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As filed with the Securities and Exchange Commission on October 11, 2022

No. 333-          

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DIAMONDHEAD HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

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(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

250 Park Ave., 7th Floor

New York, New York 10177

(212) 572-6260

David T. Hamamoto

Co-Chief Executive Officer

DiamondHead Holdings Corp.

250 Park Ave., 7th Floor

New York, New York 10177

(212) 572-6260

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

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

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

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to Section 8(a), may determine.

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PRELIMINARY PROXY STATEMENT/PROSPECTUS

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At the Effective Time:

Following the consummation of the Business Combination, when permitted by United States Securities and Exchange Commission (the “SEC”) rules, UHG intends to file a registration statement on Form S-8 with the SEC providing for the registration of UHG Class A Common Shares (i) that will underlie the Rollover Options and Assumed Warrants issued to holders of GSH Options and GSH Warrants that are outstanding as of immediately prior to the Effective Time and (ii) that are reserved for issuance under the United Homes Group, Inc. 2022 Incentive Plan.

Assuming that (a) no holders of DHHC Class A common stock, par value $0.0001 per share (“DHHC Class A Common Shares” or “Public Shares”) elect to have their Public Shares redeemed, (b) there are no other issuances of equity interests of DHHC prior to the Effective Time, (c) no Earn Out Shares are issued prior to the Effective Time and (d) there is a downward adjustment for GSH’s closing cash and closing indebtedness in the amount of $93 million at the Closing (as defined herein), (i) the total number of UHG Common Shares to be issued to GSH equityholders at the Effective Time is expected to be approximately 37,873,895 shares, and GSH equityholders as of immediately prior to the Effective Time will hold, in the aggregate, on an undiluted basis, approximately 49.2% of the issued and outstanding UHG Common Shares immediately following the Effective Time and be entitled to cast approximately 65.8% of the votes entitled to be cast by all holders of the UHG Common Shares, of which (x) holders of UHG Class A Common Shares will own 51.3% of the UHG Common Shares and be entitled to cast approximately 34.5% of the votes entitled to be cast by all holders of the UHG Common Shares and (y) holders of UHG Class B Common Shares will own 48.7% of the UHG Common Shares and be entitled to cast approximately 65.5% of the votes entitled to be cast by all holders of the UHG Common Shares and (ii) DHHC stockholders as of immediately prior to the Effective Time will hold, in the aggregate, approximately 50.8% of the issued and outstanding UHG Common Shares immediately following the Effective Time and be entitled to cast approximately 34.2% of the votes entitled to be cast by all holders of the UHG Common Shares.

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DHHC units, DHHC Class A Common Shares and DHHC public warrants are publicly traded on the Nasdaq Stock Market (“Nasdaq”). We intend to apply to list the UHG Class A Common Shares and UHG public warrants on Nasdaq under the symbols “UHG” and “UHGW,” respectively, effective upon the closing of the Business Combination (the “Closing”). DHHC will not have units traded following the Closing. DHHC intends to change its name to “United Homes Group, Inc.” at the Effective Time.

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In connection with the execution of the Business Combination Agreement, DHHC entered into an Equity Financing Commitment Letter with our Sponsor, DHP SPAC-II Sponsor LLC, David T. Hamamoto, our Co-Chief Executive Officer and Chairman and an affiliate of our Sponsor, and Antara Capital, an affiliate of our Sponsor (“Antara”), pursuant to which Mr. Hamamoto and Antara each committed to, or to cause their respective controlled affiliates to, purchase and not redeem, no less than 1,250,000 DHHC Class A Common Shares. DHHC may incur other types of financings to fulfill the Minimum Cash Condition (as defined in this proxy statement/prospectus) at the Closing.

No compensation of any kind, including finder’s and consulting fees, will be paid by DHHC to our Sponsor, officers, directors or any of our or their respective affiliates, for services rendered prior to or in connection with the completion of the Business Combination. However, these individuals will be reimbursed for any out-of-pocket expenses related to identifying and investigating potential target businesses and completing the Business Combination. Each director and officer of DHHC is a direct or indirect member of the Sponsor, and, following the consummation of the Business Combination, each such director and officer of DHHC is entitled to receive UHG Common Shares then held by the Sponsor as further described in “Security Ownership of Certain Beneficial Owners and Management of DHHC and the Post-Combination Company.” See “Management of DHHC — Executive Officer and Director Compensation” for more information.

DHHC will hold a special meeting of its stockholders (the “Special Meeting”) to consider matters relating to the proposed Business Combination. DHHC and GSH cannot complete the Business Combination unless, among other things, DHHC’s stockholders approve and vote to adopt the Business Combination Agreement and the Transactions, including the issuance of UHG Common Shares to be issued as the merger consideration and the Business Combination. DHHC is sending you this proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this proxy statement/prospectus.

The Special Meeting will be held at              a.m. prevailing Eastern Time, on               , 20  , in virtual format at                .

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF DHHC COMMON SHARES YOU OWN. To ensure your representation at the Special Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in this proxy statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to attend the Special Meeting. Submitting a proxy now will NOT prevent you from being able to vote at the virtual meeting. If you hold your shares in “street name”, you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

The DHHC board of directors (the “DHHC Board”) has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and recommends that DHHC stockholders vote “FOR” each of the proposals in this proxy statement/prospectus. As further described in the “The Business Combination — Recommendation of the DHHC Board of Directors and Reasons for the Business Combination”, the DHHC Board believes that the Business Combination Agreement and the Transactions are in the best interests of DHHC and its security holders, including its unaffiliated security holders.

Executive officers of DHHC negotiated the terms of the Business Combination Agreement with their counterparts at GSH, and the DHHC Board determined that entering into the Business Combination Agreement was in the best interests of DHHC and its stockholders. The DHHC Board did not receive a report, opinion or appraisal from an outside party regarding the fairness of the Transactions. In considering these facts and the other information contained in this proxy statement/prospectus, you should be aware that DHHC’s executive officers and directors may have financial interests in the Business Combination that may be different from, or in addition to, the interests of DHHC stockholders. The DHHC Board was aware of and considered these interests, among other matters, in reaching the determination to approve the terms of the Business Combination.

When considering the DHHC Board’s recommendation that DHHC stockholders vote in favor of the proposals in this proxy statement/prospectus, DHHC stockholders should be aware that the Sponsor or its affiliates and DHHC’s directors and officers may have interests in the Business Combination that may be different from, in addition to, or may conflict with the interests of DHHC stockholders in general, and may be incentivized to complete the Business Combination even if it is with a less favorable target company or on less favorable terms, rather than liquidate. For a more complete description of these interests, see “Information about DHHC — Our Sponsor” and “The Business Combination — Interests of DHHC’s Directors and Executive Officers in the Business Combination.”

This proxy statement/prospectus provides you with detailed information about the proposed Business Combination. It also contains or references information about DHHC and GSH and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 27 for a discussion of the material risks you should consider in evaluating the proposed Business Combination and how it may affect you.

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TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES BE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO DHHC’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

If you have any questions regarding the accompanying proxy statement/prospectus, you may contact Morrow Sodali LLC, DHHC’s proxy solicitor, toll free at (800) 662-5200 (banks and brokers call collect at (203) 658-9400).

Sincerely,

David T. Hamamoto

DiamondHead Holdings Corp.

Chief Executive Officer and Chairman of the Board of Directors

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the Business Combination, the issuance of UHG Common Shares in connection with the Business Combination or the other transactions described in this proxy statement/prospectus or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated                , 20  , and is first being mailed to stockholders of DHHC on or about                , 20  .

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DIAMONDHEAD HOLDINGS CORP.

250 Park Ave., 7th Floor

New York, New York 10177

NOTICE OF

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON          , 20  

TO THE STOCKHOLDERS OF DiamondHead Holdings Corp.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of DiamondHead Holdings Corp., a Delaware corporation (“DHHC”), will be held at             a.m. prevailing Eastern Time, on                   , 20 , in virtual format via live webcast at              (the “Special Meeting”). You are cordially invited to attend the Special Meeting, during which DHHC stockholders will be asked to consider and vote upon the following proposals (the “Proposals” and each a “Proposal”):

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These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of DHHC Class A common stock, par value $0.0001 per share (the “DHHC Class A Common Shares” or “Public Shares”) and DHHC Class B common stock, par value $0.0001 per share (the “DHHC Class B Common Shares”, and together with the DHHC Class A Common Shares, (the “DHHC Common Shares”) at the close of business on     , 20   (the “DHHC Record Date”) are entitled to notice of the Special Meeting and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting.

Pursuant to the Current Charter, DHHC will provide holders of its Public Shares with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount on deposit in the trust account established by DHHC for the benefit of its stockholders at American Stock Transfer & Trust Company, LLC (the “Trust Account”), which holds the proceeds of DHHC’s initial public offering, as of two business days prior to the consummation of the transactions contemplated by the Business Combination Proposal (including interest earned on the funds held in the trust account and not previously released to DHHC to pay its taxes). For illustrative purposes, based on funds in the trust account of approximately $                on                 , 20    , the DHHC Record Date, the estimated per share redemption price would have been approximately $     , excluding additional interest earned on the funds held in the Trust Account and not previously released to DHHC to pay taxes. “Public Stockholders” (as defined in this proxy statement/prospectus) may elect to redeem their shares even if they vote for the Business Combination Proposal. Each Public Stockholder, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares without the consent of DHHC. DHP SPAC-II Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and DHHC’s directors, officers and members of its team of advisors (the “Advisors”) have agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any DHHC Common Shares they may hold. Currently, the Initial Stockholders (as defined herein) own 20% of DHHC Common Shares, consisting of the Founder Shares (as defined in this proxy statement/prospectus). Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. The Sponsor and DHHC’s directors, Advisors and officers have agreed to vote any DHHC Common Shares owned by them in favor of each of the proposals presented at the Special Meeting.

After careful consideration, DHHC’s board of directors (the “DHHC Board”) has determined that the Business Combination Proposal, the Charter Approval Proposal, the Governance Proposals, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal are fair to and in the best interests of DHHC and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Charter Approval Proposal, “FOR” the Governance Proposals, “FOR” the Director Election Proposal, “FOR” the Nasdaq Proposal, “FOR” the Incentive Plan Proposal and “FOR” the Adjournment Proposal, if presented.

The approval of each of the Business Combination Proposal, the Governance Proposals, the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal, if presented, requires the affirmative vote (in person or by proxy) of the holders of a majority of the DHHC Class A Common Shares and DHHC Class B Common Shares entitled to vote at the Special Meeting, voting together as a single class. The approval of the Director Election Proposal requires the affirmative vote (in person or by proxy) of the holders of a plurality of the outstanding DHHC Class A Common Shares and DHHC Class B Common Shares entitled to vote at the Special Meeting, voting together as a single class.

The approval of the Charter Approval Proposal requires the affirmative vote (in person or by proxy) of (i) the holders of a majority of the Founder Shares then outstanding and entitled to vote thereon, voting separately as a single class, (ii) the holders of a majority of the DHHC Class A Common Shares then outstanding and entitled to vote thereon, voting separately as a single class and (iii) the holders of a majority of the DHHC Class A Common Shares and DHHC Class B Common Shares then outstanding and entitled to vote thereon, voting together as a single class.

Consummation of the Business Combination is conditioned on the approval of the Business Combination Proposal, the Charter Approval Proposal, the Director Election Proposal, the Nasdaq Proposal and the Incentive Plan Proposal (collectively, the “Required Proposals”) at the Special Meeting, subject to the terms of the Business Combination Agreement. The consummation of the Business Combination is not conditioned on the approval of the Governance Proposals or the Adjournment Proposal. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the DHHC stockholders for a vote. The proxy statement/prospectus accompanying this notice explains the Business Combination Agreement and the transactions contemplated thereby, as well as the Proposals to be considered at the Special Meeting. Please review the proxy statement/prospectus carefully.

All DHHC stockholders are cordially invited to attend the Special Meeting in virtual format via live webcast at                 . DHHC stockholders may attend, vote and examine the list of DHHC stockholders entitled to vote at the Special Meeting by visiting and

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entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. The Special Meeting will be held in virtual meeting format only. You will not be able to attend the Special Meeting physically. To ensure your representation at the Special Meeting, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

If you have any questions or need assistance voting your shares, please contact Morrow Sodali LLC, our proxy solicitor, toll free at (800) 662-5200 (banks and brokers call collect at (203) 658-9400).

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MARKET AND INDUSTRY DATA

This proxy statement/prospectus contains information concerning the markets and industry in which GSH conducts its business. The information and any estimates provided herein involve numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. Any forecasts prepared are based on data (including third-party data), models and the experience of various professionals and on various assumptions (including the completeness and accuracy of third-party data), all of which are subject to change without notice. See “Information about GSH — Market Opportunity” in this proxy statement/prospectus for additional information.

In addition, certain other market and industry data has been obtained from publicly available industry publications or from GSH’s internal estimates and research and GSH’s knowledge of the industry and markets in which it operates. These sources generally state that the information they provide has been obtained from sources believed to be reliable but that the accuracy and completeness of the information are not guaranteed. While GSH believes these third-party sources to be reliable as of the date of this proxy statement/prospectus, GSH has not independently verified the data obtained from these third-party sources or the underlying assumptions relied on therein. Forecasts and other forward-looking information obtained from these sources are subject to the uncertainties and risk due to a variety of factors including those described in the sections entitled “Risk Factors” and “Forward-Looking Statements” and elsewhere in this proxy statement/prospectus.

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TRADEMARKS

GSH and their respective subsidiaries own or have the rights to use various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This proxy statement/prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display by DHHC, GSH or their subsidiaries of any third parties’ trademarks, service marks, trade names or products in this proxy statement/prospectus is not intended to, and does not, imply a relationship with, or endorsement or sponsorship by, DHHC, GSH or their respective subsidiaries. Solely for convenience, the trademarks, service marks and trade names presented in this proxy statement/prospectus may appear without the ^®, ^TM or ^SM symbols, but such references are not intended to indicate, in any way, that DHHC, GSH or their subsidiaries will not assert, to the fullest extent under applicable law, its rights or the rights of the applicable licensor to these trademarks, service marks and trade names.

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SELECTED DEFINITIONS AND BASIS OF PRESENTATION

As used in this proxy statement/prospectus, unless otherwise noted or the context otherwise requires, references to the following capitalized terms have the meanings set forth below:

“Anchor Investors” means Obsidian Master Fund, BlackRock Credit Alpha Master Fund, L.P., HC NCBR FUND and Riverview Group LLC.

“Ancillary Agreements” means the Registration Rights Agreement, the Sponsor Agreement and each other agreement, document, instrument and/or certificate contemplated by the Business Combination Agreement executed or to be executed in connection with the transactions contemplated thereby.

“Antara Capital” means Antara Capital Return SPAC Master Fund LP, of which Antara Capital LP is the manager.

“AST” means American Stock Transfer & Trust Company, LLC, as DHHC’s transfer agent.

“Closing Date” means the date on which the Closing occurs.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combination Window” means the 24 months from the closing of the Initial Public Offering or until January 28, 2023, subject to any extension period thereof.

“Current Bylaws” means the bylaws of DHHC.

“Current Charter” means the Certificate of Incorporation of DHHC.

“DGCL” means the Delaware General Corporation Law, as may be amended from time to time.

“DHHC” means DiamondHead Holdings Corp., a Delaware corporation.

“DHHC Class A Common Shares” means the Class A common stock, par value $0.0001 per share, of DHHC, prior to the adoption of the Proposed Charter.

“DHHC Class B Common Shares” means the Class B common stock, par value $0.0001 per share, of DHHC, prior to the adoption of the Proposed Charter.

“DHHC Common Shares” means DHHC Class A Common Shares and DHHC Class B Common Shares.

“DHHC Warrants” means Public Warrants and Private Placement Warrants.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Founder Shares” means DHHC Class B Common Shares and DHHC Class A Common Shares issued upon the automatic conversion thereof at the time of DHHC’s initial business combination as provided herein.

“GAAP” means the generally accepted accounting principles in the United States, as applied on a consistent basis.

“GSH” means Great Southern Homes, Inc., a South Carolina corporation.

“GSH Class A Common Shares” means the Class A common stock, no par value, of GSH, which as of immediately after the Pre-Closing Recapitalization will have one vote per share.

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“GSH Class B Common Shares” means the Class B common stock, no par value, of GSH, which as of immediately after the Pre-Closing Recapitalization will have two votes per share.

“GSH Common Shares” means (a) prior to the Pre-Closing Recapitalization, the common stock, no par value, of GSH, and (b) subsequent to the Pre-Closing Recapitalization, the GSH Class A Common Shares and the GSH Class B Common Shares.

“Homeowners Mortgage” means Homeowners Mortgage, LLC, a Florida limited liability company.

“Initial Public Offering” means the initial public offering of DHHC, which closed on January 28, 2021.

“Initial Stockholders” means holders of the DHHC’s Founder Shares prior to the Business Combination.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Merger Sub” means Hestia Merger Sub, Inc., a South Carolina corporation and wholly-owned subsidiary of DHHC.

“Nieri Trusts” means the PWN Trust 2018 dated 7/17/2018, the MEN Trust 2018 dated 7/17/2018 and the PMN Trust 2018 dated 7/17/2018.

“Post-Combination Company” means DHHC following the consummation of the Business Combination, which will be renamed “United Homes Group, Inc.” at the Effective Time.

“Private Placement Warrants” means the 5,933,333 private placement warrants purchased by the Sponsor and the Anchor Investors pursuant to certain private placement warrant agreements with DHHC.

“Public Shares” means DHHC Class A Common Shares sold as part of the units in the Initial Public Offering (whether they were purchased in the Initial Public Offering or thereafter in the open market).

“Public Stockholders” means the holders of Public Shares, including the Sponsor and DHHC’s management team to the extent the Sponsor and/or members of such management team purchase Public Shares; provided that the Sponsor’s and each member of such management team’s status as a “Public Stockholder” will only exist with respect to such Public Shares.

“Public Warrants” means redeemable warrants sold as part of the units in the Initial Public Offering (whether they were purchased in the Initial Public Offering or thereafter in the open market).

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Termination Date” means April 28, 2023.

“Trust Account” means the trust account established by DHHC for the benefit of its stockholders at American Stock Transfer & Trust Company, LLC.

“UHG Class A Common Shares” means the Class A common stock, par value $0.0001 per share, of the Post-Combination Company, following the adoption of the Proposed Charter, which will carry one vote per share.

“UHG Class B Common Shares” means the Class B common stock, par value $0.0001 per share, of the Post-Combination Company, following the adoption of the Proposed Charter, which will carry two votes per share.

“UHG Common Shares” means UHG Class A Common Shares and UHG Class B Common Shares.

“Units” means the units of DHHC, each consisting of one DHHC Class A Common Share and one-fourth of one Public Warrant.

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Unless otherwise specified, the voting and economic interests of the Post-Combination Company’s stockholders set forth in this proxy statement/prospectus assume the following:

Further, unless otherwise specified, the voting and economic interests of the Post-Combination Company’s stockholders set forth in this proxy statement/prospectus do not take into account (i) the Earn Out Shares, (ii) the Private Placement Warrants or Public Warrants, which will remain outstanding following the Business Combination and may be exercised at a later date, (iii) the Sponsor Earnout Shares that are subject to vesting requirements pursuant to the Sponsor Agreement, or (iv) the Rollover Options and Assumed Warrants. The scenario described in this paragraph and above is referred to as the no redemption scenario.

Certain sections in this proxy statement/prospectus also refer to a 25% redemption scenario, 50% redemption scenario and/or a maximum redemption scenario. Unless otherwise specified, that scenario assumes for illustrative purposes that all of the assumptions described above apply, except that (i) in respect of the 25% redemption scenario, 8,625,000 Public Shares (including none of the Public Shares held by the Anchor Investors) are redeemed, resulting in an aggregate payment of approximately $86.25 million from the Trust Account, (ii) in respect of the 50% redemption scenario, 17,250,000 Public Shares (including none of the Public Shares held by the Anchor Investors) are redeemed, resulting in an aggregate payment of approximately $172.5 million from the Trust Account and (iii) in respect of the maximum redemption scenario, 22,024,388 Public Shares (including all of the Public Shares held by the Anchor Investors) are redeemed and the Minimum Cash Condition has not been waived by GSH, resulting in an aggregate payment of approximately $220,243,880 million from the Trust Account. For more information, see “Unaudited Pro Forma Condensed Combined Financial Information” and “Security Ownership of Certain Beneficial Owners and Management of DHHC and the Post-Combination Company.”

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QUESTIONS AND ANSWERS

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Business Combination, the Special Meeting and the proposals to be presented at the Special Meeting. The following questions and answers do not include all the information that is important to DHHC stockholders. You are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the Business Combination and the voting procedures for the Special Meeting.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

DHHC will hold the Special Meeting to, among other things, obtain the approvals required for the Business Combination and the other transactions contemplated by the Business Combination Agreement, and you are receiving this proxy statement/prospectus in connection with such Special Meeting. See “The Business Combination Agreement” for additional information. In addition, a copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. We urge you to carefully read this proxy statement/prospectus, including the Annexes, and the other documents referred to herein in their entirety.

YOUR VOTE IS IMPORTANT. YOU ARE ENCOURAGED TO SUBMIT YOUR PROXY AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND ITS ANNEXES AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE SPECIAL MEETING.

The Earn Out Shares will vest and become payable in three tranches of 7,500,000, 7,500,000 and 5,000,000 Earn Out Shares, upon the occurrence of the following milestones: (i) 7,500,000 Earn Out Shares will vest on the first date on which the volume weighted average price of UHG Class A Common Shares over any 20 trading days within the preceding 30 consecutive trading day period (as adjusted, the “VWAP Price”) is greater than or equal to $12.50, (ii) 7,500,000 shares will vest on the first date on

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which the VWAP Price is greater than or equal to $15.00, and (iii) 5,000,000 shares will vest on the first date on which the VWAP Price is greater than or equal to $17.50, in each case, during the period that is 90 days following the Closing and the fifth anniversary of the Closing (the “Earn Out Period”).

