424B3 1 southland_424b3.htm 424B3

Filed pursuant to Rule 424(b)(3)

Registration Statement No. 333-271057

Prospectus Supplement No. 4

(to Prospectus dated May 15, 2023)

14,385,493 Shares of Common Stock Issuable Upon Exercise of Warrants,

53,669,877 Shares of Common Stock, and

585,502 Private Warrants

This prospectus supplement updates, amends and supplements the prospectus dated May 15, 2023 (the “Prospectus”) related to (a) the issuance by us of up to an aggregate of 14,385,493 shares of common stock, par value $0.0001 per share (“Common Stock”), which consists of (i) 585,502 shares of Common Stock issuable upon the exercise of 585,502 warrants to purchase Common Stock at an exercise price of $11.50 per share (the “Private Warrants”) (including shares that may be issued to the holder in lieu of fractional shares) originally issued in a private placement in connection with our initial public offering as part of units at a price of $10.00 per unit, with each unit consisting of one share of Common Stock and one-half of one Private Warrant, and (ii) 13,799,991 shares of Common Stock issuable upon the exercise of 13,799,991 warrants to purchase Common Stock (including shares that may be issued to the holder in lieu of fractional shares) at an exercise price of $11.50 per share (the “Public Warrants,” and together with the Private Warrants, the “Warrants”) originally issued in our initial public offering as part of units at a price of $10.00 per unit, with each unit consisting of one share of Common Stock and one-half of one Public Warrant; and (b) the offer and sale from time to time by the selling securityholders (including their pledgees, donees, transferees, assignees, successors and other permitted transferees) named in the Prospectus of up to (i) 53,669,877 shares of Common Stock and (ii) 585,502 Private Warrants.

This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with the information contained in our Quarterly Report on Form 10-Q filed with the SEC on November 13, 2023, which is set forth below.

This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.

Our Common Stock and our Warrants are listed on the NYSE American LLC under the symbols “SLND” and “SLND.WS” respectively. On November 10, 2023, the closing price of our Common Stock was $6.08 and the closing price for our Warrants was $0.4851.

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and are subject to reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.

Investing in our securities involves a high degree of risks. See the section entitled “Risk Factors” beginning on page 6 of the Prospectus to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is November 13, 2023.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2023

☐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: 001-41090

Southland Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware		87-1783910
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

1100 Kubota Dr.

Grapevine, TX 76051

(Address of principal executive offices) (Zip Code)

(817) 293-4263

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:



Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share	SLND	NYSE American LLC
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share	SLND WS	NYSE American LLC

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

As of November 9, 2023, there were 47,891,984 shares of common stock, par value $0.0001 per share, issued and outstanding.

SOUTHLAND HOLDINGS, INC.

TABLE OF CONTENTS




PART I – Financial Information

ITEM 1. Financial Statements	1
- Condensed Consolidated Balance Sheets (unaudited)	1
- Condensed Consolidated Statements of Operations (unaudited)	2
- Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited)	3
- Condensed Consolidated Statements of Equity (unaudited)	4
- Condensed Consolidated Statements of Cash Flows (unaudited)	6
- Notes to Condensed Consolidated Financial Statements (unaudited)	7

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk	31

ITEM 4. Controls and Procedures	31

PART II – Other Information	32

ITEM 1. Legal Proceedings	32

ITEM 1A. Risk Factors	32

ITEM 5. Other Information	34

ITEM 6. Exhibits	35

Signatures	36

Unless otherwise stated in this Quarterly Report on Form 10-Q (this “Quarterly Report”), references to the “Company,” “our,” “us,” “we,” or “Southland” refer to Southland Holdings, Inc.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”), as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based on the reasonable beliefs and assumptions of our management. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or similar expressions. Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements about our ability to:

●

Access, collect and use personal data about consumers;

●

Execute our business strategy, including monetization of services provided and expansions in and into existing and new lines of business;

●

Anticipate the impact of the novel coronavirus (“COVID-19”) pandemic and its effect on our business and financial condition;

●

Manage risks associated with operational changes in response to the COVID-19 pandemic;

●

Anticipate the uncertainties inherent in the development of new business lines and business strategies;

●

Retain and hire necessary employees;

●

Increase brand awareness;

●

Attract, train and retain effective officers, key employees or directors;

●

Upgrade and maintain information technology systems;

●

Acquire and protect intellectual property;

●

Meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness;

●

Effectively respond to general economic and business conditions;

●

Maintain the listing of our securities on the NYSE American LLC (“NYSE”) or another national securities exchange;

●

Obtain additional capital, including use of the debt market;

●

Enhance future operating and financial results;

●

Anticipate rapid technological changes;

●

Comply with laws and regulations applicable to our business, including laws and regulations related to data privacy and insurance operations;

●

Stay abreast of modified or new laws and regulations applying to our business;

●

Anticipate the impact of, and respond to, new accounting standards;

●

Anticipate any rise in interest rates which would increase our cost of capital;

●

Anticipate the significance and timing of contractual obligations;

●

Maintain key strategic relationships with partners and distributors;

●

Respond to uncertainties associated with product and service development and market acceptance;

●

Anticipate the ability of the renewable sector to develop to the size or at the rate it expects;

●

Manage to finance operations on an economically viable basis;

●

Anticipate the impact of new U.S. federal income tax law, including the impact on deferred tax assets; and

●

Successfully defend litigation.

