UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________

FORM 8-K/A

(Amendment No. 1)

_______________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 7, 2021

 _______________________________________

LANDSEA HOMES CORPORATION

(Exact name of registrant as specified in its charter)

 _______________________________________

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:

Securities registered pursuant to Section 12(b) of the Act:

Explanatory Note

This Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) amends Item 2.01 and Item 9.01 of the Current Report on Form 8-K filed by Landsea Homes Corporation (formerly known as LF Capital Acquisition Corp.) (the “Company”) on January 13, 2021 and the second Form 8-K filed by the Company on January 13, 2021 due to the large number of events to be reported under the specified items of Form 8-K (together, the “Original Report”), in which the Company reported, among other events, the completion of the Business Combination (as defined in the Original Report).

This Amendment No. 1 (i) amends certain disclosures under Item 2.01 of the Original Report to provide an update of developments at the Company or its subsidiaries, subsequent to the filing date of the Original Report; (ii) amends the financial statements provided under Item 9.01(a) in the Original Report to include the audited financial statements of Landsea Homes US Corporation (formerly known as Landsea Homes Incorporated) (“Landsea Homes”) as of and for the year ended December 31, 2020, the Management’s Discussion and Analysis of Financial Condition and Results of Operations of Landsea Homes for the year ended December 31, 2020. and the unaudited financial statements of Boston Point LLC as of and for the year ended December 31, 2020; (iii) amends the pro forma financial information provided under Item 9.01(b) in the Original Report to include the unaudited pro forma condensed combined statement of operations of the Company for the year ended December 31, 2020 and the unaudited pro forma condensed combined balance sheet of the Company as of December 31, 2020 and (iv) adds the exhibits included below under Item 9.01(d).

This Amendment No. 1 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company or its subsidiaries, including Landsea Homes, subsequent to the filing date of the Original Report. The information previously reported in or filed with the Original Report is hereby incorporated by reference to this Form 8-K/A.

Item 2.01 Completion of Acquisition or Disposition of Assets.

Business and Properties

The information set forth in the section of the Company’s Annual Report on Form 10-K filed on March 12, 2021 (“Form 10-K”) entitled “Business” beginning on page 1 and entitled “Properties” beginning on page 48 is incorporated herein by reference.

Risk Factors

The information set forth in the section of the Form 10-K entitled “Risk Factors” beginning on page 17 is incorporated herein by reference.

Selected Historical Financial and Other Information

The information set forth in the section of the Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 filed on March 12, 2021 (“Form S-1”) entitled “Summary Historical Consolidated Financial Information of Landsea Homes” beginning on page 14 is incorporated herein by reference.

Unaudited Pro Forma Condensed Combined Financial Information

The information set forth in Exhibit 99.4 to this Amendment No. 1 is incorporated herein by reference.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information set forth in Exhibit 99.2 to this Amendment No. 1 is incorporated herein by reference.

Quantitative and Qualitative Disclosures About Market Risk

The information set forth in the section of Exhibit 99.2 to this Amendment No. 1 entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures About Market Risk” beginning on page 24 is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

The information set forth in the section of the Form S-1 entitled “Beneficial Ownership of Securities” beginning on page 129 is incorporated herein by reference.

Directors and Executive Officers, Director Independence, Committees of the Board of Directors

The information set forth in the section of the Form S-1 entitled “Management” beginning on page 109 is incorporated herein by reference.

Executive Compensation and Director Compensation

The information set forth in the section of the Form S-1 entitled “Executive Compensation” beginning on page 102 is incorporated herein by reference.

Legal Proceedings

The information set forth in the section of the Form 10-K entitled “Legal Proceedings” beginning on page 48 is incorporated herein by reference.

Financial Statements, Supplementary Data and Exhibits

The information set forth in sections (a), (b) and (d) of Item 9.01 of this Amendment No. 1 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a)       Financial statements of business acquired

(b)       Pro Forma Financial Information

The unaudited pro forma condensed combined statement of operations of the Company for the year ended December 31, 2020 and the unaudited pro forma condensed combined balance sheet of the Company as of December 31, 2020, is attached hereto as Exhibit 99.4 and is incorporated by reference herein.

(d)        Exhibits

EXHIBIT INDEX

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.