Ipo Funding Prospectus S

The Founder Shares and Private Placement Warrants and any shares of Common Stock issued upon conversion or train thereof are topic to switch restrictions pursuant to lock-up provisions in a letter settlement with us entered into by the Sponsor, officers and directors. We cannot predict if buyers will find our frequent stock less enticing if we choose to depend on these exemptions. If some buyers discover rose tattoo for cover up our widespread stock less attractive on account of any choices to reduce future disclosure, there could additionally be a much less lively trading market for our widespread stock and the price of our common stock could also be more volatile.

As a results of the Merger, the Company owns one hundred pc of the outstanding common stock of Landsea and every share of common inventory of Landsea has been cancelled and converted into the proper to receive a portion of the consideration payable in connection with the Merger. In connection with the closing of the Business Combination, the Company owns, directly or not directly, 100 percent of the stock of Landsea and its subsidiaries and the Seller holds approximately 71% of our Common Stock. We mix decentralized administration in those elements of our enterprise the place we believe detailed knowledge of local market circumstances is critical , with centralized administration in those features where we consider central management is required .

The valuation of property is inherently subjective and based mostly on the person characteristics of every property. When market conditions drive land values down, land we’ve purchased or option agreements we’ve beforehand entered into could turn out to be less desirable because we may not be able to construct and promote homes profitably, at which era we may elect to sell the land or, in the case of options contracts, to forego pre-acquisition costs and forfeit deposits and terminate the agreements. Factors such as adjustments in regulatory requirements and relevant legal guidelines , political circumstances, the situation of economic markets, both local and national economic conditions, the monetary condition of shoppers, probably adverse tax consequences, and curiosity and inflation price fluctuations subject the market worth of land owned, controlled or optioned by us to uncertainty. Moreover, all valuations are made on the idea of assumptions that will not show to reflect economic or demographic actuality. If housing demand decreases under what we anticipated after we acquired the inventory, our results of operations and monetary circumstances may be adversely affected and we might not be capable of recuperate our costs when we construct and sell houses.

Our SEC filings can be found to the general public over the Internet on the SEC’s web site at sec.report and on our web site at The information found on, or that might be accessed from or that’s hyperlinked to, our web site isn’t a part of this prospectus. Any quantities we withhold underneath the backup withholding rules could also be refunded or credited in opposition to a holder’s U.S. federal revenue tax legal responsibility, if any, by the IRS if the required data is furnished in a timely method to the IRS. Any amounts withheld under the backup withholding rules shall be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax legal responsibility offered the required data is well timed furnished to the IRS. Holder will recognize taxable achieve or loss in an quantity equal to the distinction between the amount realized upon such disposition or expiration and the U.S. Holder’s tax basis in the warrant (that is, the amount the united states Holder paid for the warrant that’s allocable to the warrant for purposes of determining tax basis).

As of the date of this prospectus, the LF Capital Restricted Stockholders own 2,530,835 shares of Common Stock on account of the conversion of their Founder Shares, of which the Sponsor owns 2,227,835 shares. The warrants were issued in registered kind underneath the Warrant Agreement between the Warrant Agent and us. These provisions might discourage stockholders from bringing a lawsuit in opposition to our administrators for breach of their fiduciary responsibility.

The Sponsor agreed to forgive all amounts due under the Promissory Note for no consideration upon the consummation of the Business Combination. The Sponsor had agreed to loan us an combination of up to $300,000 for use for the fee of prices associated to the IPO. The mortgage was non-interest bearing, unsecured and due on the sooner of December 31, 2018 or the closing of the IPO. We totally repaid the loan from the proceeds of the IPO not being placed in the Trust Account on June 22, 2018. Alberto Bianchinotti, our chief monetary officer prior to the Business Combination, is the only real proprietor of the accounting companies agency, AM Knight Financial Services. We paid AM Knight Financial Services to supply certain accounting services to us prior to Mr. Bianchinotti’s appointment as chief financial officer previous to the Business Combination.