false
0001883814
0001883814
2026-01-16
2026-01-16
0001883814
slnd:CommonStockParValue0.0001PerShareMember
2026-01-16
2026-01-16
0001883814
slnd:RedeemableWarrantsExercisableForSharesOfCommonStockAtExercisePriceOf11.50PerShareMember
2026-01-16
2026-01-16
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 16, 2026

SOUTHLAND HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware |
|
001-41090 |
|
87-1783910 |
| (State or Other Jurisdiction |
|
(Commission |
|
(IRS Employer |
| of Incorporation) |
|
File Number) |
|
Identification No.) |
1100 Kubota Drive
Grapevine, TX 76051
(Address of Principal Executive Offices) (Zip Code)
(817) 293-4263
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common stock, par value $0.0001 per share |
|
SLND |
|
NYSE American LLC |
| Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share |
|
SLND WS |
|
NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act.
Item 8.01 Other Events.
In
its industry, Southland Holdings, Inc. (the “Company”) is generally required to provide surety performance and payment
bonds guaranteeing the Company’s completion of projects and guaranteeing payment to subcontractors and suppliers. Zurich
Insurance Company Ltd, a surety provider of the Company (the “Surety”), has agreed to advance funds
(the “Surety Funds”) under a general indemnity agreement (“GIA”) for the payment of bonded construction
contract obligations and for the continued progress of such projects.
As of the date of this filing, pursuant to a GIA between the Company and the Surety, the Surety has advanced
approximately $15 million. As a result, the Company is obligated to indemnify and reimburse the Surety for such Surety Funds. The Company
is actively working with Callodine Commercial Finance, LLC, as agent (“Agent”), and the lenders party to the Term Loan and
Security Agreement dated September 30, 2024, as amended by the First Amendment dated March 3, 2025 (the “Credit Agreement”)
to determine the impact that the advancement of the Surety Funds has on the Credit Agreement.
Additionally,
the Company is actively working with the sureties, the Agent, and the lenders party to the Credit Agreement for the advancement of additional
surety funds to ensure the payment of bonded construction contract obligations and a long-term financing arrangement. There can be no
assurances that a resolution for the advancement of additional surety funds or a long-term financing arrangement will be reached.
SIGNATURE
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.
| Dated: January 16, 2026 |
SOUTHLAND HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/ Frank S. Renda |
| |
|
Name: |
Frank S. Renda |
| |
|
Title: |
President and Chief Executive Officer |