UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM
10-K/A

(Amendment
No. 1)



☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended December 31, 2021



OR



☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the transition period from ______ to ______



Commission
file number: 001-38545



LANDSEA
HOMES CORPORATION

(Exact
name of registrant as specified in its charter)



|Delaware                                     |  | 82-2196021                
|-------------------------------------------- |  | --------------------------
|(State
    or Other Jurisdiction of          |  | (I.R.S.
    Employer      
|Incorporation
    or Organization)           |  | Identification
    Number)
|                                             |  |                           
|660
    Newport Center Drive, Suite 300      |  |                           
|Newport
    Beach, CA                        |  | 92660                     
|(Address
    of Principal Executive Offices, |  | (Zip
    Code)            



(949)
345-8080

(Registrant’s
Telephone Number, Including Area Code)



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 |  | LSEA                  |  | The
    Nasdaq Capital Market                
|Warrants
    exercisable for Common Stock     |  | LSEAW                 |  | The
    Nasdaq Capital Market                













Securities registered
pursuant to Section 12(g) of the Act: None



Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒



Indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒



Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes ☒ No ☐



Indicate by check
mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit such files). Yes ☒ No ☐



Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth 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 13(a) of the Exchange Act. ☐



Indicate by check
mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report. Yes ☐ No ☒



Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒



As of June 30,
2021, the aggregate market value of the registrant’s common stock held by non-affiliates was approximately $91.6 million based
on the closing sale price as reported on The Nasdaq Capital Market.



There were 46,436,185
shares of the registrant’s common stock issued and outstanding as of the close of business on March 9, 2022.













EXPLANATORY NOTE



Landsea Homes Corporation (the “Company,” “Landsea Homes,”
“our,” “us” or “we”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”)
to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Original Form 10-K”), which was filed
with the U.S. Securities and Exchange Commission (the “SEC”) on March 16, 2022, to amend Item 10 to include disclosure under
the caption “Delinquent Section 16(a) Filings.” This Amendment No. 1 amends and restates in its entirety Item 10 of Part III
of the Original Form 10-K.



In addition, as required by Section 302 of the Sarbanes-Oxley Act of 2002
and Rule 12b-15 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, updated certifications of the Company’s
principal executive officer and principal financial officer are included as Exhibits 31.3 and 31.4 hereto. Because no financial statements
have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307
and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. We are not including the certifications under
Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment No. 1.



No other changes have been made to the Original Form 10-K other than those
described above. This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Original Form
10-K or modify or update the disclosures made in the Form 10-K in any way other than as required to reflect the amendments discussed above.
Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K.



|                                                                 | Page
|---------------------------------------------------------------- | ----
|PART III                                                         |     
|Item 10. Directors, Executive Officers, and Corporate Governance | 2   
|                                                                 |     
|PART IV                                                          |     
|Item 15. Exhibits and Financial Statement Schedules              | 11  
|                                                                 |     
|Signatures                                                       | 14  





- 1 -







PART III



Item 10. Directors, Executive Officers and Corporate Governance



Information About Our Executive Officers



Below is a list of our executive
officers and their respective ages and a brief account of the business experience of each of them.



|Name                   |  | Age |  | Position                                                    
|---------------------- |  | --- |  | ------------------------------------------------------------
|John
    Ho            |  | 39  |  | Chief
    Executive Officer; Director                       
|Michael
    Forsum     |  | 60  |  | President;
    Chief Operating Officer                      
|Franco
    Tenerelli   |  | 41  |  | Executive
    Vice President; Chief Legal Officer; Secretary
|Christopher
    Porter |  | 55  |  | Chief
    Financial Officer                                 



John Ho’s biographical
information can be found below with the other director biographies.



