LSEAW Landsea Homes Corporation

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

Name of Reporting Persons

Landsea Holdings Corporation

Check the Appropriate Box if a Member of a Group

(a) ☐  (b) ☐

SEC Use Only

Source of Funds

OO (see Item 3)

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Item 2(d) or 2(e)

☐

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

Sole Voting Power

- 0 -

Shared Voting Power

9,035,151 (1) (see Items 4 and 5)

Sole Dispositive Power

- 0 -

Shared Dispositive Power

9,035,151 (1)(A) (see Items 4 and 5)

Aggregate Amount Beneficially Owned by Each Person

9,035,151 shares of Common Stock (1) (see Items 4 and 5)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

☐

Percent of Class Represented by Amount in Row (11)

24.90% (2)

Type of Reporting Person

CO; HC

Consists of 9,035,151 shares of common stock “(“Common Stock”) of Landsea Homes Corporation (the “Issuer”) held of record by Landsea Holdings Corporation (“Landsea Holdings”) immediately following the completion of the transfer of (i) 4,100,000 shares of Common Stock by Landsea Holdings pursuant to the terms of the Payment Agreement Regarding Credit Agreement and Loan Documents (the “Payment Agreement”) dated May 10, 2024, entered into by Landsea Holdings as borrower, and 1103849 B.C. LTD., as lender (the “Lender”) to Ever Fast Holdings Limited, a subsidiary and designee of the Lender (“Ever Fast”) on May 14, 2024, (ii) 80,000 shares of Common Stock by Landsea Holdings to Qin Zhou pursuant to that certain Stock Bonus Award Agreement between Landsea Holdings and Qin Zhou (the “Zhou Agreement”) on June 3, 2024, (iii) 50,000 shares of Common Stock by Landsea Holdings to Yitu Wang pursuant to that certain Stock Bonus Award Agreement between Landsea Holdings and Yitu Wang (the “Wang Agreement,” together with the Zhou Agreement the “Stock Bonus Award Agreements”) on June 3, 2024, (iv) 150,000 shares of Common Stock by Landsea Holdings to Chao Liu on June 20, 2024 pursuant to that certain Stock Purchase Agreement dated June 17, 2024 between Landsea Holdings and Chao Liu (the “Liu SPA”), (v) 150,000 shares of Common Stock by Landsea Holdings to Xiao Ning Liu on June 20, 2024 pursuant to that certain Stock Purchase Agreement dated June 17, 2024 between Landsea Holdings and Xiao Ning Liu (the “Xiao Ning SPA”), (vi) 150,000 shares of Common Stock by Landsea Holdings to Wan Kian Chong on June 20, 2024 pursuant to that certain Stock Purchase Agreement dated June 17, 2024 between Landsea Holdings and Wan Kian Chong (the “Chong SPA,” collectively with the Liu SPA and the Xiao Ning SPA, the “SPAs”), and (vii) 3,225,578 shares of Common Stock owned by Landsea Holdings to East West Bank on September 26, 2024 pursuant to the Commercial Pledge Agreement dated June 29, 2023 between East West Bank and Landsea Holdings, and the Agreement Regarding Consensual Resolution of Credit Facility dated September 22, 2024 between East West Bank and Landsea Holdings.

The percentage ownership is based upon 36,282,883 shares of Common Stock issued and outstanding as of September 20, 2024.

Name of Reporting Persons

Landsea Green Management Limited (F/K/A Landsea Green Properties Co. Ltd.)

Check the Appropriate Box if a Member of a Group

(a) ☐  (b) ☐

SEC Use Only

Source of Funds

OO (see Item 3)

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Item 2(d) or 2(e)

☐

Citizenship or Place of Organization

Bermuda

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

Sole Voting Power

- 0 -

Shared Voting Power

9,035,151 (1) (see Items 4 and 5)

Sole Dispositive Power

- 0 -

Shared Dispositive Power

9,035,151 (1)(A) (see Items 4 and 5)

Aggregate Amount Beneficially Owned by Each Person

9,035,151 shares of Common Stock (1) (see Items 4 and 5)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

☐

Percent of Class Represented by Amount in Row (11)

24.90% (2)