The Earn Out Shares will be allocated pro rata to holders of GSH Common Shares, GSH Options and GSH Warrants immediately prior to the consummation of the Business Combination as set forth in the Consideration Schedule (as defined below), which shall be delivered by GSH to DHHC at least two business days prior to the Closing. The following table sets forth an estimate (assuming a downward adjustment for GSH’s closing cash and closing indebtedness in the amount of $93 million at the Closing) of (x) the Per Share Upfront Consideration expected to be allocated to holders of GSH Common Shares and (y) the allocation of the Earn Out Shares among the holders of GSH Common Shares, GSH Options and GSH Warrants, each based on the assumption that, after the execution of the Business Combination Agreement, GSH will not have issued any additional equity (including pursuant to the exercise of options, warrants or other securities exchangeable or exercisable for equity of GSH).

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Under the terms of the Business Combination Agreement, at the Effective Time:

Upon the consummation of the Business Combination, the number of UHG Common Shares expected to be issued to GSH equityholders in respect of their GSH Common Shares, together with the number of UHG Common Shares that will underlie the Rollover Options and Assumed Warrants issued to holders of GSH Options and GSH Warrants that are outstanding as of

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immediately prior to the Effective Time, is 37,873,895 shares (assuming a downward adjustment for GSH’s closing cash and closing indebtedness in the amount of $93 million at the Closing).

Following the consummation of the Business Combination, when permitted by SEC rules, the Post-Combination Company intends to file a registration statement on Form S-8 with the SEC providing for the registration of the UHG Class A Common Shares (i) that will underlie the Rollover Options and Assumed Warrants issued to holders of GSH Options and GSH Warrants that are outstanding as of immediately prior to the Effective Time and (ii) that are reserved for issuance under the 2022 Plan.

Assuming that (a) no holders of DHHC Class A Common Shares elect to have their Public Shares redeemed, (b) there are no other issuances of equity interests of DHHC prior to the Effective Time, (c) no Earn Out Shares are issued prior to the Effective Time and (d) there is a downward adjustment for GSH’s closing cash and closing indebtedness in the amount of $93 million at the Closing, (i) the total number of UHG Common Shares to be issued to GSH equityholders at the Effective Time is expected to be approximately 37,873,895 shares, and GSH equityholders as of immediately prior to the Effective Time will hold, in the aggregate, on an undiluted basis, approximately 49.2% of the issued and outstanding UHG Common Shares immediately following the Effective Time and be entitled to cast approximately 65.8% of the votes entitled to be cast by all holders of the UHG Common Shares, of which (x) holders of UHG Class A Common Shares will own 51.3% of the UHG Common Shares and be entitled to cast approximately 34.5% of the votes entitled to be cast by all holders of the UHG Common Shares and (y) holders of UHG Class B Common Shares will own 48.7% of the UHG Common Shares and be entitled to cast approximately 65.5% of the votes entitled to be cast by all holders of the UHG Common Shares and (ii) DHHC stockholders as of immediately prior to the Effective Time will hold, in the aggregate, approximately 50.8% of the issued and outstanding UHG Common Shares immediately following the Effective Time and be entitled to cast approximately 34.2% of the votes entitled to be cast by all holders of the UHG Common Shares.

DHHC is, and after the Closing will continue to be, managed by its board of directors. Following the Closing, based on the Director Election Proposal, the size of our board of directors will be 10 directors, and our board of directors will be divided into three classes and is expected to consist of Eric S. Bland, James P. Clements, Robert Dozier, Jason Enoch, Nikki R. Haley, Alan Levine, Michael Nieri, Tom O’Grady, David Hamamoto and Michael Bayles. Following the Closing, we expect that a majority of the directors will be independent under applicable Nasdaq listing rules. See “Management of the Post-Combination Company Following the Business Combination” for additional information.

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Additionally, under the Business Combination Agreement, GSH will use best efforts to obtain certain waivers and consents to the Transactions from applicable agents, trustees and/or lenders for all its and its subsidiaries’ material indebtedness (the “Lender Consents”), and in the event a portion of the existing debt financing of GSH Group Companies becomes unavailable, GSH using its best efforts to obtain alternative debt financing for any such portion from alternative financing sources (the “Alternative Financing”) in an amount sufficient to replace the unavailable portion of the existing debt financing.

The sensitivity table does not show the deferred underwriting commissions incurred in connection with the Initial Public Offering in each redemption scenario because Goldman Sachs & Co. LLC, the sole underwriter for the Initial Public Offering, has agreed to waive the deferred underwriting commissions.

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QUESTIONS AND ANSWERS ABOUT DHHC’S SPECIAL STOCKHOLDER MEETING

DHHC will hold the Special Meeting to consider and vote upon these Proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting.

Stockholders should read this proxy statement/prospectus carefully, including the Annexes and the other documents referred to herein.

Consummation of the Business Combination is conditioned on the approval of each of the Business Combination Proposal, the Charter Approval Proposal, the Director Election Proposal, the Nasdaq Proposal and the Incentive Plan Proposal, subject to the terms of the Business Combination Agreement. If the Business Combination Proposal is not approved, the other proposals, except the Adjournment Proposal, will not be presented to stockholders for a vote.

The vote of stockholders is important. Stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

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Based on its due diligence investigations of GSH and the industry in which it operates, including the financial and other information provided by GSH in the course of due diligence and negotiations in connection with the Business Combination Agreement, the DHHC Board believes that the Business Combination with GSH is advisable and in the best interests of DHHC and its stockholders. See the section entitled “The Business Combination — Recommendation of the DHHC Board of Directors and Reasons for the Business Combination.”

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Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption with respect to more than 15% of the Public Shares without the consent of DHHC.

Under DHHC’s Current Charter, the Business Combination may be consummated only if DHHC has at least $5,000,001 of net tangible assets after payment of cash to all Public Stockholders that properly demand redemption of their Public Shares for cash.

Any Public Stockholder will be entitled to demand that such Public Stockholder’s Public Shares be redeemed for a pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was approximately $       or $      per share, as of           , 20 , the DHHC Record Date). Such amount, including interest earned on the funds held in the Trust Account and not previously released to DHHC to pay its taxes, will be paid promptly upon consummation of the Business Combination. However, under Delaware law, the proceeds held in the Trust Account could be subject to claims which could take priority over those of DHHC’s Public Stockholders exercising redemption rights, regardless of whether such holders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

Any request for redemption, once made by a Public Stockholder, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Special Meeting. If you deliver your Public Shares for redemption to DHHC’s transfer agent and later decide prior to the Special Meeting not to elect redemption, you may request that DHHC’s transfer agent return the Public Shares (physically or electronically).

If a Public Stockholder properly makes a request for redemption and the Public Shares are delivered as described to DHHC’s transfer agent as described herein, then, if the Business Combination is consummated, DHHC will redeem these shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your Public Shares for cash and you will cease to have any rights as a DHHC stockholder (other than the right to receive the redemption amount) upon consummation of the Business Combination.

For a discussion of the material U.S. federal income tax consequences for holders of Public Shares with respect to the exercise of these redemption rights, see “Material U.S. Federal Income Tax Consequences — Material Tax Consequences of a Redemption of Public Shares.”

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Further, DHHC could search for another target business with which to complete a business combination; however, if DHHC does not complete the Business Combination with GSH or another target business within the Combination Window, DHHC must redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the amount then held in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to DHHC to pay taxes (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares. The Initial Stockholders have no redemption rights in the event a business combination is not effected in the Combination Window, and, accordingly, their Founder Shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to outstanding Public Warrants and Private Placement Warrants. Accordingly, Public Warrants and Private Placement Warrants will expire and be worthless.