Michael Forsum served as
the Chief Operating Officer of Landsea Homes from August 2016 until the Business Combination, and he has since served as our President
and Chief Operating Officer. Prior to joining Landsea Homes, Mr. Forsum spent nearly 30 years in the homebuilding industry as a senior
level executive and worked from 2009 to 2016 in private equity as a partner specializing in residential real estate investing for Starwood
Land Ventures, a wholly-owned subsidiary of Starwood Capital Group Global, a private investment firm. During his homebuilding career,
Mr. Forsum led homebuilding operations at KB Homes from 1985 to 1993. Mr. Forsum also served as a Division President of Ryland Homes from
1994 to 2001. Later, as Taylor Woodrow/Morrison’s West Region President, Mr. Forsum was responsible for overseeing multiple operating
divisions in California, Arizona, Nevada and Colorado from 2001 to 2008. Mr. Forsum also served on Taylor Woodrow/Morrison’s North
American Leadership team, which set strategic direction and established company governance and procedures, from 2000 to 2008. During Mr.
Forsum’s homebuilding tenure, he was associated with the acquisition, planning and development of nearly 25,000 home sites, and
the building of over 20,000 homes. In 2008, Mr. Forsum co-founded Starwood Land Ventures, an affiliated company of Starwood Capital Group
Global, a private equity firm specializing in real estate, which he left in 2016. Mr. Forsum is on the National Board of Directors for
HomeAid America and received a bachelor’s degree from Arizona State University.



Franco Tenerelli served
as Executive Vice President, Chief Legal Officer and Secretary of Landsea Homes from February 2016 until the Business Combination, and
has since served in those roles for the Company. Prior to joining Landsea Homes, Mr. Tenerelli served as Regional Counsel for Toll Brothers,
a publicly traded homebuilder, from 2013 to 2016, managing the company’s legal affairs for the western region, including its multiple
operating divisions in California, Arizona, Nevada and Washington. During Mr. Tenerelli’s tenure, Toll Brothers experienced unparalleled
growth in its western region, including the successful acquisition and integration of competitor Shapell Homes in an approximately $1.6
billion M&A deal. Prior to Toll Brothers, Mr. Tenerelli was a lawyer with Holland & Knight LLP, where he served as counsel to
a variety of public and private companies. Mr. Tenerelli received a bachelor’s degree from UCLA, a Juris Doctor degree from Loyola
Law School, and an MBA from the UCLA Anderson School of Management.



Chris Porter has served
as Chief Financial Officer of Landsea Homes since December 2021. He has over 30 years of diverse experience in corporate finance in both
public and private equity settings across multiple industries, including all major commercial real estate sectors, senior housing, defense
contracting and banking/finance. In 2013, Chris co-founded, and served as President and Chief Financial Officer of Silverstone Healthcare
Company, a senior housing real estate development company, and was instrumental in growing it to nine luxury developments and successfully
raising approximately $1 billion in debt and equity. During his tenure he also oversaw all accounting, reporting, finance, human resources,
liquidity and asset management functions. Prior to Silverstone, Chris was Vice President and Treasurer of Dyn-Corp International, responsible
for its global Treasury, Risk Management, Liquidity and Investor Relations. Chris spent the previous 10 years at Crescent Real Estate
Equities, ending as Managing Director, in charge of Capital Markets, Risk Management and Treasury. Throughout his career, Chris has created
processes and procedures to streamline operations, drive process standardization and improvement efforts, reduce costs and optimize cash
flow. He has extensive experience developing and presenting board and institutional investor financial reporting and has raised over $6
billion in debt and equity.





- 2 -







Information About Our Directors



Stockholder’s Agreement



On the Closing Date, we and the
Seller entered into a Stockholder’s Agreement whereby, among other things, the parties agreed to certain rights and obligations
of the Company and the Seller with respect to the Company’s corporate governance.



Board Composition



The Stockholder’s Agreement
initially provided that the authorized number of directors for our Board of Directors (the “Board”) be nine. The Seller initially
had the right to nominate seven directors to serve on the Board, two of whom had to satisfy the independent director requirements under
Nasdaq rules. The Seller designated Messrs. Tian, Ho, Frank, Hartfield, Miller, and Chang and Ms. Zhou to serve as directors following
the closing of the Business Combination on January 7, 2021. In December 2021, the Stockholder’s Agreement was Amended to increase
the number of authorized directors to 11.



