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If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
This amendment is filed solely to report the warrants that were inadvertently omitted from the original Form 3 filed by Ming Tian on January 11, 2021. |
(2) |
Immediately prior to the closing of the initial business combination of the Issuer on January 7, 2021 (the "Business Combination"), pursuant to that certain Agreement and Plan of Merger, dated as of August 31, 2020, by and among the Issuer, LFCA Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Issuer, Landsea Homes Incorporated, a Delaware corporation, and Landsea Holdings Corporation, a Delaware corporation ("Landsea Holdings"), Level Field Capital, LLC ("Level Field") transferred to Landsea Holdings, 2,200,000 warrants issued to Level Field in a private placement on June 22, 2018. Each warrant becomes exercisable 30 days after the completion of the Business Combination and expires five years after the completion of the Business Combination or earlier upon redemption or liquidation. Each warrant is exercisable for one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment. |
(3) |
These warrants are beneficially owned by Landsea Holdings, which is 100% indirectly owned by Landsea Green Properties Co. Ltd, of which Mr. Tian indirectly beneficially owns approximately 57.8% 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, and Greensheid is wholly-owned by Landsea International, which in turn is wholly-owned by Landsea Group Co., Ltd., of which Mr. Tian is the controlling shareholder. Mr. Tian may be deemed to have beneficial ownership of the securities held by Landsea Holdings. (continued to footnote 4) |
(4) |
(continued from footnote 3) Mr. Tian disclaims beneficial ownership of the securities held by Landsea Holdings, except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not otherwise be deemed an admission that Mr. Tian is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |