As filed with the Securities and Exchange Commission on January 30, 2023

No. 333-267820​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 4
to

(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

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.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED JANUARY 30, 2023

DIAMONDHEAD HOLDINGS CORP.

250 Park Ave., 7th Floor
New York, New York 10177​

Dear DiamondHead Holdings Corp. stockholder:

On September 10, 2022, DiamondHead Holdings Corp., a Delaware corporation (“DHHC”), and Hestia Merger Sub, Inc., a South Carolina corporation and wholly-owned subsidiary of DHHC (“Merger Sub”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”) with Great Southern Homes, Inc., a South Carolina corporation (“GSH”). If, among other conditions, (i) the Business Combination Agreement and the transactions contemplated thereby (the “Transactions”), including the Business Combination (as defined herein), are adopted by DHHC’s stockholders, and (ii) the Business Combination is subsequently consummated, Merger Sub will merge with and into GSH (the “Business Combination”), with GSH surviving the merger as a wholly-owned subsidiary of DHHC. As used in this proxy statement/prospectus, “UHG” refers to DHHC after giving effect to the consummation of the Business Combination.

In connection with and as a condition to the Business Combination, the DHHC stockholders are also being asked to approve a dual-class stock structure for the combined company, comprised of UHG Class A common stock, par value $0.0001 per share (the “UHG Class A Common Shares”), which will carry one vote per share, and UHG Class B common stock, par value $0.0001 per share (the “UHG Class B Common Shares”, and together with the UHG Class A Common Shares, the “UHG Common Shares”), which will carry two votes per share. All stockholders of UHG other than Michael Nieri and the “Nieri Trusts” ​(as defined in this proxy statement/prospectus) (collectively, “Majority Stockholders”) will hold UHG Class A Common Shares.

The Business Combination Agreement also provides that the obligation of GSH to consummate the Business Combination is conditioned on, among other things, DHHC having cash at the Closing (as defined herein) (including cash contained in the Trust Account, plus all other cash and cash equivalents of DHHC, including the proceeds of any securities or indebtedness funded in connection with the Closing, less the aggregate amount of cash that will be required to satisfy the redemption of any Public Shares) (such cash, the “Closing DHHC Cash”) of no less than $125 million and any such Closing DHHC Cash, if from sources other than the non-redemption of funds held in the Trust Account or the proceeds from the issuance of DHHC Common Shares, shall have been obtained on terms and at rates and/or costs reasonably acceptable to GSH (the “Minimum Cash Condition”). If the Minimum Cash Condition is not met, and such condition is not waived by GSH under the terms of the Business Combination Agreement, the proposed Business Combination will not be consummated.

In connection with the Business Combination, (i) holders of GSH Common Shares (as defined herein) will receive aggregate upfront consideration based on an equity value for GSH of $500 million, subject to customary cash and debt adjustments as described in the Business Combination Agreement (the “Closing Consideration”), and, assuming a downward adjustment for GSH’s estimated closing cash and closing indebtedness of $93 million at the Closing, the aggregate upfront consideration payable will be approximately $407 million payable in (1) 378,817 UHG Class A Common Shares, at a price of $10.00 per share, (2) 37,502,833 UHG Class B Common Shares, at a price of $10.00 per share, (3) 924,268 UHG Class A Common Shares underlying the Rollover Options (as defined herein) and (4) 1,894,082 UHG Class A Common Shares underlying the Assumed Warrants (as defined herein) and (ii) holders of GSH Common Shares, GSH Options (as defined herein) and GSH Warrants (as defined herein) will receive up to an additional $200 million in earnout consideration in the form of the contingent right to receive up to 20,000,000 UHG Common Shares (the “Earn Out Shares”) upon the achievement of certain earn-out targets.

Prior to the effective time of the Business Combination (the “Effective Time”), in order to facilitate the consummation of the Transactions, GSH will effect a pre-closing recapitalization (the “Pre-Closing Recapitalization”), including (i) authorizing two new classes of the common stock of GSH, such that the capitalization of GSH will consist of GSH Class A common stock, no par value, which will carry one vote per share (“GSH Class A Common Shares”) and GSH Class B common stock, no par value, which will carry two votes per share (“GSH Class B Common Shares”, and together with GSH Class A Common Shares, “GSH Common Shares”), (ii) exchanging each GSH Common Share, held by the Majority Stockholders immediately prior to the Pre-Closing Recapitalization for a GSH Class B Common Share on a 1:1 basis, (iii) exchanging each GSH Common Share held by each remaining stockholder of GSH for a GSH Class A Common Share on a 1:1 basis, (iv) amending, restating, supplementing or otherwise modifying GSH’s governing documents to reflect the Pre-Closing Recapitalization, and (v) entering into, terminating, amending, restating, supplementing or otherwise modifying any contracts relating to equity securities of GSH to reflect the Pre-Closing Recapitalization.

At the Effective Time:

(i)

Each GSH Class A Common Share and each GSH Class B Common Share issued and outstanding as of immediately prior to the Effective Time (excluding shares owned by GSH as treasury stock or dissenting shares) will be cancelled and converted into (x) the right to receive the Per Share Upfront Consideration and (y) the contingent right to receive Earn Out Shares as set forth in the consideration schedule delivered by GSH to DHHC at closing in accordance with the terms of the Business Combination Agreement (the “Consideration Schedule”). The “Per Share Upfront Consideration” is the right to receive such number of UHG Class B Common Shares (in respect of GSH Class B Common Shares issued and outstanding immediately prior to the Effective Time, but after the Pre-Closing Recapitalization) or UHG Class A Common Shares (in respect of GSH Class A Common Shares issued and outstanding immediately prior to the Effective Time, but after the Pre-Closing Recapitalization) equal to the Exchange Ratio. The “Exchange Ratio” is equal to the Closing Consideration divided by $10.00 divided by the total number of GSH Common Shares outstanding immediately prior to the Effective Time (and after the Pre-Closing Recapitalization), expressed on an as-exercised and as-converted to GSH Common Shares basis (including any GSH Common Shares underlying GSH Options (on a net exercise basis) or GSH Warrants) (collectively, “GSH Outstanding Shares”).

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(ii)

Each option to purchase GSH Common Shares (each, a “GSH Option”) outstanding and unexercised as of immediately prior to the Effective Time will be cancelled in exchange for an option to purchase a number of UHG Class A Common Shares (“Rollover Options”) equal to (x) the number of GSH Common Shares subject to such GSH Options immediately prior to the Effective Time multiplied by (y) the Exchange Ratio, at an exercise price per share equal to (A) the exercise price per GSH Common Share of such GSH Option immediately prior to the Effective Time divided by (B) the Exchange Ratio, which amounts will be set forth in the Consideration Schedule. Subject to certain exceptions, each Rollover Option will be subject to the same terms and conditions as were applicable to the GSH Option immediately prior to the Effective Time.