Under the amended Stockholder’s
Agreement, the Seller shall have the right to nominate for election to the Board the following number of directors for so long as its
Combined Ownership Percentage (as defined in the Stockholder’s Agreement) is equal to or greater than the percentage indicated in
the left hand column of the table below:



|Combined Ownership Percentage |  | Director Designees
|----------------------------- |  | ------------------
|50% plus one share            |  | 8                 
|39%                           |  | 5                 
|28%                           |  | 3                 
|17%                           |  | 2                 
|6%                            |  | 1                 



In the event a decrease in the
Combined Ownership Percentage reduces the number of director designees the Seller is entitled to nominate, the reduction in the number
of director designees shall be reduced in accordance with the table set forth above.



The Stockholder’s Agreement
provided that the Company initially designate Ming (Martin) Tian as Chairman of the Board.



Background and Qualifications



The terms of each of our current
directors will expire at the 2022 annual meeting of stockholders (the “Annual Meeting”) and until their successors have been
elected and qualified. For each of the 11 current directors, the following describes certain biographical information, including their
age, committee membership, and independence, as well as the specific experience, qualifications, attributes or skills that qualify them
to serve as our directors and, as applicable, the Board committees on which they serve.





- 3 -







|Ming (Martin) Tian | 61                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Chairman 
Director Since: 2021                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Background                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|●Served on the board of directors
    of Landsea Homes (the “Landsea Homes Board”) from 2013 until the Business Combination.
    ●Founded the former ultimate parent
    company of Landsea Homes, Landsea Group Co., Ltd. (“Landsea Group”), a real estate developer and operator of green tech companies,
    in 2001 in China, and is now Landsea Group’s largest shareholder
    ●Has served as chairman and president
    of Landsea Group and one of its subsidiaries, Landsea Green, an international property development service provider with green building
    technologies and vertically integrated business capabilities, since 2001.
    ●Under Mr. Tian’s leadership,
    Landsea Group’s assets have grown from a registered capital investment of $1.5 million (at incorporation) to a total asset value
    exceeding $4.7 billion.
|Mr. Tian was selected to serve on our Board due to his significant leadership experience and his extensive global management and investment experience, including in the real estate sector.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|John Ho | 39                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|CEO 
Director Since: 2021                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Background                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|●Established Landsea Homes in August
    2013 and served as its CEO and board member from 2014 until the Business Combination.
    ●Has served as CEO of the Company
    since the Business Combination and served as interim Chief Financial Officer of the Company from the Business Combination until December
    2021
    ●Served as interim Chief Financial
    Officer of Landsea Homes from January 2019 until the Business Combination.
    ●Prior to forming Landsea Homes,
    spent 10 years in real estate investment and development with a focus on cross-border transactions between the U.S. and China working
    at global real estate investment management and consulting firms Colliers International and Jones Lang LaSalle (“JLL”).                                                                                            





- 4 -







|Mr. Ho was selected to serve on our Board due to his extensive leadership experience within the real estate industry, his financial management expertise, his experience growing the workforce for Landsea Homes, and his experience operating the Company for the past nine years. Under Mr. Ho’s leadership, Landsea Homes has grown from a start up operation with no revenue in 2013 into a 380+ employee business with just over $1 billion in revenues in 2021 despite numerous challenges and the pandemic.                                                                                                                                                                                                                            
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Qin (Joanna) Zhou | 48                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Director Since: 2021                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Background                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|●Served on the Landsea Homes Board
    from 2013 until the Business Combination.
    ●CEO and director of the Seller since
    January 2021.
    ●Has over 21 years of experience
    in business development, investment and operational management in real estate.
    ●Joined Landsea Green in 2002 and
    served as the regional general manager in multiple locations, such as Nanjing, Suzhou and Shanghai. Ms. Zhou retired by rotation from
    Landsea Green effective June 19, 2020 to focus on the business efforts of Landsea Group, the controlling shareholder of Landsea Green
    ●Served as non-executive director
    for Landsea Green from January 2015 to August 2016, when she was redesigned as an executive director.
|Ms. Zhou was selected to serve on our Board due to her extensive experience and knowledge in the real estate industry, including as an executive of the Seller, and her service as a member of the Landsea Homes Board. Ms. Zhou played a fundamental role in facilitating Landsea Group’s U.S. business development and investment in Landsea Homes.                                                                                                                                                                                                                                                                                                                                                                                         





