Amendment: Landsea Homes Corporation filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
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Explanatory Note
Landsea Homes Corporation (the “Company”) filed a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) on April 2, 2024 (the “Original Report”) to report under Item 2.01 thereof the completion, on April 1, 2024, of the Company’s acquisition (the “Acquisition”) of all of the outstanding membership interests of Antares Acquisition, LLC (“Antares”). As reported in the Original Report, (i) the audited financial statements of Antares as of and for the years ended December 31, 2023 and 2022 and the associated independent auditor reports and (ii) the unaudited pro forma condensed combined financial information of the Company as of and for the year ended December 31, 2023 giving effect to the Acquisition and related transactions, representing the information required to be filed by the Company under Item 9.01(a) and Item 9.01(b) to Form 8-K with respect to the Acquisition, were previously reported in the Company’s Current Report on Form 8-K filed with the SEC on March 18, 2024. Pursuant to General Instruction B.3 of Form 8-K, such information was not additionally reported in the Original Report, and instead was incorporated by reference therein. The Company is filing this Current Report on Form 8-K/A in order to supplementally file (i) the unaudited financial statements of Antares as of and for the three months ended March 31, 2024 and 2023 and (ii) the unaudited pro forma condensed combined financial information of the Company as of and for the six months ended June 30, 2024 and for the year ended December 31, 2023 to give effect to the Acquisition and related transactions.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired:
Filed as Exhibit 99.1 to this Current Report on Form 8-K/A, and incorporated herein by reference, are the unaudited financial statements of Antares as of and for the three months ended March 31, 2024 and 2023.
(b) Pro Forma Financial Information:
Filed as Exhibit 99.2 to this Current Report on Form 8-K/A, and incorporated herein by reference, is the unaudited pro forma condensed combined financial information of the Company as of and for the six months ended June 30, 2024 and for the year ended December 31, 2023.
This unaudited pro forma combined financial information is provided for illustrative purposes only and does not purport to represent what the Company’s actual results of operations or financial position would have been if the Acquisition had occurred on the dates indicated, nor is it necessarily indicative of the Company’s future operating results or financial position.
(d) Exhibits:
| Exhibit No. | Description |
| 99.1 | Unaudited Historical Financial Statements of Antares as of and for the three months ended March 31, 2024 and 2023. |
| 99.2 | Unaudited Pro Forma Condensed Combined Financial Information of the Company as of and for the six months ended June 30, 2024 and for the year ended December 31, 2023. |
| 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.
| LANDSEA HOMES CORPORATION | ||
| Date: September 13, 2024 | By: | /s/ C. Kelly Rentzel |
| Name: C. Kelly Rentzel | ||
| Title: General Counsel |