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(iii)

Each warrant to purchase GSH Common Shares (each, a “GSH Warrant”) outstanding and unexercised as of immediately prior to the Effective Time will be converted into a warrant to acquire a number of UHG Class A Common Shares (“Assumed Warrants”) equal to (x) the number of GSH Common Shares subject to such GSH Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio, at a strike price per share equal to (A) the strike price per GSH Common Share of such GSH Warrant immediately prior to the Effective Time divided by (B) the Exchange Ratio, which amounts will be set forth in the Consideration Schedule. Subject to certain exceptions, each Assumed Warrant will be subject to the same terms and conditions as were applicable to the GSH Warrant immediately prior to the Effective Time.

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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. 2023 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) the upfront consideration payable to GSH common equityholders is $407 million following a downward adjustment for GSH’s estimated closing cash and closing indebtedness 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 37,881,650 shares, and GSH equityholders as of immediately prior to the Effective Time will hold, in the aggregate, on an undiluted basis, approximately 81.5% of the issued and outstanding UHG Common Shares immediately following the Effective Time and be entitled to cast approximately 89.8% 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 19.3% of the UHG Common Shares and be entitled to cast approximately 10.7% 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 80.7% of the UHG Common Shares and be entitled to cast approximately 89.3% 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 18.5% of the issued and outstanding UHG Common Shares immediately following the Effective Time and be entitled to cast approximately 10.2% of the votes entitled to be cast by all holders of the UHG Common Shares.

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.

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. As of the date of this proxy statement/prospectus, Mr. Hamamoto and Antara Capital have consummated the share purchases contemplated by the Financing Commitment Letter. DHHC may incur other types of financings to fulfill the Minimum Cash Condition 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          , 2023, 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 example, as described in this proxy statement/prospectus, the Sponsor and its affiliates, on the one hand, and the Company’s officers and directors, on the other hand, have at risk significant monetary interests that depend on the completion of the Business Combination or another business combination within the Combination Window (as defined herein). For the Sponsor and its affiliates, aggregate value at risk could be as much as approximately $67.3 million (based upon the closing price of $10.15 per DHHC Class A Common Share and $0.22 per Public Warrant (as defined herein) on the Nasdaq on January 26, 2023, the most recent practicable date prior to the date of this proxy statement/prospectus, and after giving effect to the forfeiture of 2,577,691 Founder Shares and 2,492,000 Private Placement Warrants and assuming that no UHG Class A Common Shares or Sponsor Earnout Shares (as defined herein) are allocated to the Anchor Investors and all Earn Out Shares are released upon the achievement of certain performance-based milestones under the Sponsor Agreement (as defined herein)). The interests of the Sponsor or its affiliates and DHHC’s directors and officers include, among other things, that if the Business Combination with GSH or another business combination is not consummated within the Combination Window (as defined herein), DHHC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining stockholders and the DHHC Board, dissolving and liquidating. In such event, among other things, the value of certain interests of our Sponsor, its affiliates and DHHC’s directors and officers would become worthless including, among other things:

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•

the 8,625,000 Founder Shares held by our Sponsor, which were acquired by the Sponsor for an aggregate purchase price of $25,000 prior to the Initial Public Offering, and which had an approximate aggregate market value of $87.5 million based upon the closing price of $10.15 per DHHC Class A Common Share on the Nasdaq on January 26, 2023;

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•

the 5,933,333 Private Placement Warrants purchased by the Sponsor and Anchor Investors (as defined herein) for an aggregate purchase price of $8,900,000 (or $1.50 per warrant) in connection with the Initial Public Offering, which had an approximate market value of $1.3 million, based upon the closing price of $0.22 per Public Warrant on the Nasdaq on January 26, 2023; and

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•

the Founder Shares certain directors and officers of DHHC will be entitled to receive from our Sponsor upon completion of the Business Combination, which had an approximate aggregate market value of $3.2 million based upon the closing price of $10.15 per DHHC Class A Common Share on the Nasdaq on January 26, 2023, would become worthless.

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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 30 for a discussion of the material risks you should consider in evaluating the proposed Business Combination and how it may affect you.

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.
250 Park Ave., 7th Floor
New York, New York 10177

NOTICE OF
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON           , 2023

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       , 2023, 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”):

1.

The Business Combination Proposal.   To consider and vote upon a proposal to (a) approve and adopt the Business Combination Agreement, dated as of September 10, 2022 (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among DHHC, Hestia Merger Sub, Inc., a South Carolina corporation and wholly-owned subsidiary of DHHC (“Merger Sub”), and Great Southern Homes, Inc., a South Carolina corporation (“GSH”), and (b) approve the transactions contemplated thereby, including the merger of Merger Sub with and into GSH, with GSH surviving the merger as a wholly-owned subsidiary of DHHC (the “Merger” or “Business Combination” and such proposal, the “Business Combination Proposal”). A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

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2.

The Charter Approval Proposal.   To consider and vote upon a proposal to adopt the Amended and Restated Certificate of Incorporation of DHHC (the “Proposed Charter”), including the dual class structure providing for UHG Class A Common Shares, which will carry one vote per share, and UHG Class B Common Shares, which will carry two votes per share, in the form attached hereto as Annex B (the “Charter Approval Proposal”). DHHC also intends to change its name to “United Homes Group, Inc.” at the Effective Time.

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3.

The Governance Proposals.   To consider and vote upon, on a non-binding advisory basis, the material differences between the Proposed Charter and the Certificate of Incorporation of DHHC (the “Current Charter”) as separate proposals in accordance with United States Securities and Exchange Commission (the “SEC”) requirements (collectively, the “Governance Proposals”).

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4.

The Director Election Proposal.   To consider and vote upon a proposal to elect 10 directors to serve on the board of directors of DHHC following the consummation of the Business Combination until the 2024 annual meeting of stockholders, in the case of Class I directors, the 2025 annual meeting of stockholders, in the case of Class II directors, and the 2026 annual meeting of stockholders, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified (the “Director Election Proposal”).

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5.

The Nasdaq Proposal.   To consider and vote upon a proposal to approve, for purposes of complying with applicable Nasdaq listing rules: (i) the issuance of UHG Class A common stock, par value $0.0001 per share (the “UHG Class A Common Shares”), which will carry one vote per share, and UHG Class B common stock, par value $0.0001 per share, (the “UHG Class B Common Shares”, and together with UHG Class A Common Shares, the “UHG Common Shares”), which will carry two votes per share, to GSH equityholders pursuant to the Business Combination Agreement; and (ii) the issuance of UHG Class A Common Shares pursuant to the conversion of Founder Shares (as defined in this proxy statement/prospectus) (the “Nasdaq Proposal”).

