Item 1.01 Entry into a Material Definitive Agreement.





Stockholder's Agreement

On the Closing Date, pursuant to the Merger Agreement, the Company and the Seller entered into that certain Stockholder's Agreement, whereby, among other things, the parties agreed (i) to certain board composition and nomination requirements, including rights to nominate directors in accordance with defined ownership thresholds, establish certain committees and their respective duties and allow for the compensation of directors, (ii) to provide the Seller with certain inspection and visitation rights, access to Company management, auditors and financial information, (iii) to provide the Seller with veto rights with respect to certain actions of the Company, (iv) not to, to the extent permitted by applicable law, share confidential information related to the Company, (v) to waive their right to jury trial and choose Delaware as the choice of law, and (vi) to vote their Common Stock in furtherance of the aforementioned rights, in each case on terms and subject to the conditions set forth therein. In addition, the Seller also agreed not to compete with the Company in the "domestic homebuilding business," as such term is defined therein, so long as it, together with its affiliates, controls more than 10% of the Company or has a representative serving on the board of directors.

The foregoing description of the Stockholder's Agreement is not complete and is qualified in its entirety by reference to the complete text of the Stockholder's Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.





Incentive Plan

On September 17, 2020, the Company's board of directors approved the Landsea Homes Corporation 2020 Stock Incentive Plan (the "Incentive Plan"), and the Company's stockholders approved the Incentive Plan at the Special Meeting (as defined below). The purpose of the Incentive Plan is to advance the interests of the Company and its stockholders by providing an incentive program that will enable the Company to attract, retain and award employees, consultants and directors and to provide them with an equity interest in the growth and profitability of the Company. These incentives are provided through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, other stock-based awards and cash-based awards.





                                       1

The foregoing description of the Incentive Plan is not complete and is qualified in its entirety by reference to the complete text of the Incentive Plan, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Sponsor Lock-Up Agreements and Seller Lock-Up Agreement

On the Closing Date, pursuant to the Merger Agreement, the Seller and Sponsor (and certain other holders of Class B Common Stock of the Company, par value $0.0001 ("Founder Shares") which converted to Common Stock on a one-to-one basis at Closing) each entered into an equity lock-up letter agreement with the Company, providing that each of Seller and Sponsor (and certain other holders of . . .

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the "Introductory Note" above is incorporated into this Item 2.01 by reference. On December 14, 2020, the Business Combination was approved by the Company's stockholders at a special meeting thereof (the "Special Meeting"), held in lieu of the 2020 annual meeting of the Company's stockholders.

Pursuant to the terms of the Merger Agreement, the aggregate consideration paid for the Business Combination was approximately $344 million. The consideration paid to the Seller consisted solely of 32,557,303 newly-issued shares of Common Stock, which shares were valued at $10.56 per share for purposes of determining the number of shares payable to the Seller for its ownership interests therein (the "Merger Consideration"). Additionally, concurrent with Closing, the Company also paid 250,415 newly-issued shares of Common Stock to certain investors (such issuance, together with the Merger Consideration, the "Stock Consideration") in connection with those certain Forward Purchase and Subscription Agreements entered into by and between the Company, Level Field Capital, LLC and such investors as of August 31, 2020 (the "Forward Purchase Transaction").

The material terms and conditions of the Merger Agreement and Forward Purchase Transaction are described in greater detail in the sections of the Proxy Statement entitled "Proposal No. 1-Approval of the Business Combination-The Merger Agreement" beginning on page 110 and "Proposal No. 1-Approval of the Business Combination-Forward Purchase Agreement" on page 119, which information is incorporated herein by reference.





              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K, including the information incorporated herein by reference, contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for the Company's business. Specifically, forward-looking statements may include statements relating to:

? the benefits of the Business Combination;

? the future financial performance of the Company following the Business

Combination;

? changes in the market for Landsea products and services;

? expansion plans and opportunities; and

? other statements preceded by, followed by or that include the words "may," "can," "should," "will," "estimate," "plan," "project," "forecast," "intend," "expect," "anticipate," "believe," "seek," "target" or similar expressions.