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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Bruce Frank | 68 (Independent)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Lead Independent Director 
Director Since: 2021                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Background                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|●Served on the Landsea Homes Board
    from 2015 until the Business Combination.
    ●Served as a senior partner within
    the assurance service line of Ernst & Young LLP’s real estate practice from April 1997 to June 2014, when he retired.
    ●Chairs the Audit Committees of Morgan
    Stanley Direct Lending Fund, SL Investment Corp., T Series Middle Market Loan Fund LLC, and North Haven Private Income Fund LLC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Mr. Frank is a member of the American Institute of Certified Public Accountants
    and is a Certified Public Accountant in the State of New York. Mr. Frank was selected to serve on our Board due to his more than 35 years’
    experience in the real estate industry, including in executive and leadership positions. He also brings significant public company board
    experience.
    
    Mr. Frank currently serves on the audit committee of four other public
    companies, all of which are business development companies under the Investment Company Act of 1940, as amended and are related entities
    within the same fund family. The Board has determined that such simultaneous service does not impair the ability of Mr. Frank to
    effectively serve on the Company’s Audit Committee. In making this determination, the Board considered the mix of companies
    involved and the fact that they are all business development companies within the same fund family, as well as Mr. Frank’s 100%
    attendance at 2021 meetings of the Audit Committee and the Board, his valued contribution as Audit Committee Chair, and his extensive
    background and experience in accounting, including as a Certified Public Accountant and former senior partner of Ernst & Young LLP.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Thomas J. Hartfield | 68 (Independent)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Director Since: 2021                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Background                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|●Served on the Landsea Homes Board
    from 2017 until the Business Combination.
    ●Has over 30 years of investment
    banking experience, much of it in the building products, home building and real estate sectors.
    ●Served as a senior advisor at Annascaul
    Advisors LLC, a registered broker-dealer, in New York from 2006 to 2010, when he retired.
    ●Served as managing director of the
    Homebuilding and Building Products Group at the global investment bank Houlihan Lokey Howard & Zukin from 2002 to 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Mr. Hartfield was selected to serve on our Board due to his extensive experience and industry knowledge of homebuilders, and his 30 years of investment banking experience.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        





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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Robert Miller | 57 (Independent)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Director Since: 2021                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Background                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|●Served on the Landsea Homes Board
    from 2014 until the Business Combination.
    ●Has over 25 years of experience
    in real estate transactions, entitlements and related litigation in California and out of state.
    ●Mr. Miller’s practice involves
    a range of real estate and development activities, with a skill set that addresses a wide variety of issues that confront real estate
    developers, owners and builders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Mr. Miller was selected to serve on our Board due to his considerable leadership roles and homebuilding industry experience.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Scott Reed | 51                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Director Since: 2021                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Background                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|●Served on the LFAC Board from 2017
    until the Business Combination.
    ●Served as LFAC’s President
    and Chief Financial Officer from October 2017 to July 2020, and as CEO from July 2020 through the closing of the Business Combination.
    ●Serves as President, Chief Executive
    Officer, and as a member of the board of directors of LF Capital Acquisition Corp. II, a special purpose acquisition company, since March
    2021.
    ●Co-founded BankCap Partners, a private
    equity firm that focuses on investments in the U.S. commercial banking space, in May 2006, where he has since served as a Partner and
    Director.
    ●Has over 20 years in the financial
    services and strategic consulting industries, including positions as a derivatives trader with Swiss Bank Corporation and an investment
    banker at Bear Stearns.
    ●As a Partner at BankCap, Mr. Reed
    focuses on transaction sourcing, structuring and processing, capital raising activities and oversight of BankCap’s portfolio investments.
    ●Began his career as a derivatives
    trader at Swiss Bank Corporation from 1992 to 1995.
    ●Worked as a consultant at Bain &
    Company from 1997 to 2000.
|Mr. Reed was selected to serve on our Board due to his experience as a member of the board of directors of both public and private companies, and expertise in fundraising, management of high-growth companies and all levels of corporate governance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          