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6.

The Incentive Plan Proposal.   To consider and vote upon a proposal to approve and adopt the United Homes Group, Inc. 2023 Equity Incentive Plan (the “2023 Plan” and such proposal, the “Incentive Plan Proposal”).

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7.

The Adjournment Proposal.   To consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Approval Proposal, the Director Election Proposal, the Nasdaq Proposal or the Incentive Plan Proposal (the “Adjournment 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 January 26, 2023 (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 $44,966,548 on January 26, 2023, the DHHC Record Date, the estimated per share redemption price would have been approximately $10.13, 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 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).

         , 2023

 

 

 

 

ii

 

 

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.

 

iv

 

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.

 

v

 

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 30 months from the closing of the Initial Public Offering or until July 28, 2023, subject to any extension period thereof.

“Current Bylaws” means the bylaws of DHHC.

“Current Charter” means the Certificate of Incorporation of DHHC, as amended.

“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.

“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.

 

vi

 

“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.

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:

​

•

No Public Shares are redeemed, and the balance of the Trust Account as of the Closing is the same as its balance on January 26, 2023 of $44,966,548.

​

•

There are no other issuances of equity interests of DHHC not described in this proxy statement/​prospectus.

​

•

Holders of GSH Common Shares will receive aggregate upfront consideration based on an equity value for GSH of $500 million, and, assuming an estimated downward adjustment for GSH’s estimated closing cash and closing indebtedness of $93 million with respect to the Closing Consideration as

​

 

vii

 

described below and as further described in the Business Combination Agreement, the aggregate upfront consideration payable will be approximately $407 million.

•

378,817 UHG Class A Common Shares and 37,502,833 UHG Class B Common Shares are issued in the Business Combination.

​

​

•

The current GSH equityholders will own 378,817 UHG Class A Common Shares and 37,502,833 UHG Class B Common Shares assuming no exercise of Rollover Options and Assumed Warrants, in the aggregate representing 81.5% of the issued and outstanding UHG Common Shares immediately following the Effective Time and be entitled to cast approximately 89.8% of the votes entitled to be cast by all holders of the UHG Common Shares.

​

•

There are 924,268 UHG Class A Common Shares underlying the Rollover Options.

​

•

There are 1,894,082 UHG Class A Common Shares underlying the Assumed Warrants.

​

​

•

8,625,000 Founder Shares are automatically convertible to 4,160,931 UHG Class A Common Shares and 1,886,378 earnout shares (“Sponsor Earnout Shares”) immediately following the Effective Time (after giving effect to the forfeiture of 2,577,691 Founder Shares).

​

The assumption that the upfront consideration payable to Holders of GSH Common Shares will be subject to a downward adjustment of $93 million is based on the estimated net amount of cash and outstanding indebtedness GSH expects to have at the closing. If the actual net amount of GSH’s closing cash and closing indebtedness is less than $93 million, the amount of UHG Class A Common Shares and UHG Class B Common Shares to be issued to Holders of GSH Common Shares, and the shares underlying the Rollover Options, and shares underlying the Assumed Warrants will increase. If the actual net amount of GSH’s closing cash and closing indebtedness is greater than $93 million, the amount of UHG Class A Common Shares, and UHG Class B Common Shares to be issued to Holders of GSH Common Shares, and shares underlying the Rollover Options, and shares underlying the Assumed Warrants will decrease. See “The Business Combination — Terms of the Business Combination — Merger Consideration.” for additional information.

Unless otherwise specified herein, 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 maximum redemption scenario. Unless otherwise specified, that scenario assumes for illustrative purposes that all of the assumptions described above apply, except that in respect of the maximum redemption scenario, 1,941,032 Public Shares (including all of the Public Shares held by the Anchor Investors), representing all of the outstanding Public Shares other than the 2,500,000 DHHC Class A Common Shares that members of our Sponsor have committed to purchase and not redeem, are redeemed resulting in an aggregate payment of approximately $19.4 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.”

 

viii

 

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

Q:

WHAT IS THE BUSINESS COMBINATION?

​

A:

DHHC, Merger Sub, a wholly-owned subsidiary of DHHC, and GSH have entered into the Business Combination Agreement, pursuant to which Merger Sub will merge with and into GSH, with GSH surviving the Business Combination as a wholly-owned subsidiary of DHHC. In connection with the Closing, DHHC is expected to be renamed “United Homes Group, Inc.”

​

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.

Q:

WHY AM I RECEIVING THIS DOCUMENT?

​

A:

DHHC is sending this proxy statement/prospectus to its stockholders to help them decide how to vote their DHHC Common Shares with respect to the matters to be considered at the Special Meeting. The Business Combination cannot be completed unless DHHC’s stockholders approve the Business Combination Proposal, the Charter Approval Proposal, the Director Election Proposal, the Nasdaq Proposal and the Incentive Plan Proposal set forth in this proxy statement/prospectus. Information about the Special Meeting, the Business Combination and the other business to be considered by stockholders at the Special Meeting is contained in this proxy statement/prospectus. This document constitutes a proxy statement of DHHC and a prospectus of DHHC. It is a proxy statement because the DHHC Board is soliciting proxies from DHHC stockholders using this proxy statement/prospectus. It is a prospectus because DHHC, in connection with the Business Combination, is offering UHG Class A Common Shares in exchange for the GSH Class A Common Shares outstanding at the Effective Time as described in this proxy statement/prospectus. See “The Business Combination Agreement — Merger Consideration” for additional information.

​

Q:

WHAT WILL GSH STOCKHOLDERS RECEIVE IN THE BUSINESS COMBINATION?

​

A.

In connection with the Business Combination, (i) holders of GSH Common Shares will receive aggregate upfront consideration based on an equity value for GSH of $500 million, subject to customary cash and debt adjustments (the “Closing Consideration”), and, assuming a downward adjustment for GSH’s estimated closing cash and closing indebtedness of $93 million at the Closing, the aggregate upfront consideration payable will be approximately $407 million payable in (1) 378,817 UHG Class A Common Shares, at a price of $10.00 per share, (2) 37,502,833 UHG Class B Common Shares, at a price of $10.00 per share, (3) 924,268 UHG Class A Common Shares underlying the Rollover Options and (4) 1,894,082 UHG Class A Common Shares underlying the Assumed Warrants and (ii) holders of GSH Common Shares, GSH Options and GSH Warrants will receive up to an additional $200 million in earnout consideration in the form of the contingent right to receive up to 20,000,000

​

 

ix

 

Earn Out Shares (see “The Business Combination Agreement — Merger Consideration” for additional information). Pursuant to the Charter Approval Proposal, the Post-Combination Company will adopt a dual-class stock structure, comprising of UHG Class A Common Shares, which will carry one vote per share and UHG Class B Common Shares, which will carry two votes per share.

