Landsea Homes Corporation 

41,301,645 Shares of Common Stock 

5,500,000 Warrants to Purchase Common Stock

This prospectus supplement is being filed to update and supplement information contained in the prospectus dated March 19, 2021 (the “Prospectus”) related to: (1) the issuance by us of up to 7,052,500 shares of our common stock, par value $0.0001 per share (“Common Stock”) that may be issued upon exercise of warrants to purchase Common Stock at an exercise price of $11.50 per share of Common Stock, including the public warrants and the Private Placement Warrants (as defined in the Prospectus); and (2) the offer and sale, from time to time, by the Selling Holders (as defined in the Prospectus) identified in the Prospectus, or their permitted transferees, of (i) up to 41,301,645 shares of Common Stock and (ii) up to 5,500,000 Private Placement Warrants, with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 24, 2021 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our Common Stock and warrants are traded on the Nasdaq Global Market under the symbols “LSEA” and “LSEAW,” respectively. On March 24, 2021, the closing price of our Common Stock was $9.49 per share and the closing price of our warrants was $0.2131 per warrant.

Investing in our securities involves risks. See “Risk Factors” beginning on page 16 of the Prospectus and in any applicable prospectus supplement.

Neither the Securities and Exchange Commission nor any other regulatory body have approved or disapproved these securities, or passed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is March 25, 2021.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________

FORM 8-K

_______________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 18, 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:

As previously disclosed, on January 7, 2021, the registrant Landsea Homes Corporation (the “Company”), formerly known as LF Capital Acquisition Corp. (“LF Capital”), announced the consummation of the previously announced business combination by and among LF Capital, a Delaware corporation, LFCA Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a direct, wholly-owned subsidiary of LF Capital, Landsea Homes Incorporated, a Delaware corporation (“Landsea”), and Landsea Holdings Corporation, a Delaware corporation (the “Seller”), such that Merger Sub was merged with and into Landsea, with Landsea continuing as the surviving corporation. In connection with the closing of the business combination (the “Closing”), the Company owns, directly and indirectly, 100% of the stock in Landsea and its subsidiaries and the Seller, as the sole stockholder of Landsea, holds approximately 71% of the Company’s common stock. For accounting purposes, Landsea is considered the accounting acquirer in the business combination. PricewaterhouseCoopers LLP (“PwC”) was the independent registered public accounting firm for Landsea and its subsidiaries prior to the Closing.

In connection with the Closing, the Company changed its name from LF Capital Acquisition Corp. to Landsea Homes Corporation. RSM US LLP (“RSM”) has served as the Company’s independent registered public accounting firm since its inception in 2017.

(a) Dismissal of Independent Registered Public Accounting Firm

On March 18, 2021, following the completion of the Company’s audit for the year ended December 31, 2020, which consisted only of the accounts of the pre-merger Special Purpose Acquisition Company, and the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, the Audit Committee of the Board of Directors (the “Audit Committee”) of the Company dismissed RSM as the Company’s independent registered public accounting firm.

RSM’s reports on the Company’s consolidated financial statements as of and for the years ended December 31, 2020 and 2019 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except for the following:

(i) RSM’s report on the Company’s consolidated financial statements as of and for the years ended December 31, 2019 and 2018, contained a separate paragraph stating that “The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s mandatory liquidation and subsequent dissolution if it does not complete a business combination by June 22, 2020 raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.”

(ii) RSM’s report on the Company’s consolidated financial statements as of and for the years ended December 31, 2020 and 2019, contained a separate paragraph stating that “As discussed in Note 10 to the financial statements, on January 7, 2021 the Company completed the business combination pursuant to the Merger Agreement described in Note 1.”

During the years ended December 31, 2020 and 2019, and the subsequent interim period through March 18, 2021, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and RSM on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to RSM’s satisfaction, would have caused RSM to make reference thereto in their reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

The Company has requested that RSM furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter, dated March 24, 2021, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Engagement of Independent Registered Public Accounting Firm

On March 18, 2021, the Audit Committee engaged PwC as the Company’s independent registered public accounting firm.

During the years ended December 31, 2020 and 2019, and the subsequent interim period through March 18, 2021, neither the Company nor anyone on its behalf has consulted with PwC regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that PwC concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

(d) Exhibits

Exhibit No. Description

16.1      Letter from RSM US LLP addressed to the Securities and Exchange Commission, dated as of March 24, 2021

104       Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Exhibit 16.1

RSM

RSM US LLP

4 Times Square

151 W. 42 Street, 19th Floor

New York, NY 10036, USA

T +1 212 372 1000

F +1 212 372 1001

www.rsmus.com

March 24, 2021

Securities and Exchange Commission

Washington, D.C. 20549

Commissioners:

We have read Landsea Homes Corporation’s statements included under Item 4.01(a) of its Form 8-K filed on March 24, 2021 and we agree with such statements concerning our firm.

/s/ RSM US LLP