Forward-looking statements are not guarantees of performance and speak only as of the date hereof. While we believe that these forward-looking statements are reasonable, there can be no assurance that we will achieve or realize these plans, intentions, or expectations. You should understand that the following important factors, in addition to those discussed under the heading “Item 1A. Risk Factors” to Part I of our Annual Report on Form 10-K for the year ended

December 31, 2022 (the “Annual Report”) “Item 1A. Risk Factors” to Part II of the Quarterly Report and other reports or documents we file with the Securities and Exchange Commission (“SEC”), could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this Quarterly Report:

●

Litigation, complaints, product liability claims and/or adverse publicity;

●

The impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, crime, weather, demographic trends and employee availability;

●

Increases and decreases in utility and other energy costs, increased costs related to utility or governmental requirements;

●

Privacy and data protection laws, privacy or data breaches or the loss of data; and

●

The impact of the COVID-19 pandemic and its effect on business and financial conditions.

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this Quarterly Report are more fully described under the heading “Item 1A. Risk Factors” in the Annual Report and elsewhere in this Quarterly Report. The risks described under the heading “Item 1A. Risk Factors” in the Annual Report are not exhaustive. Other sections of this Quarterly Report may describe additional factors that could adversely affect our business, financial condition or results of operations. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on the business, nor the extent to which any factor or combination of facts may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In addition, statements of belief and similar statements reflect our reasonable beliefs and opinions on the relevant subject. These statements are based upon information available to us, as applicable, as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, involve risks and are subject to change based on various factors, including those discussed under “Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

SOUTHLAND HOLDINGS, INC.

Condensed Consolidated Balance Sheets (unaudited)


(Amounts in thousands, except share and per share data)	As of
ASSETS	September 30, 2023		December 31, 2022
Current assets
Cash and cash equivalents	$	32,211	$	57,915
Restricted cash		14,541		14,076
Accounts receivable, net		198,967		135,678
Retainage receivables		125,196		122,682
Contract assets		515,361		512,906
Other current assets		22,635		24,047
Total current assets		908,911		867,304

Property and equipment, net		100,558		114,084
Right-of-use assets		12,858		16,893
Investments - unconsolidated entities		123,666		113,724
Investments - limited liability companies		2,590		2,590
Investments - private equity		3,219		3,261
Deferred tax asset		21,631		—
Goodwill		1,528		1,528
Intangible assets, net		1,822		2,218
Other noncurrent assets		3,171		3,703
Total noncurrent assets		271,043		258,001
Total assets	$	1,179,954	$	1,125,305

LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	137,347	$	126,385
Retainage payable		39,059		33,677
Accrued liabilities		125,236		121,584
Current portion of long-term debt		47,825		46,322
Short-term lease liabilities		13,922		16,572
Contract liabilities		184,627		131,557
Total current liabilities		548,016		476,097

Long-term debt		261,236		227,278
Long-term lease liabilities		5,314		10,032
Deferred tax liabilities		2,876		3,392
Other noncurrent liabilities		96,343		48,622
Total long-term liabilities		365,769		289,324
Total liabilities		913,785		765,421

Commitment and contingencies (Note 7)

Stockholders' equity
Preferred stock, $0.0001 par value, authorized 50,000,000 shares, none issued and outstanding in 2023		—		—
Preferred stock, $1.00 par value, 24,400,000 shares issued and outstanding in 2022		—		24,400
Common stock, $0.0001 par value, authorized 500,000,000 shares, 47,856,114 and none issued and outstanding in 2023 and 2022, respectively		8		—
Additional paid-in-capital		269,920		—
Accumulated deficit		(13,690)		—
Accumulated other comprehensive loss		(2,551)		(2,576)
Members’ capital		—		327,614
Total stockholders' equity		253,687		349,438
Noncontrolling interest		12,482		10,446
Total equity		266,169		359,884
Total liabilities and equity	$	1,179,954	$	1,125,305

See notes to unaudited condensed consolidated financial statements

SOUTHLAND HOLDINGS, INC.