Type of Reporting Person

CO; HC

Consists of 9,035,151 shares of the Issuer’s Common Stock held of record by Landsea Holdings after (a) acquiring (i) 32,557,303 shares of Common Stock issued by the Issuer as merger consideration pursuant to that certain Agreement and Plan of Merger dated August 31, 2020 by and among the Issuer, Landsea Holdings, LFCA Merger Sub, Inc. and Landsea Homes Incorporation (as amended, the “Merger Agreement”) and (ii) 5,000,000 shares of Common Stock pursuant to the Sponsor Surrender Agreement defined in the Merger Agreement, (b) disposing of 179,038 shares of Common Stock pursuant to the Merger Agreement, (c) disposing of 4,838,710 shares of Common Stock pursuant to the Stock Purchase Agreement dated as of May 31, 2022, (d) disposing of 4,398,826 shares of Common Stock pursuant to the Share Repurchase Agreement dated as of June 1, 2022, (e) the automatic surrender and forfeiture on January 7, 2023 of 500,000 shares of Common Stock pursuant to the Sponsor Surrender Agreement, (f) the sale of 2,956,522 shares of Common Stock by Landsea Holdings pursuant to that certain underwriting agreement dated June 12, 2023 by the Issuer, Landsea Holdings as the selling stockholder and B. Riley Securities, Inc., as representative of the several underwriters named therein (the “2023 Underwriting Agreement”) on June 15, 2023, (g) the sale of 443,478 shares of Common Stock by Landsea Holdings pursuant to the exercise in full of the underwriters’ option to purchase additional shares under the 2023 Underwriting Agreement, (h) the sale of 2,8,000 shares of Common Stock by Landsea Holdings pursuant to that certain underwriting agreement dated March 5, 2024 by the Issuer, Landsea Holdings as the selling stockholder and B. Riley Securities, Inc. and BofA Securities, Inc. as representatives of the several underwriters named therein (the “2024 Underwriting Agreement”) on March 8, 2024, (i) the transfer of 4,100,000 shares of Common Stock by Landsea Holdings on May 14, 2024 pursuant to the Payment Agreement by Landsea Holdings as borrower and 1103849 B.C. LTD., as lender, (j) the transfer of 80,000 shares of Common Stock by Landsea Holdings to Qin Zhou pursuant to the Zhou Agreement on June 3, 2024, (k) the transfer of 50,000 shares of Common Stock by Landsea Holdings to Yitu Wang pursuant to the Wang Agreement on June 3, 2024, (l) the transfer of 450,000 shares of Common Stock on June 20, 2024 pursuant to the SPAs, and (m) the transfer of 3,225,578 shares of Common Stock held by Landsea Holdings to East West Bank on September 26, 2024 pursuant to the Commercial Pledge Agreement dated June 29, 2023 between East West Bank and Landsea Holdings, and the Agreement Regarding Consensual Resolution of Credit Facility dated September 22, 2024 between East West Bank and Landsea Holdings.

The percentage ownership is based upon 36,282,883 shares of Common Stock issued and outstanding as of September 20, 2024.

Name of Reporting Persons

Ming Tian

Check the Appropriate Box if a Member of a Group

(a) ☐  (b) ☐

SEC Use Only

Source of Funds

OO (see Item 3)

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Item 2(d) or 2(e)

☐

Citizenship or Place of Organization

People’s Republic of China

Number of

Shares

 Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

9,065,151 (1) (see Items 4 and 5)

Sole Dispositive Power

0

Shared Dispositive Power

9,065,151 (1)(A) and (1)(C) (see Items 4 and 5)

Aggregate Amount Beneficially Owned by Each Person

9,065,151 shares of Common Stock (1) (see Items 4 and 5)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

☐

Percent of Class Represented by Amount in Row (11)

24.98% (2)