                                       3

These forward-looking statements are based on information available as of the date of this Current Report on Form 8-K and management's current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company's views as of any subsequent date. The Company does not undertake any obligation to update forward-looking statements to reflect . . .

Item 3.02 Unregistered Sales of Equity Securities.

The description of the Stock Consideration set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. The issuances of the shares of Class A Stock issued as Stock Consideration were not registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering without any form of general solicitation or general advertising.





                                       10

Item 3.03 Material Modification to Rights of Security Holders.

On the Closing Date, the Company filed the Second Amended and Restated Certificate of Incorporation of the Company (the "A&R Certificate") with the Secretary of State of the State of Delaware. The material terms of the A&R Certificate and the general effect upon the rights of holders of the Company's capital stock are described in the sections of the Proxy Statement entitled "Proposal No. 3-Approval of the Second Amended and Restated Certificate of Incorporation" and "Proposal No. 4-Approval of Certain Governance Provisions in the Second Amended and Restated Certificate of Incorporation" beginning on pages 137 and 141 of the Proxy Statement, respectively, which information is incorporated herein by reference. A copy of the A&R Certificate is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In addition, upon the Closing, pursuant to the terms of the Merger Agreement, the Company amended and restated its bylaws. A copy of the Company's Second Amended and Restated Bylaws is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.01 Changes in Control of the Registrant.

The information set forth in the "Introductory Note" and in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.





Incentive Plan

The information set forth under the heading "Incentive Plan" in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Directors and Executive Officers

The information regarding the Company's officers and directors set forth under the headings "Directors and Executive Officers" and "Executive Compensation" in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

In September 2017, the Company entered into an agreement with B. Prot Conseils, an entity controlled by Mr. Baudouin Prot, the former chairman of the Board, pursuant to which, he would be paid a cash fee of $150,000 per annum in exchange for his service. The agreement was effective as of October 1, 2017 and lasted until December 2019. On January 7, 2021, immediately prior to the consummation of the Business Combination, the Company and Mr. Prot amended the arrangement to provide a one-time payment of $75,000 in connection with prior services rendered to the Company, conditioned upon the Company successfully completing an acquisition of a target company prior to January 22, 2021. On January 7, 2021, the Company successfully completed the Business Combination and the $75,000 was paid to B. Prot Conseils. Mr. Prot resigned as chairman of the Board concurrent with the consummation of the Business Combination.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.06 Change in Shell Company Status.

As a result of the Business Combination, which fulfilled the definition of an "initial business combination" as required by the Company's Amended and Restated Certificate of Incorporation (the "Existing Certificate"), the Company ceased to be a shell company upon the Closing. The material terms of the Business Combination are described in the section of the Proxy Statement entitled "Proposal No. 1-Approval of the Business Combination" beginning on page 110, which information is incorporated herein by reference.







                                       11

Item 9.01 Financial Statements and Exhibits.





  (a) Financial statements of businesses acquired

The following financial statements included in the Proxy Statement are incorporated herein by reference:

1. The unaudited consolidated financial statements of Landsea Homes as of September 30, 2020 and December 31, 2019 and for the nine-months ended September 30, 2020 and 2019 included in the Proxy Statement beginning on page F-34 are incorporated herein by reference;

2. The consolidated financial statements of Landsea Homes as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017 included in the Proxy Statement beginning on page F-51 are incorporated herein by reference;





                                       12

3. The unaudited financial statements of LS-Boston Point LLC as of December 31, 2019 and for the year ended December 31, 2019 included in the Proxy Statement beginning on page F-76 are incorporated herein by reference;

4. The financial statements of LS-Boston Point LLC as of December 31, 2018 and 2017 and for the years ended December 31, 2018 and 2017 included in the Proxy Statement beginning on page F-85 are incorporated herein by reference.





  (b) Pro Forma Financial Information

The unaudited pro forma condensed combined statement of operations of the Company for the nine months ended September 30, 2020 and for the year ended December 31 2019 and the unaudited pro forma condensed combined balance sheet of the Company as of September 30, 2020 is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

(c) Exhibits

© Edgar Online, source Glimpses