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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Elias Farhat | 56 (Independent)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Director Since: 2021                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Background                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|●Served on the LFAC Board from 2017
    until the Business Combination.
    ●Serves as Executive Chairman of
    the board of LF Capital Acquisitions II, a special purpose acquisition company, since March 2021.
    ●Served as Chief Strategy Officer
    for Candriam Investors Group, an asset management company with over $160 billion under management, from October 2016 until October 2021.
    He was also as a member of Candriam’s Group Strategy Committee and Executive Committee and served as a member of its board of directors
    ●Partner of Capital E, a private
    equity and real estate firm, from 2003 to 2016 and held several board and advisory positions at portfolio companies with ties to Capital
    E.
    ●In 2003, founded Velocity Advisors,
    a private equity advisory firm which sourced and structured transactions on behalf of institutional investors, and served as Managing
    Partner from 2003 to 2016.
|Mr. Farhat was selected to serve on our Board due to his experience related to private equity, capital markets, transactional matters and post-acquisition oversight of operational performance at portfolio companies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Tim Chang | 56 (Independent)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Director Since: 2021                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Background                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|●Has served as a partner at Musick
    Peeler & Garrett, LLP, a law firm in Los Angeles, California, since 2011.
    ●Has over 26 years of significant
    experience as a lawyer in private practice in the areas of corporate, commercial transactions, governance, real estate and nonprofit laws.
    ●Serves as an independent member
    of the board of directors of First Commercial Bank (USA); Hoyu Investment Co. Ltd., a private investment company; Hotai Shinyeh Co. Ltd.,
    exclusive distributor of Daikin HVAC equipment in Taiwan; and Chang Yuan Motor Co. Ltd., exclusive distributor and general agent of Hino
    industrial motors in Taiwan; and a trustee of the Board of Trustees of the University of the West.                                                                                                                                                                                                                
|Mr. Chang was selected to serve on our Board due to his experience and background as a member of the board of directors of large-scale international corporations, including over a decade of experience in various industries, his experience representing clients in the waste, solar and renewable energy industries, and his knowledge of corporate and commercial transactions and governance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         





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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Susan Lattmann | 54 (Independent)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Director Since: 2021                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Background                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|●Has served as Chief Financial Officer
    for The Row, an international privately held luxury apparel retailer, since August 2021.
    ●Previously, worked for Bed Bath
    & Beyond Inc. for more than 23 where she held several roles, including Chief Administrative Officer from May 2018 to December 2019;
    Chief Financial Officer and Treasurer from February 2014 to May 2018, and leading many areas including finance, merchandising operations,
    real estate, and information technology.
    ●Began professional career at Arthur
    Andersen LLP, and held progressive roles including Audit Manager during her tenure, auditing public and private companies in the consumer
    products, gaming and financial industries.
|Mrs. Lattmann was selected to serve on our Board due to her leadership experience and background, including as a senior executive of a large public company, her expertise in financial and accounting matters, and her experience on private and public company boards.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Mollie Fadule | 39 (Independent)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Director Since: 2021                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Background                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|●Has served as Chief Financial and
    Investment Officer at JPI, a developer, builder and investment manager, since 2021.
    ●Is also Founder and Partner of Cephas
    Partners, a private equity firm formed in 2012 that specializes in alternative investments with a primary focus on real estate opportunities.
    ●Prior to joining Cephas Partners
    in 2012, served as Vice President at Bank of America Merrill Lynch in the Real Estate Principal Investments group in New York, from May
    2006 to December 2011.
    ●Since 2015 has invested in and advised
    multiple companies bringing new technologies to the real estate and construction industries.                                                                
|Ms. Fadule was selected to serve on our Board due her experience and background in the real estate and homebuilding industries, and her experience related to private equity, capital markets, financial and transactional matters.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              





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Board Committees



The Stockholder’s Agreement
provides that the Board establish and maintain: (i) a Compensation Committee; (ii) a Nominating and Governance Committee; and (iii) an
Audit Committee. The Compensation Committee and Nominating and Governance Committee must each consist of at least five directors, two
of whom shall be independent under Nasdaq rules (including those applicable to such committees). The Audit Committee must consist of three
independent directors under Nasdaq rules (including those applicable to such committees).