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 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 the aggregate upfront consideration payable to GSH common equityholders is $407 million following a downward adjustment for GSH’s estimated closing cash and closing indebtedness 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).

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

(i)

Each GSH Class A Common Share and each GSH Class B Common Share issued and outstanding as of immediately prior to the Effective Time (excluding shares owned by GSH as treasury stock or dissenting shares) will be cancelled and converted into (x) the right to receive the Per Share Upfront Consideration and (y) the contingent right to receive Earn Out Shares as set forth in the Consideration Schedule. The “Per Share Upfront Consideration” is the right to receive such number of UHG Class B Common Shares (in respect of GSH Class B Common Shares issued and outstanding immediately prior to the Effective Time, but after the Pre-Closing Recapitalization) or UHG Class A Common Shares (in respect of GSH Class A Common Shares issued and outstanding immediately prior to the Effective Time, but after the Pre-Closing Recapitalization) equal to the Exchange Ratio. The “Exchange Ratio” is equal to the Closing Consideration divided by $10.00 divided by the total number of GSH Common Shares outstanding immediately prior to the Effective Time (and after the Pre-Closing Recapitalization), expressed on an as-exercised and as-converted to GSH Common Shares basis (including any GSH Common Shares underlying GSH Options (on a net exercise basis) or GSH Warrants) (collectively, “GSH Outstanding Shares”).

​

(ii)

Each GSH Option outstanding and unexercised as of immediately prior to the Effective Time will be cancelled in exchange for an option to purchase a number of UHG Class A Common Shares (“Rollover Options”) equal to (x) the number of GSH Common Shares subject to such GSH Options immediately prior to the Effective Time multiplied by (y) the Exchange Ratio, at an exercise price per share equal to (A) the exercise price per GSH Common Share of such GSH Option immediately

​

 

x

 

prior to the Effective Time divided by (B) the Exchange Ratio, which amounts will be set forth in the Consideration Schedule. Subject to certain exceptions, each Rollover Option will be subject to the same terms and conditions as were applicable to the GSH Option immediately prior to the Effective Time. Based upon the number of GSH Options outstanding and unexercised as of September 30, 2022, it is anticipated that 924,268 Rollover Options will be issued at the Effective Time with an exercise price ranging between $1.86 and $2.77. Each outstanding GSH Option vests in four equal installments commencing upon the first anniversary of the date of grant, subject to the optionholder’s continued service to GSH as of each such date.

(iii)

Each GSH Warrant outstanding and unexercised as of immediately prior to the Effective Time will be converted into a warrant to acquire a number of UHG Class A Common Shares (“Assumed Warrants”) equal to (x) the number of GSH Common Shares subject to such GSH Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio, at a strike price per share equal to (A) the strike price per GSH Common Share of such GSH Warrant immediately prior to the Effective Time divided by (B) the Exchange Ratio, which amounts will be set forth in the Consideration Schedule. Subject to certain exceptions, each Assumed Warrant will be subject to the same terms and conditions as were applicable to the GSH Warrant immediately prior to the Effective Time. Based on the number of GSH Warrants outstanding and unexercised as of September 30, 2022, it is anticipated that 1,894,082 Assumed Warrants will be outstanding at the Effective Time with a strike price ranging between $2.68 and $3.99. Each outstanding GSH Warrant may be exercised for a period of 10 years commencing on July 1, 2022.

​

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, which does not include 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 immediately prior to the Effective Time, is 37,881,650 shares (assuming the aggregate upfront consideration payable to GSH common equityholders is $407 million following a downward adjustment for GSH’s estimated closing cash and closing indebtedness 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 2023 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) assuming the upfront consideration payable to GSH common equityholders is $407 million following a downward adjustment for GSH’s estimated closing cash and closing indebtedness 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 37,881,650 shares, and GSH equityholders as of immediately prior to the Effective Time will hold, in the aggregate, on an undiluted basis, approximately 81.5% of the issued and outstanding UHG Common Shares immediately following the Effective Time and be entitled to cast approximately 89.8% 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 19.3% of the UHG Common Shares and be entitled to cast approximately 10.7% 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 80.7% of the UHG Common Shares and be entitled to cast approximately 89.3% 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 18.5% of the issued and outstanding UHG Common Shares immediately following the Effective Time and be entitled to cast approximately 10.2% of the votes entitled to be cast by all holders of the UHG Common Shares.

Q:

WHEN DO YOU EXPECT THE BUSINESS COMBINATION TO BE COMPLETED?

​

A:

It is currently anticipated that the Business Combination will be consummated promptly following the Special Meeting, which is set for           , 2023; however, such meeting could be adjourned, as

​

 

xi

 

described herein. Neither DHHC nor GSH can assure you of when or if the Business Combination will be completed, and it is possible that factors outside of the control of both companies could result in the Business Combination being completed at a different time or not at all. GSH has obtained the written consent of its stockholders for the Business Combination; however, DHHC must obtain the approval of its stockholders for the Required Proposals set forth in this proxy statement/prospectus for their approval, each of DHHC and GSH must also satisfy or waive other closing conditions. See “The Business Combination Agreement — Conditions to the Business Combination” for additional information.

Q:

HOW WILL DHHC BE MANAGED AND GOVERNED FOLLOWING THE BUSINESS COMBINATION?

​

A:

DHHC does not currently have any management-level employees other than David T. Hamamoto, our Co-Chief Executive Officer and Chairman, Michael Bayles, our Co-Chief Executive Officer, and Keith Feldman, our Chief Financial Officer. Following the Closing, the Company’s executive officers are expected to be a combination of the current management teams of DHHC and GSH. See “Management of the Post-Combination Company Following the Business Combination” for additional information.

​

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.

Q:

WILL DHHC OBTAIN NEW FINANCING IN CONNECTION WITH THE BUSINESS COMBINATION?

​

A:

DHHC will obtain new financing in connection with the Business Combination to the extent that the Closing DHHC Cash is from sources other than the non-redemption of funds held in trust in the Trust Account or the proceeds from the issuance of DHHC Common Shares. Such new financing would be obtained on terms and at rates and/or costs reasonably acceptable to GSH. No agreements dealing with the above-mentioned financing options have been entered into at this time.