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Business Combination Proposal. DHHC stockholders must approve the Business Combination Proposal in order for the Business Combination to occur.

The Charter Approval Proposal: The affirmative vote (in person or by proxy) of (i) the holders of a majority of the Founder Shares then outstanding and entitled to vote thereon, voting separately as a single class, (ii) the holders of a majority of the DHHC Class A Common Shares then outstanding and entitled to vote thereon, voting separately as a single class and (iii) the holders of a majority of the DHHC Class A Common Shares and DHHC Class B Common Shares then outstanding and entitled to vote thereon, voting together as a single class, is required to approve the Charter Approval Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Charter Approval Proposal, will have the same effect as a vote “AGAINST” such proposal. The Business Combination is conditioned on the approval of the Charter Approval Proposal, subject to the terms of the Business Combination Agreement. If the Business Combination Proposal is not approved, the Charter Approval Proposal will not be presented to the stockholders for a vote.

The Governance Proposals: The affirmative vote (in person or by proxy) of the holders of a majority of the DHHC Class A Common Shares and DHHC Class B Common Shares entitled to vote and actually cast thereon at the Special Meeting, voting together as a single class, is required to approve each of the Governance Proposals. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to any of the Governance Proposals, will have no effect on the Governance Proposals. The Business Combination is not conditioned on the approval of any of the Governance Proposals. If the Business Combination Proposal is not approved, the Governance Proposals will not be presented to the stockholders for a vote.

The Director Election Proposal: The affirmative vote (in person or by proxy) of the holders of a plurality of the outstanding DHHC Class A Common Shares and DHHC Class B Common Shares entitled to vote and actually cast thereon at the Special Meeting, voting together as a single class, is required to approve the Director Election Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Director Election Proposal, will have no effect on the election of directors. The Business Combination is conditioned on the approval of the Director Election Proposal, subject to the terms of the Business Combination Agreement. If the Business Combination Proposal is not approved, the Director Election Proposal will not be presented to the stockholders for a vote.

The Nasdaq Proposal: The affirmative vote (in person or by proxy) of the holders of a majority of the DHHC Class A Common Shares and DHHC Class B Common Shares entitled to vote and actually cast thereon at the Special Meeting, voting together as a single class, is required to approve the Nasdaq Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Nasdaq Proposal, will have no effect on the Nasdaq Proposal. The Business Combination is conditioned on the approval of the Nasdaq Proposal, subject to the terms of the Business Combination Agreement. If the Business Combination Proposal is not approved, the Nasdaq Proposal will not be presented to the stockholders for a vote.

The Incentive Plan Proposal: The affirmative vote (in person or by proxy) of the holders of a majority of the DHHC Class A Common Shares and DHHC Class B Common Shares entitled to vote and actually cast thereon at the Special Meeting, voting together as a single class, is required to approve the Incentive Plan Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Incentive Plan Proposal, will have no effect on the Incentive Plan Proposal. The Business Combination is conditioned on the approval of the Incentive Plan Proposal, subject to the terms of the Business Combination Agreement. If the Business Combination Proposal is not approved, the Incentive Plan Proposal will not be presented to the stockholders for a vote.

The Adjournment Proposal: The affirmative vote (in person or by proxy) of the holders of a majority of the DHHC Class A Common Shares and DHHC Class B Common Shares entitled to vote and actually cast thereon at the Special Meeting, voting together as a single class, is required to approve the Adjournment Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Adjournment Proposal, will have no effect on the Adjournment Proposal. The Business Combination is not conditioned on the approval of the Adjournment Proposal.

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As further discussed in the section entitled “Other Agreements — Sponsor Agreement” beginning on page 227 of this proxy statement/prospectus, the Sponsor has entered into a Sponsor Agreement with DHHC and GSH, a copy of which is attached as Annex E to this proxy statement/prospectus, pursuant to which the Sponsor has agreed to vote its Founder Shares, representing 20% of the aggregate voting power of the DHHC Common Shares, in favor of each of the Proposals presented at the Special Meeting.

These interests include, among others:

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Our Sponsor and DHHC’s directors and officers may be incentivized by any one or a combination of the above factors to complete the Business Combination with GSH rather than liquidate, even if (i) GSH is a less favorable target company as compared to other potential target companies or (ii) the terms of the Business Combination are less favorable to stockholders than the liquidation of the Trust Account. See “Risk Factors — Risks Related to the Business Combination — DHHC directors and officers may have interests in the Business Combination different from the interests of DHHC stockholders” on page 53 of this proxy statement/prospectus.

The DHHC Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Business Combination Agreement and in recommending that the Business Combination be approved by the stockholders of DHHC. See “The Business Combination — Interests of DHHC’s Directors and Officers in the Business Combination” beginning on page 201 of this proxy statement/prospectus.

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Under the rules of the Nasdaq, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that the Nasdaq determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Special Meeting are “non-routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.

If you are a DHHC stockholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Business Combination Proposal, the Charter Approval Proposal, the Governance Proposals, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal or the Adjournment Proposal. Such broker non-votes will be the equivalent of a vote “AGAINST” the Charter Approval Proposal, but will have no effect on the vote count for such other proposals.

If you are a DHHC stockholder that attends the Special Meeting virtually and fails to vote on the Charter Approval Proposal, your failure to vote will have the same effect as a vote “AGAINST” such proposal.

If you are a DHHC stockholder that attends the Special Meeting virtually and fails to vote on the Business Combination Proposal, the Governance Proposals, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal, your failure to vote will have no effect on the Business Combination Proposal, the Governance Proposals, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal or the Adjournment Proposal, as applicable.

If you are a stockholder of record of DHHC and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to Morrow Sodali LLC at the address listed below, and it must be received at any time before the vote is taken at the DHHC Special Meeting. Simply attending the Special Meeting will not revoke your proxy. If you

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have instructed a broker, bank or other nominee to vote your DHHC Common Shares, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.

Morrow Sodali LLC

333 Ludlow Street, 5th Floor

Stamford, Connecticut 06902

Individuals call toll-free (800) 662-5200

Banks and brokers call (203) 658-9400

Email: DHHC.info@investor.morrowsodali.com

You may also obtain additional information about DHHC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your Public Shares, you will need to deliver your stock (either physically or electronically) to DHHC’s transfer agent at the address below prior to the vote at the Special Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

American Stock Transfer & Trust Company

6201 15th Avenue

Brooklyn, New York 11210

Attn: Relationship Management

Email: HelpAST@equiniti.com

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Under the terms of the Business Combination Agreement, at the Effective Time:

Upon the consummation of the Business Combination, the number of UHG Common Shares to be issued to GSH stockholders in respect of their GSH Common Shares, without taking into account the number of UHG Class A Common Shares that will underlie the Rollover Options and Assumed Warrants issued to holders of GSH Options and GSH Warrants that are outstanding as of immediately prior to the Effective Time, is 37,873,895 (assuming a downward adjustment for GSH’s closing cash and closing indebtedness in the amount of $93 million at the Closing).