For so long as the Combined Ownership
Percentage is equal to or greater than 15%, each of the standing committees will include at least one director designee (or more than
one, at the Seller’s discretion, if the Seller is entitled to designate more than one director designee), subject to applicable
Nasdaq rules.



Our Board has a standing Audit
Committee. Each member of the Audit Committee is financially literate, and our Board has determined that Mr. Frank qualifies as an “audit
committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. The
Audit Committee operates pursuant to a written charter adopted by the Board. This charter is posted on the “Governance Documents”
section of our investor website located at ir.landseahomes.com.



Code of Business Conduct and Ethics



We have adopted a Code of Business Conduct and Ethics (the “Code
of Ethics”) that applies to all of our directors, officers and employees, including our principal executive, principal financial
and principal accounting officers, or persons performing similar functions. Our Code of Ethics is posted on the “Governance Documents”
section of our investor website located at ir.landseahomes.com. We intend to disclose future amendments to certain provisions of the Code
of Ethics, and waivers of the Code of Ethics granted to executive officers and directors, on the website within four business days following
the date of the amendment or waiver.





Delinquent Section 16(a) Reports



Section 16(a) of the Exchange Act, requires our directors, officers, and
persons that own more than 10 percent of a registered class of our equity securities to file reports of ownership and changes in ownership
with the SEC. Officers, directors and greater than 10 percent stockholders are required by SEC regulations to furnish us with copies of
all Section 16(a) forms they file. To our knowledge, based on our review of the copies of such filings and based on written representations,
we believe that all reports required to be filed pursuant to Section 16(a) of the Exchange Act with respect to the year ending December
31, 2021 were filed with the SEC on a timely basis, except for the following: one Form 4 for each of Landsea Holdings Corporation and
Robert Miller, each relating to one transaction, and one Form 3 for each of Mollie Fadule and Susan Lattmann due to administrative difficulties.
Each of these forms was subsequently filed with the SEC.





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PART IV



Item 15. Exhibits and Financial Statement Schedules



(a) The following documents are filed as a part of
this Annual Report:



1. Exhibits



See exhibits listed under Part (b)
below.



(b) Exhibits



|Exhibit Number |  | Exhibit Description                                                                                                                                                                                                                                                                                                                                                                                       
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1+           |  | Merger Agreement, dated August 31, 2020, by and among LF Capital Acquisition Corp., LFCA Merger Sub, Inc., Landsea Homes Incorporated and Landsea Holdings Corporation (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 31, 2020).                                                                                                      
|3.1            |  | Second Amended and Restated Certificate of Incorporation of Landsea Homes Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 13, 2021).                                                                                                                                                                                      
|3.2            |  | Second
Amended and Restated Bylaws of Landsea Homes Corporation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report
on Form 8-K filed with the SEC on January 13, 2021).                                                                                                                                                                                                            
|4.1            |  | Specimen
Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K filed with the SEC
on February 24, 2020).                                                                                                                                                                                                                                         
|4.2            |  | Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K filed with the SEC on February 24, 2020).                                                                                                                                                                                                                                              
|4.3            |  | Warrant Agreement, dated June 19, 2018, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K filed with the SEC on February 24, 2020).                                                                                                                                                         
|4.4            |  | First Amendment to the Warrant Agreement, dated January 7, 2021, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the SEC on January 13, 2021).                                                                                                                                 
|4.5            |  | Description of the Registrant’s Securities (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2022).                                                                                                                                                                                                                                   
|10.1           |  | Stockholder’s Agreement, by and between Landsea Homes Corporation and Landsea Holdings Corporation, dated January 7, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 13, 2021).                                                                                                                                                 
|10.2           |  | First Amendment to the Stockholder’s Agreement, dated December 21, 2021, by and between Landsea Homes Corporation and Landsea Holdings Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 27, 2021).                                                                                                                       
|10.3           |  | Trademark License Agreement, by and among Landsea Homes Corporation and certain of its subsidiaries set forth on Exhibit A thereto and Landsea Group Co., Ltd., dated January 7, 2021 (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on January 13, 2021).                                                                                     
|10.4           |  | Credit
Agreement, dated October 6, 2021, by and among Landsea Homes Corporation, as borrower, Western Alliance Bank as administrative agent,
Western Alliance Bank and BofA Securities, Inc., as joint lead arrangers and joint bookrunners, and the lender parties thereto (incorporated
by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 7, 2021).
|10.5           |  | First
Amendment Agreement, dated November 30, 2021, by and among Landsea Homes Corporation, as borrower, the subsidiaries of Landsea Homes
Corporation party thereto, Western Alliance Bank as administrative agent, Western Alliance Bank, and the lender parties thereto (incorporated
by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 2, 2021).