​

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.

​

Q:

WHAT EQUITY STAKE WILL CURRENT DHHC STOCKHOLDERS, THE INITIAL STOCKHOLDERS, THE ANCHOR INVESTORS AND THE GSH STOCKHOLDERS HOLD IN THE POST-COMBINATION COMPANY FOLLOWING THE CLOSING?

​

​

A.

The below sensitivity table shows the potential impact of redemptions on the pro forma book value per share of the UHG Class A Common Shares and UHG Class B Common Shares owned by non-redeeming shareholders following the Closing in a no redemption scenario and a maximum redemption scenario. The sensitivity table below also sets forth the potential additional dilutive impact of each of the below additional dilution sources in each redemption scenario. 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.

​

 

xii

 

(1)

This scenario assumes that no Public Shares are redeemed by the Public Stockholders.

​

​

(2)

This scenario assumes that 1,941,032 Public Shares are redeemed by the Public Stockholders, leaving the 2,500,000 Public Shares purchased by David T. Hamamoto and Antara Capital, which are not redeemable pursuant to the terms of the Financing Commitment Letter.

​

​

(3)

This row excludes Earn Out Shares.

​

​

(4)

This row includes UHG Class A Common Shares held by the Initial Stockholders converted from Founder Shares that were originally acquired prior to or in connection with the Initial Public Offering. This row does not include (i) (x) 2,577,691 DHHC Class B Common Shares held by the Initial Stockholders that are forfeited upon Closing under the no redemption or (ii) (x) or 1,886,378 Earn Out Shares held by the Initial Stockholders upon Closing under the no redemption or (y) 2,630,186 Earn Out Shares held by the Initial Stockholders upon Closing under the maximum redemption scenario. This row does not include the 2,500,000 Public Shares purchased by David T. Hamamoto and Antara Capital which are not redeemable pursuant to the terms of the Financing Commitment Letter.

​

​

(5)

This row includes the total issued and outstanding UHG Class A Common Shares converted from GSH Class A Common Shares upon the Closing, but does not include shares issuable pursuant to the Rollover Options or Assumed Warrants, which are included as “Additional Dilution Sources”.

​

​

(6)

This row includes the total issued and outstanding UHG Class B Common Shares converted from GSH Class B Common Shares upon the Closing.

​

​

(7)

Pro forma equity value shown at $10.00 per share in each scenario.

​

​

(8)

The equity percentage with respect to each Additional Dilution Source set forth in this sensitivity table, including the Total Additional Dilution Sources, assumes that no additional UHG Common

​

 

xiii

 

Shares are issued between the Closing and the realization of all of the benchmark share prices in the earn out, and includes the full amount of shares issued with respect to the applicable Additional Dilution Source in the numerator and the fully diluted amount of UHG Common Shares outstanding, including the Total UHG Common Shares Outstanding excluding Additional Dilution Sources and the Total Additional Dilution Sources, in the denominator.

​

(9)

This row assumes that all Sponsor Earnout Shares potentially issuable to Sponsor pursuant to the Sponsor Agreement (upon the realization of all of the benchmark share prices in the earn out) are issued. For a description of the Sponsor Earnout Shares, see “Other Agreements — Sponsor Agreement.”

​

​

(10)

This row assumes that all Earn Out Shares potentially issuable pursuant to the Business Combination Agreement are issued. For a description of the Earn Out Shares, see “The Business Combination Agreement — Merger Consideration — Upfront Consideration; Conversion of Securities.”

​

​

(11)

This row assumes the exercise of all Public Warrants to purchase 8,625,000 UHG Class A Common Shares.

​

​

(12)

This row assumes the exercise of all Private Placement Warrants to purchase 2,966,664 UHG Class A Common Shares, which represents the remaining warrants outstanding after forfeiture. This row does not include 2,966,669 Private Placement Warrants that are expected to be forfeited upon the Closing.

​

​

(13)

This row assumes the exercise of all 2,440 Rollover Options. There were 22 Options forfeited during the most recent period.

​

​

(14)

This row assumes exercise of all 1,894,082 Assumed Warrants to purchase UHG Class A Common Shares.

​

​

(15)

This row assumes the issuance of a number of shares equal to 10% of the fully diluted issued and outstanding UHG Common Shares (calculated as specifically provided under the 2023 Plan) immediately following the Closing, which are reserved for issuance under the 2023 Plan. For a description of the assumptions used in calculating the number of shares reserved under the proposed 2023 Plan, see “Proposal No. 6 — The Incentive Plan Proposal.”

​

Q:

FOLLOWING THE BUSINESS COMBINATION, WILL DHHC’S SECURITIES CONTINUE TO TRADE ON A STOCK EXCHANGE?

​

A:

Yes. Upon the Closing, we expect to change our name from “Diamondhead Holdings Corp.” to “United Homes Group, Inc.” and our UHG Class A Common Shares and UHG public warrants are expected to trade under the symbols “UHG” and “UHGW,” respectively, following the Closing.

​

 

xiv

 

QUESTIONS AND ANSWERS ABOUT DHHC’S SPECIAL STOCKHOLDER MEETING

Q:

WHEN AND WHERE IS THE SPECIAL MEETING?

​

A:

The Special Meeting will be held at      a.m. prevailing Eastern Time, on           , 2023, in virtual format. DHHC stockholders may attend, vote and examine the list of DHHC stockholders entitled to vote at the Special Meeting by visiting           and 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.

​

Q:

WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?

​

A:

The stockholders of DHHC are being asked to vote on the following:

​

•

A proposal to adopt the Business Combination Agreement and the transactions contemplated thereby. See the section entitled “Proposal No. 1 — The Business Combination Proposal.”

​

•

A proposal to adopt the Proposed Charter in the form attached hereto as Annex B. See the section entitled “Proposal No. 2 — The Charter Approval Proposal.”

​

•

A proposal with respect to certain governance provisions in the Proposed Charter, which are being separately presented in accordance with SEC requirements and which will be voted upon on a non-binding advisory basis. See the section entitled “Proposal No. 3 — The Governance Proposals.”

​

•

A proposal to elect 10 directors to serve on the Post-Combination Company Board until the 2024 annual meeting of stockholders, in the case of Class I directors, the 2025 annual meeting of stockholders, in the case of Class II directors, and the 2026 annual meeting of stockholders, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified. See the section entitled “Proposal No. 4 — The Director Election Proposal.”

​

•

A proposal to approve, for purposes of complying with applicable Nasdaq listing rules: (i) the issuance of UHG Common Shares to the GSH equityholders pursuant to the Business Combination Agreement; and (ii) the issuance of UHG Class A Common Shares pursuant to the conversion of DHHC Class B Common Shares. See the section entitled “Proposal No. 5 — The Nasdaq Proposal.”

