Landsea Homes Ends $250M Shelf Registration After Going Private

Rhea-AI Filing Summary

Landsea Homes Corporation filed Post-Effective Amendment No. 1 to its Form S-3 shelf registration

The amendment formally deregisters up to US$250 million of unsold common stock, preferred stock, debt securities, warrants, purchase contracts and/or units that had been available under the shelf filed on 13 September 2024.

The filing is triggered by the completion of the merger with Lido Holdco, Inc. on 25 June 2025, whereby Lido Merger Sub, Inc. merged with and into Landsea Homes, leaving Landsea as the surviving, wholly-owned subsidiary of Parent. As a result, Landsea’s common shares will no longer be publicly traded.

The company intends to submit a Form 15 to terminate its Exchange Act registration and reporting obligations under Sections 13 and 15(d). Consequently, all outstanding public offerings are terminated and the effectiveness of the shelf registration is withdrawn.

This is an administrative step that follows the going-private transaction; no new securities are being offered and no financial performance data are disclosed.

Positive

• None.

Negative

• Public trading and SEC reporting will cease, removing liquidity and transparency for any residual public security holders.
• Unsold US$250 million shelf capacity withdrawn, confirming no future public capital raises under this registration.

Insights

Securities Analyst

TL;DR: Routine shelf deregistration after going-private merger; neutral for valuation, ends public trading.

This POS AM simply removes the unsold US$250 million shelf because Landsea Homes has been acquired by Lido Holdco. Investors cannot rely on future equity issuances or liquidity in the public markets, but the economic outcome for former shareholders was fixed at the merger closing. No balance-sheet or earnings impact is disclosed. From a capital-markets perspective, the action is procedural and has minimal incremental effect beyond confirming the delisting.

Corporate Governance Expert

TL;DR: Filing finalises exit from SEC reporting; governance shifts fully to private-company regime.

The deregistration terminates Landsea’s obligations under the ’34 Act, eliminating public-company transparency and shareholder rights mechanisms. While expected post-merger, the loss of disclosure could be seen as a negative for remaining minority stakeholders or warrant holders. However, strategic control and reporting now reside with the new parent entity, so market impact is already absorbed.

As filed with the Securities and Exchange Commission on June 25, 2025

Registration on Form S-3 (No. 333-282124)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Landsea Homes Corporation

(Exact name of registrant as specified in its charter)

Delaware		82-2196021
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1717 McKinney Avenue, Suite 1000

Dallas, Texas 75202

(949) 345-8080

(Address, including zip code, and telephone number, including area code, of Registrant’s Principal Executive Offices)

Miek Harbur

General Counsel & Secretary

Landsea Homes Corporation

1717 McKinney Avenue, Suite 1000

Dallas, Texas 75202

(949) 345-8080

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Brian P. Finnegan

Luke R. Jennings

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019

(212) 373-3000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 relates to the Registration Statement on Form  S‑3 (File No. 333-282124) (the “Registration Statement”) of Landsea Homes Corporation, a Delaware corporation (the “Registrant” or the “Company”), filed with the Securities and Exchange Commission on September 13, 2024, registering up to $250,000,000 in aggregate principal amount for issuance of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), preferred stock, debt securities, warrants, purchase contracts and/or units, in any combination, together or separately, in one or more offerings, and is being filed to deregister any and all securities that remain unsold or otherwise unissued under such Registration Statement.

On June 25, 2025, pursuant to an Agreement and Plan of Merger, dated as of May 12, 2025, by and among Lido Holdco, Inc., a Delaware corporation (“Parent”), Lido Merger Sub, Inc., a Delaware corporation and a wholly owned, direct subsidiary of Parent (“Merger Sub”), and the Company, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”). As a result of the Merger, the shares of Common Stock will cease to be publicly traded. The Company intends to file Form 15 to terminate registration under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and its duty to file reports under Sections 13 and 15(d) of the Exchange Act.

As a result of the Merger, the Registrant has terminated all offerings of the Registrant’s securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statement. In accordance with undertakings made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Registrant hereby removes from registration all of such securities of the Registrant registered but not sold or otherwise issued under the Registration Statement, if any, as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities, and the Registrant hereby terminates the effectiveness of the Registration Statement.

1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on June 25, 2025.

	LANDSEA HOMES CORPORATION
	By:	/s/ Miek Harbur
	Name:	Miek Harbur
	Title:	General Counsel & Secretary

No other person is required to sign this Post-Effective Amendment No. 1 in reliance upon Rule 478 under the Securities Act of 1933, as amended.

FAQ

Why did Landsea Homes (LSEAW) file a POS AM on June 25, 2025?

The filing deregisters all unsold securities under its US$250 million shelf because the company completed a merger and is going private.

How much securities were removed from registration by Landsea Homes?

Up to US$250 million of common stock, preferred stock, debt, warrants, purchase contracts and/or units.

What happens to Landsea Homes' public reporting obligations after the merger?

The company plans to file Form 15 to terminate registration and suspend its reporting duties under the Exchange Act.

Will Landsea Homes’ shares continue to trade publicly?

No. Following the merger with Lido Holdco, Landsea Homes' common stock will cease to be publicly traded.

Does the POS AM introduce any new securities offering?

No. It only cancels previously registered but unsold securities; no new offering is proposed.