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|10.6+  |  | Membership
Interest Purchase Agreement, dated January 18, 2022, by and among Landsea Homes Corporation, Landsea Homes of Florida LLC, SAM Building
Partners, LLC and Edge Creek Ventures, LLC, as the sellers, and SWO Holdings Irrevocable Trust dated April 3, 2017, AJO Holdings Irrevocable
Trust dated April 3, 2017, JMO Holdings Irrevocable Trust dated April 3, 2017, Stephen W. Orosz, Andrew J. Orosz, and J. Matthew Orosz.
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 20, 2022).
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.7   |  | Hanover
Agreement, dated January 18, 2022, by and among Landsea Homes Corporation, Landsea Homes of Florida LLC, Hanover Land Company, LLC and
the other seller parties thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with
the SEC on January 20, 2022).                                                                                                                                                                                                                                                        
|10.8^  |  | Letter Agreement, dated June 19, 2018, by and among the Company, each of its officers, directors, and Level Field Capital, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 25, 2018).                                                                                                                                                                                                                                                                                                            
|10.9^  |  | Form of LF Capital Acquisition Corp. Director and Officer Indemnity Agreement, incorporated by reference to Exhibit 10.7 to Amendment No. 1 to the Company’s registration statement on Form S-1 filed with the SEC on June 13, 2018).                                                                                                                                                                                                                                                                                                                                  
|10.10^ |  | Employment Agreement of John Ho, by and between Landsea Holdings Corporation and John Ho, dated August 31, 2020, and assigned to and assumed by Landsea Homes Corporation on January 7, 2021 (incorporated by reference to Annex O-1-1 to the Company’s Definitive Proxy Statement on Form DEF 14A filed with the SEC on November 23, 2020).                                                                                                                                                                                                                           
|10.11^ |  | Employment
Agreement of Michael Forsum, by and between Landsea Holdings Corporation and Michael Forsum, dated August 31, 2020, and assigned to and
assumed by Landsea Homes Corporation on January 7, 2021 (incorporated by reference to Annex O-2-1 to the Company’s Definitive Proxy
Statement on Form DEF 14A filed with the SEC on November 23, 2020).                                                                                                                                                                                                             
|10.12^ |  | Employment Agreement of Franco Tenerelli, by and between Landsea Holdings Corporation and Franco Tenerelli, dated August 31, 2020, and assigned to and assumed by Landsea Homes Corporation on January 7, 2021 (incorporated by reference to Annex O-3-1 to the Company’s Definitive Proxy Statement on Form DEF 14A filed with the SEC on November 23, 2020).                                                                                                                                                                                                         
|10.13^ |  | Executive Employment Agreement by and between Christopher Porter and Landsea Homes Corporation, dated November 15, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 16, 2021).                                                                                                                                                                                                                                                                                                               
|10.14^ |  | Form of Landsea Homes Corporation Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2021).                                                                                                                                                                                                                                                                                                                                                        
|10.15^ |  | Landsea Homes Corporation 2020 Stock Incentive Plan (incorporated by reference to Annex F to the Company’s Definitive Proxy Statement on Form DEF 14A filed with the SEC on November 23, 2020).                                                                                                                                                                                                                                                                                                                                                                        
|10.16^ |  | Landsea
Homes Corporation Executive Cash Incentive Plan, effective as of January 1, 2021. (incorporated by reference to Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed with the SEC on April 21, 2021).                                                                                                                                                                                                                                                                                                                                                
|10.17^ |  | Form of Grant Notice for Restricted Stock Unit Award and Standard Terms and Conditions for Restricted Stock Units (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2021).                                                                                                                                                                                                                                                                                                                      
|10.18^ |  | Form of Grant Notice for Performance Share Unit Award and Standard Terms and Conditions for Performance Share Units (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2021).                                                                                                                                                                                                                                                                                                                    
|10.19^ |  | Form of Grant Notice for Restricted Stock Award (incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2021).                                                                                                                                                                                                                                                                                                                                                                                        
|10.20  |  | Registration Rights Agreement, dated June 19, 2018, by and between the Company and Level Field Capital, LLC, James Erwin, Karen Wendel, Gregory P. Wilson, Multi-Strategy Master Fund Limited, BlackRock Credit Alpha Master Fund L.P and HC NCBR Fund (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on June 25, 2018).                                                                                                                                                                                    