​

•

A proposal to approve and adopt the 2023 Plan. See the section entitled “Proposal No. 6 — The Incentive Plan Proposal.”

​

•

A proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Approval Proposal, the Director Election Proposal, the Nasdaq Proposal or the Incentive Plan Proposal. See the section entitled “Proposal No. 7 — The Adjournment Proposal.”

​

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.

 

xv

 

Q:

WHO IS GSH?

​

A:

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. Following the recent separation of its land development business from its homebuilding operations, GSH employs an asset-light operation model, with a focus on the design, construction and sale of entry-level, first move up and second move up single-family houses. See “Information About GSH.”

​

Q:

WHY IS DHHC PROPOSING THE BUSINESS COMBINATION?

​

A:

DHHC was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. On January 28, 2021, DHHC completed its Initial Public Offering and, thereafter, DHHC’s activity has been limited to the search for a target for its initial business combination.

​

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.”

Q:

DID THE DHHC BOARD OBTAIN A THIRD-PARTY VALUATION OR FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE BUSINESS COMBINATION?

​

A:

The DHHC Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination with GSH. The directors and officers of DHHC have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of DHHC’s financial and legal advisors and consultants, enabled them to make the necessary analyses and determinations regarding the Business Combination with GSH. In addition, DHHC’s directors and officers, together with DHHC’s financial and legal advisors and consultants, have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the DHHC Board in valuing GSH’s business.

​

Q:

WHY IS DHHC PROVIDING STOCKHOLDERS WITH THE OPPORTUNITY TO VOTE ON THE BUSINESS COMBINATION?

​

A:

We are seeking approval of the Business Combination for purposes of complying with applicable Nasdaq listing rules requiring stockholder approval of issuances of more than 20% of a listed company’s issued and outstanding common stock. In addition, pursuant to the Current Charter, we must provide all Public Stockholders with the opportunity to redeem all or a portion of their Public Shares upon the consummation of an initial business combination (as defined in our Current Charter) either in conjunction with a tender offer or in conjunction with a stockholder vote to approve such initial business combination. If we submit the proposed initial business combination to the stockholders for their approval, our Current Charter requires us to conduct a redemption offer in conjunction with the proxy solicitation (and not in conjunction with a tender offer) pursuant to the applicable SEC proxy solicitation rules.

​

Q:

HAVE GSH’S STOCKHOLDERS APPROVED THE BUSINESS COMBINATION?

​

A:

Yes. Immediately following the execution of the Business Combination Agreement, all stockholders of GSH executed a unanimous written consent approving and adopting the Business Combination Agreement, the Ancillary Agreements to which GSH is or will be a party and the transactions contemplated thereby (including the Business Combination and the Pre-Closing Recapitalization) and the amendment and restatement of GSH’s governing documents in connection with the Pre-Closing Recapitalization. The execution and delivery of the unanimous written consent constituted the GSH stockholder approval at the time of such delivery. Additionally, all stockholders of GSH have agreed to

​

 

xvi

 

waive any appraisal rights (including under Section 262 of the DGCL) with respect to the Business Combination and any rights to dissent with respect to the Business Combination.

Q:

DO I HAVE REDEMPTION RIGHTS?

​

A:

If you are a Public Stockholder, you have the right to demand that DHHC redeem such shares for a pro rata portion of the cash held in the Trust Account, which holds the proceeds of the Initial Public Offering, as of two business days prior to the consummation of the Business Combination (including interest earned on the funds held in the Trust Account and not previously released to DHHC to pay taxes) upon the Closing (“Redemption Rights”).

​

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.

Q:

WILL HOW I VOTE AFFECT MY ABILITY TO EXERCISE REDEMPTION RIGHTS?

​

A:

No. You may exercise your redemption rights whether you vote your Public Shares for or against, or whether you abstain from voting on, the Business Combination Proposal or any other Proposal described in this proxy statement/prospectus. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their Public Shares and no longer remain stockholders and the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Stockholders are substantially reduced as a result of redemptions by Public Stockholders.

​

Q:

HOW DO I EXERCISE MY REDEMPTION RIGHTS?

​

A:

If you are a Public Stockholder and wish to exercise your redemption rights, you must demand that DHHC redeem your Public Shares for cash no later than the second business day preceding the vote on the Business Combination Proposal by delivering your Public Shares to AST, DHHC’s transfer agent, physically or electronically using The Depository Trust Company’s Deposit and Withdrawal at Custodian (“DWAC”) system. See “DHHC’s Special Meeting of Stockholders — Redemption Rights” for AST’s address and contact information.

​

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 $44,966,548 or $10.13 per share, as of January 26, 2023, 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

 

xvii

 

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.”

Q:

DO I HAVE APPRAISAL RIGHTS IF I OBJECT TO THE PROPOSED BUSINESS COMBINATION?

​

A:

No. Neither DHHC stockholders nor its Unit or Public Warrant holders have appraisal rights in connection with the Business Combination under the DGCL. See the section entitled “DHHC’s Special Meeting of Stockholders — Appraisal Rights.”

​

Q:

WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST ACCOUNT AFTER CONSUMMATION OF THE BUSINESS COMBINATION?

​

​

A:

A total of $345,000,000 in net proceeds of the Initial Public Offering and the amount raised from the private sale of warrants simultaneously with the consummation of the Initial Public Offering was placed in the Trust Account following the Initial Public Offering. On January 25, 2023, DHHC held a special meeting of DHHC stockholders, (the “Extension Meeting”), at which DHHC stockholders approved the extension of the expiration of the period in which it must complete a business combination from January 28, 2023 to July 28, 2023. In connection with the Extension Meeting, DHHC stockholders holding 30,058,968 Public Shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $304 million (approximately $10.12 per Public Share) was removed from the Trust Account to pay such redeeming holders and approximately $45 million remained in the Trust Account. Following redemptions, DHHC has 4,441,032 Public Shares outstanding. After the consummation of the Business Combination, the funds in the Trust Account will be used to pay holders of the Public Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination and for the Post-Combination Company’s working capital and general corporate purposes. Goldman Sachs & Co. LLC (“Goldman Sachs”), the sole underwriter for the Initial Public Offering, has agreed to waive the entire amount of deferred underwriting fee, and did not receive any payment from DHHC in connection with the fee waiver and will not receive any payment from DHHC in connection with the Business Combination. Goldman Sachs has not performed any additional services for DHHC after the IPO for any contingent fees, and is not expected to perform any additional services following the consummation of the Business Combination.