Assuming that (a) no holders of DHHC Class A Common Shares elect to have their Public Shares redeemed, (b) there are no other issuances of equity interests of DHHC prior to the Effective Time, (c) no Earn Out Shares are issued prior to the Effective Time and (d) assuming a downward adjustment for GSH’s closing cash and closing indebtedness in the amount of $93 million at the Closing, (i) the total number of UHG Common Shares to be issued to GSH equityholders at the Effective Time is expected to be approximately 37,873,895, and GSH equityholders as of immediately prior to the Effective Time will hold, in the aggregate, on an undiluted basis, approximately 49.2% of the issued and outstanding UHG Common Shares immediately following the Effective Time and be entitled to cast approximately 65.8% of the votes entitled to be cast by all holders of the UHG Common Shares, of which (x) holders of UHG Class A Common Shares will own 51.3% of the UHG Common Shares and be entitled to cast approximately 34.5% of the votes entitled to be cast by all holders of the UHG Common Shares and (y) holders of UHG Class B Common Shares will own 48.7% of the UHG Common Shares and be entitled to cast approximately 65.5% of the votes entitled to be cast by all holders of the UHG Common Shares and (ii) DHHC stockholders as of immediately prior to the Effective Time will hold, in the aggregate, approximately 50.8% of the issued and outstanding UHG Common Shares immediately following the Effective Time and be entitled to cast approximately 34.2% of the votes entitled to be cast by all holders of the UHG Common Shares.

Earn Out Consideration.

Subject to certain exceptions, during the period between the date that is 90 days following the Closing and the fifth anniversary of the Closing (the “Earn Out Period”), Post-Combination Company will issue to holders of GSH Common Shares, GSH Options and GSH

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Warrants as of immediately prior to the Effective Time up to 20,000,000 additional UHG Class A Common Shares and UHG Class B Common Shares in the aggregate (the “Earn Out Shares”) in three tranches of 7,500,000, 7,500,000 and 5,000,000 Earn Out Shares, respectively, upon the occurrence of Triggering Event I, Triggering Event II and Triggering Event III, respectively.

“Triggering Event I” will be considered achieved when the volume weighted average price of DHHC Class A Common Shares on Nasdaq is greater than or equal to $12.50 for any 20 trading days within a 30-trading day period. “Triggering Event II” will be considered achieved when the volume weighted average price of DHHC Class A Common Shares on Nasdaq is greater than or equal to $15.00 for any 20 trading days within a 30-trading day period. “Triggering Event III” will be considered achieved when the volume weighted average price of DHHC Class A Common Shares on Nasdaq is greater than or equal to $17.50 for any 20 trading days within a 30-trading day period.

In the event that, during the Earn Out Period, the Post-Combination Company completes a transaction involving (i) the acquisition of the Post-Combination Company or another person, (ii) the acquisition of all or a material portion of the assets, business or equity securities of the Post-Combination Company or another person or (iii) an equity or similar investment in the Post-Combination Company or another person, in each case, resulting in the Post-Combination Company’s stockholders immediately prior to such transaction holding, in the aggregate, less than 50% of the voting shares of the Post-Combination Company (or successor or parent company thereof), any then-unvested Earn Out Shares will become vested.

Fractional Shares.

No fractional UHG Class A Common Shares or UHG Class B Common Shares will be issued by virtue of the Business Combination or the Transactions. Each person who would otherwise be entitled to a fraction of a UHG Class A Common Share or UHG Class B Common Share (after aggregating all fractional UHG Class A Common Shares or UHG Class B Common Shares that otherwise would be received by such holder), as applicable, will instead have the number of UHG Class A Common Shares or UHG Class B Common Shares issued to such person rounded down in the aggregate to the nearest whole UHG Class A Common Share or UHG Class B Common Share, and will be entitled to receive cash, without interest, rounded to the nearest cent, equal to the product of (a) the amount of the fractional share interest in a UHG Class A Common Share or UHG Class B Common Share, as applicable, to which such holder otherwise would have been entitled multiplied by (b) $10.00.

Ownership of the Post-Combination Company

As of the date of this proxy statement/prospectus, there are 43,125,000 DHHC Common Shares issued and outstanding, including 34,500,000 DHHC Class A Common Shares and 8,625,000 DHHC Class B Common Shares, which will automatically convert into 4,737,761 UHG Class A Common Shares and 2,120,627 Sponsor Earnout Shares upon the consummation of the Business Combination (after giving effect to the forfeiture of 1,766,612 Founder Shares). Additionally, upon the Closing, approximately up to 321,000 Sponsor Earnout Shares and 820,000 Founder Shares may be allocated to third parties.

As of the date of this proxy statement/prospectus, there are an aggregate of 14,558,333 DHHC Warrants outstanding, consisting of 8,625,000 Public Warrants and 5,933,333 Private Placement Warrants. Each DHHC Warrant entitles the holder thereof to purchase one DHHC Class A Common Share at a price of $11.50 per share. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination and assuming no redemptions), assuming that (i) each DHHC Class B Common Share is converted into UHG Class A Common Share and (ii) each outstanding DHHC Warrant is exercised and Class A Common Share is issued as a result of such exercise, the DHHC fully-diluted share capital would consist of 57,683,333 DHHC Class A Common Shares.

As of immediately following the Closing, (i) assuming no Public Shares are redeemed, (ii) assuming there are no other issuances of equity interests of DHHC prior to the Effective Time, (iii) without taking into account the Earn Out Shares and Sponsor Earnout Shares, and (iv) without taking into account DHHC Warrants, Rollover Options, or Assumed Warrants, the expected beneficial ownership of the Post-Combination Company will be as follows:

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As of immediately following the Closing, (i) assuming 22,024,388 Public Shares are redeemed (representing the estimated maximum number of DHHC Class A Common Shares that may be redeemed without resulting in failure to satisfy the Minimum Cash Condition), (ii) assuming there are no other issuances of equity interests of DHHC, (iii) without taking into account the Earn Out Shares, and (iv) without taking into account DHHC Warrants, Rollover Options, or Assumed Warrants, the expected beneficial ownership of the Post-Combination Company will be as follows:

As described elsewhere in this proxy statement/prospectus, each UHG Class A Common Share has one vote per share, and each UHG Class B Common Share has two votes per share. Therefore, the ownership percentages described above are not necessarily indicative of the voting rights represented by such ownership. Please see the sections entitled “Description of Capital Stock of the Post-Combination Company” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Recommendation of the DHHC Board of Directors (page 194)

The DHHC Board has unanimously determined that the Business Combination, on the terms and conditions set forth in the Business Combination Agreement, is advisable and in the best interests of DHHC and its stockholders and has directed that the Proposals set forth in this proxy statement/prospectus be submitted to its stockholders for approval at the Special Meeting on the date and at the time and place set forth in this proxy statement/prospectus. The DHHC Board unanimously recommends that DHHC’s stockholders vote “FOR” the Business Combination Proposal, “FOR” the Charter Approval Proposal, “FOR” the Governance Proposals, “FOR” the Director Election Proposal, “FOR” the Nasdaq Proposal, “FOR” the Incentive Plan Proposal and “FOR” the Adjournment Proposal, if presented. See “The Business Combination — Recommendation of the DHHC Board of Directors and Reasons for the Business Combination” beginning on page 194.

The DHHC Board believes that the Transactions are fair to unaffiliated security holders. The DHHC Board did not receive a report, opinion or appraisal from an outside party regarding the fairness of the Transactions.

DHHC’s Special Meeting of Stockholders (page 76)

The Special Meeting will be held on           , 20  , at       a.m., prevailing Eastern Time, in virtual format via live webcast at           . At the Special Meeting, DHHC stockholders will be asked to vote on the Business Combination Proposal, the Charter Approval Proposal, the Governance Proposals, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and if necessary, the Adjournment Proposal to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise

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in connection with, the approval of the Business Combination Proposal, the Charter Approval Proposal, the Director Election Proposal, the Nasdaq Proposal and the Incentive Plan Proposal.

