Explanatory Note
On December 5, 2024, the Issuer entered into an underwriting agreement (the Underwriting Agreement) with Landsea Holdings Corporation and Ever
Fast Holdings Limited (Ever Fast) as the selling stockholders and B. Riley Securities, Inc., as representative of the several underwriters named therein (the Underwriters), pursuant to which Ever Fast agreed to sell to the
Underwriters an aggregate of 3,565,217 shares of common stock (Common Stock) of the Issuer (the Firm Shares) at a price per share of $10.25, before underwriting discounts and commissions (the Secondary Offering).
Ever Fast also granted the Underwriters a 30-day option to purchase up to an aggregate of 534,783 additional shares of Common Stock (the Option Shares) owned by Ever Fast. The sale of the Firm
Shares in the Secondary Offering closed on December 9, 2024. On December 9, 2024, the Underwriters exercised the option to purchase the Option Shares and the sale of the Option Shares in the Secondary Offering closed on December 10,
2024. The Secondary Offering was made pursuant to a preliminary prospectus supplement and final prospectus supplement under the Issuers shelf registration statement on Form S-3 (File No. 333-252569) (the Registration Statement), each of which has been filed with the SEC.
This
Amendment No. 1 amends and supplements the Schedule 13G filed on May 29, 2024 (the Original Schedule 13G). This Amendment No. 1 reports that on and by December 10, 2024, the Reporting Persons sold an aggregate of
4,100,000 shares of Common Stock at a price of $10.25 per share in connection with the Issuers Secondary Offering.
Item 1 (a). Name of
Issuer:
Landsea Homes Corp.
Item 1 (b).
Address of Issuers Principal Executive Offices:
1717 McKinney Avenue, Suite 1000
Dallas, TX 75202
Item 2 (a). Name of Person Filing:
|
ii) |
Ever Fast Holdings Limited |
Item 2 (b). Address of Principal Business Office or, if None, Residence:
Rooms 1007-1012, 10/F
K. Wah Centre, 191 Java Road
North Point, Hong Kong
Item 2 (c). Citizenship:
|
ii) |
British Virgin Islands |
|
iii) |
British Columbia, Canada |
Item 2 (d). Title of Class of Securities:
Common Stock
Item 2 (e). CUSIP Number:
51509P103
Item 3. If this statement is filed pursuant
to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
(a) |
Broker or dealer registered under Section 15 of the Act; |
|
(b) |
Bank as defined in Section 3(a)(6) of the Act; |