​

Q:

WHAT HAPPENS IF THE BUSINESS COMBINATION IS NOT CONSUMMATED?

​

​

A:

If the Business Combination is not consummated, GSH will not become a wholly owned subsidiary of DHHC and GSH equityholders will not receive any consideration for their shares of GSH capital stock, options or warrants. See “The Business Combination Agreement — Termination” and “Risk Factors” beginning on page 249 and page 30, respectively.

​

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.

 

xviii

 

Q:

HOW DOES THE SPONSOR INTEND TO VOTE ON THE PROPOSALS?

​

A:

The Initial Stockholders, including the Sponsor, are entitled to vote an aggregate of 20% of the outstanding DHHC Common Shares and have agreed to vote any DHHC Common Shares held by them as of the DHHC Record Date in favor of each of the Proposals presented at the Special Meeting.

​

Q:

WHAT CONSTITUTES A QUORUM AT THE SPECIAL MEETING?

​

​

A:

A majority of the voting power of the issued and outstanding common stock of DHHC entitled to vote at the Special Meeting must be present, in person (which would include presence at a virtual meeting) or represented by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. 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. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting. As of the DHHC Record Date 2,220,516 DHHC Class A Common Shares and 4,312,501 DHHC Class B Common Shares would be required to achieve a quorum.

​

Q:

WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE SPECIAL MEETING?

​

A:

The Business Combination 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 Business Combination 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 Business Combination Proposal, will have no effect on the 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

 

xix

 

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.

As further discussed in the section entitled “Other Agreements — Sponsor Agreement” beginning on page 252 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.

Q:

DO ANY OF DHHC’S DIRECTORS OR OFFICERS HAVE INTERESTS IN THE BUSINESS COMBINATION THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF DHHC STOCKHOLDERS?

​

A:

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.

​

For example, as described below, the Sponsor and its affiliates, on the one hand, and the Company’s officers and directors, on the other hand, have at risk significant monetary interests that depend on the completion of the Business Combination or another business combination within the Combination Window. For the Sponsor and its affiliates, aggregate value at risk could be as much as approximately $67.3 million (based upon the closing price of $10.15 per DHHC Class A Common Share and $0.22 per Public Warrant on the Nasdaq on January 26, 2023, the most recent practicable date prior to the date of this proxy statement/prospectus, and after giving effect to the forfeiture of 2,577,691 Founder Shares and 2,492,000 Private Placement Warrants and assuming that no UHG Class A Common Shares or

 

xx

 

Sponsor Earnout Shares are allocated to the Anchor Investors and all Earn Out Shares are released upon the achievement of certain performance-based milestones under the Sponsor Agreement). For Judith A. Hannaway, Jonathan Langer, Charles Schoenherr and Keith Feldman (who are the Company’s officers and directors who are not affiliates of the Sponsor), aggregate value at risk could be as much as approximately $3.2 million (based upon the closing price of $10.15 per DHHC Class A Common Share and $0.22 per Public Warrant on the Nasdaq on January 26, 2023, the most recent practicable date prior to the date of this proxy statement/prospectus). The interests of the Sponsor and DHHC’s directors and officers include, among others:

​

•

If the Business Combination with GSH or another business combination is not consummated within the Combination Window, DHHC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining stockholders and the DHHC Board, dissolving and liquidating. In such event, the 8,625,000 Founder Shares held by the Sponsor, with respect to which David T. Hamamoto, DHHC’s Chairman and Co-Chief Executive Officer, has voting and investment discretion, which were acquired by the Sponsor for an aggregate purchase price of $25,000 prior to the Initial Public Offering, would be worthless because DHHC’s Initial Stockholders are not entitled to participate in any redemption or distribution with respect to such shares. The 8,625,000 Founder Shares held by the Sponsor had an aggregate market value of $87.5 million based upon the closing price of $10.15 per DHHC Class A Common Share on the Nasdaq on January 26, 2023, the most recent practicable date prior to the date of this proxy statement/prospectus. Given the differential in the purchase price that the Sponsor paid for the Founder Shares as compared to the price of the units sold in the Initial Public Offering and the substantial number of shares of UHG Class A Common Shares that our Sponsor will receive upon conversion of the Founder Shares in connection with the Business Combination, our Sponsor may earn a positive rate of return on their investment even if the common stock of the Post-Combination Company trades below the price initially paid for the units in the Initial Public Offering and the Public Stockholders experience a negative rate of return following the completion of the Business Combination. The Sponsor has agreed to forfeit 2,577,691 Founder Shares upon the Closing, and not to transfer 1,886,378 Founder Shares until such Founder Shares become released upon the achievement of certain performance-based milestones under the Sponsor Agreement. Approximately 161,000 UHG Class A Common Shares and 49,000 Sponsor Earnout Shares may be allocated to the Anchor Investors upon the Closing, pursuant to the Subscription Agreements entered with the Anchor Investors.

​

​

•

The Sponsor and Anchor Investors purchased 4,983,999 and 949,334 Private Placement Warrants, respectively, from DHHC for an aggregate purchase price of $8,900,000 (or $1.50 per warrant). These purchases took place in a private placement simultaneously with the consummation of the Initial Public Offering. A portion of the proceeds DHHC received from these purchases were placed in the Trust Account. The Sponsor’s Private Placement Warrants had an approximate market value of $1.1 million, and the Anchor Investors’ Private Placement Warrants had an approximate market value of $208,900 based upon the closing price of $0.22 per Public Warrant on the Nasdaq on January 26, 2023, the most recent practicable date prior to the date of this proxy statement/prospectus. The Private Placement Warrants would become worthless if DHHC does not consummate a business combination within the Combination Window. The Sponsor and Anchor Investors have agreed to forfeit 50% of the Private Placement Warrants held by them upon the Closing.

​

​

•

The fact that Judith A. Hannaway, Jonathan Langer and Charles Schoenherr, directors of DHHC, and Keith Feldman, the Chief Financial Officer of DHHC, will be entitled to receive, upon completion of the Business Combination, 27,121, 27,121, 27,121 and 235,118 Founder Shares, respectively, from our Sponsor, which would be valued in the aggregate at approximately $3.2 million based on the closing price of $10.15 per DHHC Class A Common Share on the Nasdaq on January 26, 2023, and Keith Feldman will also be entitled to receive, upon completion of the Business Combination, 149,520 Private Placement Warrants from our Sponsor. The Private Placement Warrants had an aggregate approximate market value of $32,900 based upon the closing price of $0.22 per Public Warrant on the Nasdaq on January 26, 2023, the most recent practicable date prior to the date of this proxy statement/prospectus. The Founder Shares and Private Placement Warrants would become worthless if DHHC does not consummate a business combination within the Combination Window.