Type of Reporting Person

IN; HC

Consists of (A) 9,035,151 shares of the Issuer’s Common Stock held of record by Landsea Holdings after (a) acquiring (i) 32,557,303 shares of Common Stock issued by Landsea Homes Corporation (the “Issuer”) as merger consideration pursuant to the Merger Agreement and (ii) 5,000,000 shares of Common Stock pursuant to the Sponsor Surrender Agreement, (b) disposing of 179,038 shares of Common Stock pursuant to the Merger Agreement, as of January 7, 2021, (c) disposing of 4,838,710 shares pursuant to the Stock Purchase Agreement dated as of May 31, 2022, (d) disposing of 4,398,826 shares of Common Stock pursuant to the Share Repurchase Agreement dated as of June 1, 2022, (e) the automatic surrender and forfeiture on January 7, 2023 of 500,000 shares of Common Stock pursuant to the Sponsor Surrender Agreement, (f) the sale of 2,956,522 shares of Common Stock by Landsea Holdings pursuant to the 2023 Underwriting Agreement on June 15, 2023, (g) the sale of 443,478 shares of Common Stock by Landsea Holdings pursuant to the exercise in full of the underwriters’ option to purchase additional shares under the 2023 Underwriting Agreement on June 21, 2023, (h) the sale of 2,800,000 shares of Common Stock by Landsea Holdings pursuant to the 2024 Underwriting Agreement closed on March 8, 2024, (i) the transfer of 4,100,000 shares by Landsea Holdings to Ever Fast pursuant to the Payment Agreement on May 14, 2024, (j) the transfer of 80,000 shares of Common Stock by Landsea Holdings to Qin Zhou pursuant to the Zhou Award Agreement on June 3, 2024, (k) the transfer of 50,000 shares of Common Stock by Landsea Holdings to Yitu Wang pursuant to the Wang Agreement on June 3, 2024, (l) the transfer of 450,000 shares of Common Stock by Landsea Holdings on June 20, 2024 pursuant to the SPAs, and (m) the transfer of 3,225,578 shares of Common Stock held by Landsea Holdings to East West Bank on September 26, 2024 pursuant to the Commercial Pledge Agreement dated June 29, 2023 between East West Bank and Landsea Holdings, and the Agreement Regarding Consensual Resolution of Credit Facility dated September 22, 2024 between East West Bank and Landsea Holdings; and (B) 30,000 shares of Common Stock held of record by the spouse of Mr. Tian through participation as an investor in the secondary offering under the 2024 Underwriting Agreement, closed on March 8, 2024, with respect to which Mr. Tian may be deemed 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.

The percentage ownership is based upon 36,282,883 shares of Common Stock issued and outstanding as of September 20, 2024.

The amount owed under the Loan Documents as of the date hereof is $7,357,000.

The Events of Default have occurred and are not curable within the time limits set forth in the Loan Documents.

Lender is entitled to exercise any and all rights under the Loan Documents and as otherwise provide by the Uniform Commercial Code of California (“UCC”).

Lender has elected to take, and hereby takes, ownership of the Stock in a strict foreclosure action pursuant to Section 9-620 of the UCC and in full satisfaction of the obligations of Borrower under the Loan Documents. The parties acknowledge and agree that they have not received notice from any other party of a security interest or lien in the Stock and to the best of their knowledge no other person has filed a lien or security interest in the Shares.

Borrower consents to the strict foreclosure subject to Lender agreeing, and Lender hereby agrees: a portion of the sales proceeds of the Stock shall be paid by the buyer to Lender equal to (a) the outstanding principal amount of the loan plus imputed interest from the date hereof through such sales date at the interest rate set forth in the Loan Documents and (b) an amount to be added or subtracted to take account of any tax impact to Lender relating to the sale, and the balance of the sales proceeds shall be paid by the buyer to Borrower. Borrower or an entity owned or controlled by Borrower shall not be an eligible purchaser.

This strict foreclosure and transfer of the Stock shall be effective as of the date of this Agreement.

Lender and Borrower shall cooperate in good faith to send out such notices and instructions as may be necessary or appropriate to confirm and document the intent of the parties and of this Agreement, including notices to Continental Stock Transfer and Trust, the stock transfer agent of LSEA.

The parties acknowledge and agree that to the extent, if any, as the Events of Default might be deemed to be a default under Lender’s credit facilities with LSEA by reason of any cross default or other terms of the credit facilities, Lender hereby waives such defaults.

Nothing contained in this Agreement is intended nor shall it be construed or deemed to confer any rights, powers or privileges on any person, firm, partnership, corporation or other entity not an express party hereto or a successor in interest.

This Agreement may be executed by facsimile or other electronic signature and may be executed in one or more counterparts, each of which shall constitute one agreement.