian each executed lock-up agreements (the “Lock-Up Agreements”), pursuant to which and subject to specified exceptions, each agreed for a period of 90 days from March 5, 2024 not to, without the prior written consent of the Representative, offer, sell, contract to sell, pledge or grant any option to purchase or otherwise dispose of any shares of Common Stock or any securities convertible into or exchangeable for, or any rights to purchase or otherwise acquire Common Stock either owned as of the date of the Underwriting Agreement or thereafter acquired, enter into any swap or other derivatives transactions that transfers to another economic benefits or risks of ownership of such shares of Common Stock, file or cause to be filed a registration statement for the offer and sale of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock, or publicly disclose the intention to do any of the foregoing.

The foregoing descriptions of the Underwriting Agreement and Lock-Up Agreements do not purport to be complete and are qualified in their entirety by reference to the complete text of the Underwriting Agreement (and form of Lock-Up Agreement attached thereto), which is incorporated by reference herein as an exhibit hereto and is incorporated into this Item 6 by reference.

Item 7. – Material to be Filed as Exhibits

Item 7 is hereby supplemented to add the following as exhibits:

Exhibit 11. Underwriting Agreement dated March 5, 2024 by and among Landsea Homes Corporation, Landsea Holdings Corporation, as the selling stockholder thereto and B. Riley Securities, Inc., as representative of the several underwriters (incorporated by reference to Exhibit 1.1 of the Issuer’s Current Report on Form 8-K, filed with the SEC on March 8, 2024).

Exhibit 12. Form of Lock-Up Agreements dated March 5, 2024 by Landsea Holdings Corporation, Landsea Green Management Limited and Ming Tian (incorporated by reference to Exhibit A included in Exhibit 1.1 of the Issuer’s Current Report on Form 8-K, filed with the SEC on March 8, 2024).

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 11, 2024