Stockholders will be entitled to vote or direct votes to be cast at the Special Meeting if they owned DHHC Common Shares at the close of business on           , 20 , which is the record date for the Special Meeting. Stockholders are entitled to one vote for each DHHC Common Share owned at the close of business on the DHHC Record Date. If stockholders’ shares are held in “street name” or are in a margin or similar account, stockholders should contact their broker, bank or other nominee to ensure that votes related to the shares they beneficially own are properly counted. On the DHHC Record Date, there were 43,125,000 DHHC Common Shares outstanding, of which 34,500,000 were Public Shares and 8,625,000 were Founder Shares.

A quorum of DHHC stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the voting power of all outstanding shares of capital stock of DHHC entitled to vote at the Special Meeting as of the DHHC Record Date is represented in person (which would include presence at a virtual meeting) or by proxy. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The Initial Stockholders, who currently own 20% of the issued and outstanding DHHC Common Shares, will count towards this quorum. As of the DHHC Record Date, 17,250,001 DHHC Class A Common Shares and 4,312,501 DHHC Class B Common Shares would be required to achieve a quorum.

DHHC has entered an agreement with the Sponsor and DHHC’s directors and officers, pursuant to which each agreed to vote any DHHC Common Shares owned by them in favor of each of the Proposals presented at the Special Meeting. The Proposals presented at the Special Meeting will require the following votes:

The approval of each of the Business Combination Proposal, the Governance Proposals, the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal, if presented, requires the affirmative vote (in person or by proxy) of the holders of a majority of the DHHC Class A Common Shares and DHHC Class B Common Shares entitled to vote and actually cast thereon at the Special Meeting, voting together as a single class. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to each of the Business Combination Proposal, the Governance Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, or the Adjournment Proposal, if presented, will have no effect on the Business Combination Proposal, the Governance Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, or the Adjournment Proposal.

The Sponsor owns 8,625,000 Founder Shares, which is 20% of the issued and outstanding DHHC Common Shares, with respect to which David T. Hamamoto, DHHC’s Chairman and Co-Chief Executive Officer, has voting and investment discretion. The Sponsor and David T. Hamamoto have agreed to vote all Founder Shares and any public shares purchased during or after the Initial Public Offering in favor of each of the Business Combination Proposal, the Governance Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, and the Adjournment Proposal, if presented. Assuming none of the Sponsor or DHHC’s directors and officers or other affiliates holds any DHHC Class A Common Shares on the DHHC Record Date, we will need 12,937,501, or 37.5% of the 34,500,000 DHHC Class A Common Shares to be voted in favor of the Business Combination Proposal, the Governance Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, and the Adjournment Proposal, if presented (assuming all outstanding shares are voted).

The approval of the Charter Approval Proposal requires the affirmative vote (in person or by proxy) of (i) the holders of a majority of the Founder Shares then outstanding and entitled to vote thereon, voting separately as a single class, (ii) the holders of a majority of the DHHC Class A Common Shares then outstanding and entitled to vote thereon, voting separately as a single class and (iii) the holders of a majority of the DHHC Class A Common Shares and DHHC Class B Common Shares then outstanding and entitled to vote thereon, voting together as a single class. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Charter Approval Proposal, will have the same effect as a vote “AGAINST” such proposal.

The Sponsor owns 8,625,000 Founder Shares, which is 100% of the issued and outstanding DHHC Class B Common Shares, with respect to which David T. Hamamoto, DHHC’s Chairman and Co-Chief Executive Officer, has voting and investment discretion. The Sponsor and David T. Hamamoto have agreed to vote all Founder Shares and any public shares purchased during or after the Initial Public Offering in favor of the Charter Approval Proposal. Assuming none of the Sponsor or DHHC’s directors and officers or other affiliates holds any DHHC Class A Common Shares on the DHHC Record Date, we will need 17,250,001, or 50% of the 34,500,000 DHHC Class A Common Shares to be voted in favor of the Charter Approval Proposal (assuming all outstanding shares are voted).

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Directors are elected by a plurality of all of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. This means that the 10 director nominees who receive the most affirmative votes will be elected. Stockholders may not cumulate their votes with respect to the election of directors. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to election of directors, will have no effect on the election of directors.

Consummation of the Business Combination is conditioned on the approval of the Business Combination Proposal, the Charter Approval Proposal, the Director Election Proposal, the Nasdaq Proposal and the Incentive Plan Proposal at the Special Meeting, subject to the terms of the Business Combination Agreement. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the stockholders for a vote.

DHHC’s Sponsor, Directors and Executive Officers Have Financial Interests in the Business Combination (page 201 and page 104)

DHHC’s Sponsor, certain of DHHC’s executive officers and certain non-employee directors may have interests in the Business Combination that may be different from, or in addition to, the interests of DHHC stockholders generally. These interests include, among other things:

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Our Sponsor and DHHC’s directors and officers may be incentivized by any one or a combination of the above factors to complete the Business Combination with GSH rather than liquidate, even if (i) GSH is a less favorable target company as compared to other potential target companies or (ii) the terms of the Business Combination are less favorable to stockholders than the liquidation of the Trust Account.

The DHHC Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in reaching the determination to approve the terms of the Business Combination and in recommending to DHHC’s stockholders that they vote to approve the Business Combination. For a detailed discussion of the special interests that DHHC’s directors and executive officers may have in the Business Combination, please see the section entitled “The Business Combination — Interests of DHHC’s Directors and Executive Officers in the Business Combination” beginning on page 201; for a detailed discussion of the special interests that DHHC’s Sponsor may have in the Business Combination, please see the section entitled “Information About DHHC — Our Sponsor — Certain Interests of Our Sponsor” beginning on page 104.

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to any DHHC Common Shares owned by them, directly or indirectly, in connection with the Business Combination. Please see the section entitled “DHHC’s Special Meeting of Stockholders — Redemption Rights” beginning on page 82.

Appraisal Rights (page 83)

Holders of DHHC Common Shares are not entitled to appraisal rights in connection with the Business Combination under Delaware law.

Conditions to the Business Combination (page 222)

Conditions to Each Party’s Obligations. The respective obligations of each of DHHC, GSH and Merger Sub to consummate the Business Combination are subject to the satisfaction or, if permitted by applicable law, the waiver of the following conditions:

Conditions to Obligations of DHHC and Merger Sub. The obligation of DHHC and Merger Sub to consummate the Business Combination is also subject to the satisfaction or, if permitted by applicable law, the waiver by DHHC of the following conditions:

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Conditions to Obligations of GSH. The obligation of GSH to consummate the Business Combination is also subject to the satisfaction or, if permitted by applicable law, the waiver by GSH of the following conditions:

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Contemplated Financing Transactions (page 197)

In connection with the execution of the Business Combination Agreement, DHHC entered into a Financing Commitment Letter (the “Financing Commitment Letter”) with our Sponsor, DHP SPAC-II Sponsor LLC, David T. Hamamoto, our Co-Chief Executive Officer and Chairman and an affiliate of our Sponsor, and Antara Capital, an affiliate of our Sponsor, pursuant to which David T. Hamamoto and Antara Capital will commit to, or cause their respective affiliates to, purchase and not redeem at least in the aggregate 2.5 million DHHC Class A Common Shares. DHHC may incur other types of financings, in addition to the financings contemplated under the Financing Commitment Letter, to fulfill the Minimum Cash Condition (as defined herein) at the Closing. Proceeds from these financings will constitute general funds of the Post-Combination Company. Other than the Financing Commitment Letter, as of the date of this proxy statement/prospectus, no party to the Business Combination Agreement has entered into any PIPE transactions or other equity financing arrangement with any investor. Please see “Other Agreements — Financing Commitment Letter” beginning on page 228.