Condensed Consolidated Statements of Operations (unaudited)


	Three Months Ended				Nine Months Ended
(Amounts in thousands except shares and per share data)	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Revenue	$	312,472	$	335,125	$	844,228	$	866,627
Cost of construction		282,943		272,715		829,550		761,549
Gross profit		29,529		62,410		14,678		105,078
Selling, general, and administrative expenses		15,247		15,606		47,266		43,395
Operating income (loss)		14,282		46,804		(32,588)		61,683
Loss on investments, net		(21)		(100)		(3)		(79)
Other income, net		2,151		2,292		23,559		936
Interest expense		(6,231)		(2,285)		(13,790)		(6,317)
Income (loss) before income taxes		10,181		46,711		(22,822)		56,223
Income tax expense (benefit)		5,390		10,588		(11,446)		13,745
Net income (loss)		4,791		36,123		(11,376)		42,478
Net income attributable to noncontrolling interests		991		924		2,314		1,474
Net income (loss) attributable to Southland Stockholders	$	3,800	$	35,199	$	(13,690)	$	41,004

Net income (loss) per share attributable to common stockholders
Basic ⁽¹⁾	$	0.08			$	(0.29)
Diluted ⁽¹⁾	$	0.08			$	(0.29)
Weighted average shares outstanding
Basic ⁽¹⁾		47,856,114				46,771,938
Diluted ⁽¹⁾		47,872,042				46,771,938

(1)	The structure of Southland’s historical common equity structure was in the form of membership percentages and no shares were issued. As such, reporting periods prior to the three months ended March 31, 2023 will not present share or per share data.

See notes to unaudited condensed consolidated financial statements

SOUTHLAND HOLDINGS, INC.

Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited)


	Three Months Ended				Nine Months Ended
(Amounts in thousands)	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Net income (loss)	$	4,791	$	36,123	$	(11,376)	$	42,478
Foreign currency translation adjustment, net of tax		(1,972)		(4,653)		(119)		(2,380)
Comprehensive income (loss), net of tax		2,819		31,470		(11,495)		40,098
Less: Comprehensive income (loss) attributable to noncontrolling interest		646		(7,469)		2,170		760
Comprehensive income (loss) attributable to Southland Stockholders	$	2,173	$	38,939	$	(13,665)	$	39,338

See notes to unaudited condensed consolidated financial statements

SOUTHLAND HOLDINGS, INC.

Condensed Consolidated Statements of Equity (unaudited)


	Nine Months Ended September 30, 2023
	Preferred		Common				Additional		Accumulated		Members		Noncontrolling		Total
(Amounts in thousands)	Stock		Stock		AOCI		Paid-In Capital		Deficit		Capital		Interest		Equity
Balance as of December 31, 2022	$	24,400	$	—	$	(2,576)	$	—	$	—	$	327,614	$	10,446	$	359,884
Recapitalization		—		4		—		284,569		—		(327,614)		—		(43,041)
Balance as of December 31, 2022		24,400		4		(2,576)		284,569		—		—		10,446		316,843
Preferred stock repurchase and dividends		(24,400)		—		—		(50,129)		—		—		(24)		(74,553)
Issuance of post-merger earnout shares		—		4		—		34,996		—		—		—		35,000
Distributions to joint venture partner		—		—		—		—		—		—		(110)		(110)
Net income (loss)		—		—		—		—		(4,664)		—		398		(4,266)
Other comprehensive income		—		—		504		—		—		—		2		506
Balance as of March 31, 2023	$	—	$	8	$	(2,072)	$	269,436	$	(4,664)	$	—	$	10,712	$	273,420
Net income (loss)		—		—		—		—		(12,826)		—		925		(11,901)
Other comprehensive income		—		—		1,149		—		—		—		198		1,347
Balance as of June 30, 2023	$	—	$	8	$	(923)	$	269,436	$	(17,490)	$	—	$	11,835	$	262,866
Share based compensation		—		—		—		484		—		—		—		484
Net income		—		—		—		—		3,800		—		991		4,791
Other comprehensive loss		—		—		(1,628)		—		—		—		(344)		(1,972)
Balance as of September 30, 2023	$	—	$	8	$	(2,551)	$	269,920	$	(13,690)	$	—	$	12,482	$	266,169

See notes to unaudited condensed consolidated financial statements

SOUTHLAND HOLDINGS, INC.

Condensed Consolidated Statements of Equity (unaudited)


	Nine Months Ended September 30, 2022
	Preferred		Common				Additional		Members		Noncontrolling		Total
(Amounts in thousands)	Stock		Stock		AOCI		Paid-In Capital		Capital		Interest		Equity
Balance as of December 31, 2021	$	24,400	$	—	$	(937)	$	—	$	267,831	$	11,057	$	302,351
Recapitalization		—		4		—		224,786		(267,831)		—		(43,041)
Balance as of December 31, 2021		24,400		4		(937)		224,786		—		11,057		259,310
Preferred stock repurchase and dividends		—		—		—		(172)		—		(31)		(203)
Distributions to members		—		—		—		316		—		(1,539)		(1,223)
Net income (loss)		—		—		—		(13,601)		—		628		(12,973)
Other comprehensive loss		—		—		(1,562)		—		—

SEC Form 424B3 filed by Legato Merger Corp. II