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|10.21   |  | Investor Representation Letter, dated January 7, 2021, by Landsea Holdings Corporation (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2021).                                                                                                                                                                                                                                                                                                                                                     
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|16.1    |  | Letter
from RSM US LLP addressed to the Securities and Exchange Commission, dated as of March 24, 2021 (incorporated by reference to Exhibit
16.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 24, 2021).                                                                                                                                                                                                                                                                                                                                      
|21.1    |  | List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2022).                                                                                                                                                                                                                                                                                                                                                                                                                        
|23.1    |  | Consent of PricewaterhouseCoopers LLP (incorporated by reference to Exhibit 23.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2022).                                                                                                                                                                                                                                                                                                                                                                                                       
|31.1    |  | Certification of John Ho, Chief Executive Officer of Landsea Homes Corporation, pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 31.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2022).                                                                                                                                                                                                                                                                           
|31.2    |  | Certification of Chris Porter, Chief Financial Officer of Landsea Homes Corporation, pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 31.2 to the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2022).                                                                                                                                                                                                                                                                      
|31.3*   |  | Certification of John Ho, Chief Executive Officer of Landsea Homes Corporation, pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934.                                                                                                                                                                                                                                                                                                                                                                                                        
|31.4*   |  | Certification of Chris Porter, Chief Financial Officer of Landsea Homes Corporation, pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934.                                                                                                                                                                                                                                                                                                                                                                                                   
|32.1*** |  | Certification of John Ho, Chief Executive Officer of Landsea Homes Corporation, pursuant to 18 U.S.C. Section 1350 (incorporated by reference to Exhibit 32.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2022).                                                                                                                                                                                                                                                                                                                          
|32.2*** |  | Certification of Chris Porter, Chief Financial Officer of Landsea Homes Corporation, pursuant to 18 U.S.C. Section 1350 (incorporated by reference to Exhibit 32.2 to the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2022).                                                                                                                                                                                                                                                                                                                     
|101**   |  | The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, formatted in Inline XBRL: (i) Balance Sheets as of December 31, 2021 and 2020; (ii) Statements of Operations for the years ended December 31, 2021, 2020, and 2019, (iii) Statements of Equity for the years ended December 31, 2021, 2020, and 2019; (iv) Statements of Cash Flows for the years ended December 31, 2021, 2020, and 2019 and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
|104*    |  | Cover Page Interactive Data File (embedded within the Inline XBRL document and included as Exhibit 101).                                                                                                                                                                                                                                                                                                                                                                                                                                                                  



* Filed herewith.

** Previously filed with the Original Form 10-K

*** Previously furnished with the Original Form 10-K

^ Management contract or compensatory plan or arrangement.
+ Certain schedules to or portions of this Exhibit have been omitted in accordance with Item 601(b)(1) of Regulation S-K. The Company
hereby agrees to furnish supplementally a copy of all omitted schedules to the SEC upon request.





- 13 -







SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                     | Landsea Homes Corporation
|-------------------- | -------------------------
|                     |                          
|Date: March 29, 2022 | By:                      
|                     |                          
|                     |                          
|                     |                          
|                     |                          
|Date: March 29, 2022 | By:                      
|                     |                          
|                     |                          
|                     |                          



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