While DHHC expects to fulfill the Minimum Cash Condition at the Closing by a combination of financing options, there can be no assurance that any or all of the financing options will be effectuated. In the event that the Minimum Cash Condition is not satisfied, we will not complete the Business Combination or redeem any shares, all Public Shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. See “Risk Factors — Risks Related to the Business Combination — The Business Combination.”

Termination (page 224)

The Business Combination Agreement may be terminated at any time prior to the Closing, whether before or after adoption of the Business Combination Agreement by GSH’s stockholders or approval of the Required Proposals.

Mutual Termination Rights

The Business Combination Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing:

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GSH Termination Rights

The Business Combination Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing if:

DHHC Termination Rights

The Business Combination Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing if:

Effect of Termination

In the event of termination of the Business Combination Agreement pursuant to the termination provisions described above, the Business Combination Agreement will become void with no liability on the part of any party, except that (a) such termination will affect any liability on the part of any party for any willful breach of any covenant or agreement set forth in the Business Combination Agreement prior to its termination or for fraud and (b) certain provisions, including those relating to waiver of claims by GSH against the Trust Account, will survive the termination of the Business Combination Agreement.

None of the parties to the Business Combination Agreement is required to pay a termination fee or reimburse any other party for its expenses as a result of a termination of the Business Combination Agreement.

Other Agreements (page 227)

Sponsor Agreement

In connection with the execution of the Business Combination Agreement, the Sponsor entered into a sponsor support agreement (the “Sponsor Agreement”) with DHHC and GSH, pursuant to which the Sponsor agreed to, among other things, (i) vote at any meeting of the stockholders of DHHC all of its DHHC Common Shares held of record or thereafter acquired in favor of the transactions contemplated by the Business Combination Agreement and the Ancillary Agreements, and the adoption of the Business Combination Agreement; (ii) be bound by certain other covenants and agreements related to the Business Combination; and (iii) be bound by certain transfer restrictions with respect to DHHC Common Shares during the period between the date of the Sponsor Agreement and the Closing, subject to certain exceptions set forth in the Sponsor Agreement. The Sponsor Agreement also provides that the Sponsor has agreed to waive its redemption rights in connection with the consummation of the Business Combination with respect to any

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DHHC Common Shares held by it. The Sponsor has also agreed to forfeit (i) 1,766,612 Founder Shares and (ii) 50% of the Private Placement Warrants held by it upon the Closing. Additionally, upon the Closing, approximately up to 321,000 Sponsor Earnout Shares and 820,000 Founder Shares may be allocated to the Anchor Investors for the same price originally paid for such shares pursuant to the subscription agreements entered into at the closing of the Initial Public Offering. See “Other Agreements — Sponsor Agreement.”

Amended and Restated Registration Rights Agreement

The Business Combination Agreement contemplates that, at the Closing, United Homes Group, Inc., the Sponsor, certain securityholders of DHHC and certain former stockholders of GSH will enter into an Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”), pursuant to which, among other things, the Sponsor, the other DHHC securityholders party thereto and the GSH stockholders party thereto (i) will agree not to effect any sale or distribution of any of their equity securities of DHHC during the Lock-up Period other than pursuant to certain exceptions described therein and (ii) will be granted certain registration rights with respect to their UHG Class A Common Shares. See “Other Agreements — Amended and Restated Registration Rights Agreement.”

Proposed Charter

Pursuant to the terms of the Business Combination Agreement, in connection with the consummation of the Business Combination and pursuant to the Charter Approval Proposal, DHHC will amend the Current Charter to (a) increase the number of authorized shares of DHHC’s capital stock, par value $0.0001 per share, from 320,000,000 shares, consisting of (i) 300,000,000 DHHC Class A Common Shares and 10,000,000 shares of DHHC Class B Common Shares, and (ii) 10,000,000 shares of preferred stock, to      shares, consisting of (i)       UHG Class A Common Shares, (ii)       UHG Class B Common Shares, and (iii)       shares of preferred stock, (b) eliminate certain provisions in our Current Charter relating to the initial business combination and other matters relating to DHHC’s status as a blank-check company that will no longer be applicable to DHHC following the Closing, and (c) approve and adopt any other changes contained in the Proposed Charter. A copy of the Proposed Charter is attached hereto as Annex B. In addition, DHHC will amend the Current Charter to change its name to “United Homes Group, Inc.” For more information, see the section entitled “Proposal No. 2 — The Charter Approval Proposal.”

Amended and Restated Bylaws

Pursuant to the terms of the Business Combination Agreement, in connection with the consummation of the Business Combination, DHHC will amend and restate its bylaws to be in the form of the Proposed Bylaws. A copy of the Proposed Bylaws is attached hereto as Annex C (the “Proposed Bylaws”).

DHHC Nasdaq Listing

The DHHC Class A Common Shares are listed on Nasdaq under the symbol “DHHC.” Following the Business Combination, the Class A common stock of the Post-Combination Company (including the Class A common stock issuable in the Business Combination) is expected to be listed on Nasdaq under the symbol “UHG.”

Comparison of Stockholders’ Rights (page 234)

Following the Business Combination, the rights of GSH stockholders who become stockholders of the Post-Combination Company in the Business Combination will no longer be governed by GSH’s charter and GSH’s bylaws and instead will be governed by the Proposed Charter and the Proposed Bylaws. See “Comparison of Stockholders’ Rights” beginning on page 234.

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Risks Related to UHG’s Business

Risks Related to the Homebuilding Industry

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Risks Related to UHG’s Financing and Indebtedness

Risks Related to UHG’s Organization and Structure

Risks Related to Business Combination

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Risks Related to Redemption

Material U.S. Federal Income Tax Consequences (page 229)

For a discussion summarizing the material U.S. federal income tax consequences of the exercise of redemption rights, please see “Material U.S. Federal Income Tax Consequences.”

Information about DHHC (page 103)

DHHC is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. The DHHC Class A Common Shares, Units and Public Warrants are currently listed on Nasdaq under the symbols “DHHC”, “DHHCU” and “DHHCW,” respectively. The mailing address of DHHC’s principal executive office is 250 Park Ave. 7th Floor, New York, New York 10177 and the telephone number of DHHC’s principal executive office is (212) 572-6260.

Information about GSH (page 131)

GSH designs, builds and sells homes principally in South Carolina, with a smaller presence in Georgia. The geographical markets in which GSH presently operates its homebuilding business are currently high-growth markets, with substantial in-migrations and employment growth. GSH’s business historically consisted of both homebuilding operations and land development operations. Recently, GSH separated its land development operations from its homebuilding operations. Following the separation of the land development business, GSH employs an asset-light lot operating strategy, with a focus on the design, construction and sale of entry-level, first-time move-up and second-time move-up single-family houses. GSH principally builds detached single-family houses, and, to a lesser extent, builds attached single-family houses, including duplex houses and town houses.

GSH is a privately-held South Carolina corporation. The mailing address of GSH’s principal executive office is 90 N Royal Tower Drive, Irmo, South Carolina 29063, and the telephone number of GSH’s principal executive office is (844)-766-4663.

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