​

 

xxi

 

•

On October 18, 2022, the Company executed (i) a promissory note in the principal amount of up to $200,000, bearing interest of 10%, payable to David T. Hamamoto, in his personal capacity, and (ii) a promissory note in the principal amount of up to $200,000, bearing interest of 10%, payable to Antara Capital Total Return SPAC Master Fund LP, a Cayman Islands exempted limited partnership. These promissory notes do not have any claim on the proceeds held in the Trust Account unless such proceeds are released upon the Closing.

​

•

No compensation of any kind, including finder’s and consulting fees, is paid to our Sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination, except for reimbursement for out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. From the date of the Initial Public Offering until the date of the Business Combination Agreement, there have been no reimbursable out-of-pocket expenses incurred in connection with the Business Combination.

​

​

•

In connection with the Initial Public Offering, the Anchor Investors entered into the Subscription Agreements with us, pursuant to which the Anchor Investors would be allocated from the Sponsor up to 1,250,625 Founder Shares for a purchase price of $0.003 per share and at an aggregate purchase price of $3,625 upon the Closing. As of the date of this proxy statement/prospectus, each of the Anchor Investors have sold or redeemed all of their Public Shares; as a result, and in accordance with the terms of the Subscription Agreements, the Anchor Investors will be allocated from the Sponsor up to approximately 161,000 Founder Shares for a purchase price of $0.003 per share and at an aggregate approximate purchase price of $483 upon the Closing.

​

•

We pay our Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of our management team. Such arrangement will terminate upon the consummation of the Business Combination.

​

•

Our Sponsor will indemnify us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business, with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. If DHHC consummates the Business Combination, on the other hand, DHHC will be liable for all such claims.

​

•

DHHC’s directors and officers, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on DHHC’s behalf, such as identifying and investigating possible business targets and business combinations. However, if DHHC fails to consummate a business combination within the Combination Window, they will not have any claim against the Trust Account for reimbursement. Accordingly, DHHC may not be able to reimburse these expenses if the Business Combination or another business combination is not consummated within the Combination Window.

​

​

•

Our Sponsor has also agreed, subject to certain exceptions, not to transfer 1,886,378 Founder Shares held by it until such securities are released under the Sponsor Agreement. Pursuant to the Sponsor Agreement, (i) 37.5% of such Founder Shares will vest upon the Post-Combination Company achieving $12.50 as its volume weighted average price per share for any 20 trading days within a 30 consecutive trading day period, (ii) 37.5% of such Founder Shares will be released upon the Post-Combination Company achieving $15.00 as its volume weighted average price per share for any 20 trading days within a 30 consecutive trading day period, and (iii) 25% of such Founder Shares will be released upon the Post-Combination Company achieving $17.50 as its volume weighted average price per share for any 20 trading days within a 30 consecutive trading day period, in each case, during the Sponsor Earn Out Period. Any such Founder Shares not released prior to the fifth anniversary of the Closing will be deemed to be forfeited.

​

•

The Sponsor and DHHC’s directors and officers have agreed to waive their redemption rights with respect to the Founder Shares and any Public Shares held by them in connection with the completion of the Business Combination.

​

 

xxii

 

​

•

The Sponsor and DHHC’s directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares held by them if DHHC fails to complete the Business Combination during the Combination Window. See “Information about DHHC — Redemption of Public Shares and Liquidation if no Business Combination” on page 120 of this proxy statement/prospectus.

​

•

David T. Hamamoto is expected to continue to serve as a Director of the Post-Combination Company and will receive compensation for such service following the Business Combination.

​

•

Keith Feldman is expected to continue to serve as the chief financial officer of the Post-Combination Company, and will receive compensation for such service following the Business Combination.

​

•

Michael Bayles is expected to continue to serve as a Director of the Post-Combination Company, and will receive compensation for such service following the Business Combination.

​

•

The A&R Registration Rights Agreement will be entered into by, among others, the Sponsor and the directors and officers of DHHC.

​

•

The officers and directors of DHHC may not work full-time at DHHC, may work for both the Sponsor and DHHC, and/or may have fiduciary duties and responsibilities at other companies, which may impact such officers’ or directors’ ability to devote adequate time and attention to the activities of DHHC and may influence their decision to proceed with the Business Combination. See “Management of DHHC” for more information.

​

•

Subject to certain limited exceptions, the Private Placement Warrants will not be transferable, assignable or salable until 30 days following the completion of the Business Combination.

​

•

The continued indemnification of current directors and officers and the continuation of directors’ and officers’ liability insurance.

​

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 58 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 226 of this proxy statement/prospectus.

Q:

WHAT DO I NEED TO DO NOW?

​

A:

DHHC urges you to read carefully and consider the information contained in this proxy statement/​prospectus, including the Annexes attached hereto and the other documents referred to herein, and to consider how the Business Combination will affect you as a stockholder and/or warrant holder of DHHC. Stockholders should consult, and rely solely upon, their respective legal, tax and/or financial advisor for assistance on how the Business Combination may affect their individual situation. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/​prospectus and on the enclosed proxy card.

​

Q:

WHAT HAPPENS IF I SELL MY DHHC CLASS A COMMON SHARES BEFORE THE SPECIAL MEETING?

​

​

A:

The DHHC Record Date is earlier than the date that the Business Combination is expected to be completed. If you transfer your DHHC Class A Common Shares after the DHHC Record Date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will

​

 

xxiii

 

retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your DHHC Class A Common Shares because you will no longer be able to tender them prior to the Special Meeting in accordance with the provisions described herein. If you transferred your DHHC Class A Common Shares prior to the DHHC Record Date, you have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.

Q:

HOW DO I VOTE?

​

A:

If you are a holder of record of DHHC Common Shares on the DHHC Record Date, you may vote in person (which would include presence at a virtual meeting) at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote in person (which would include presence at a virtual meeting), obtain a proxy from your broker, bank or nominee.

​

Q:

IF MY SHARES ARE HELD IN “STREET NAME” BY A BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER, BANK OR OTHER NOMINEE VOTE MY SHARES FOR ME?

​

A:

If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to DHHC or by voting in person (which would include presence at a virtual meeting) at the Special Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.

​

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.

Q:

WHAT IF I ATTEND THE SPECIAL MEETING AND ABSTAIN OR DO NOT VOTE?

​

A:

For purposes of the Special Meeting, an abstention occurs when a stockholder attends the meeting in person (which would include presence at a virtual meeting) and does not vote or returns a proxy with an “abstain” vote.

​

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

 

xxiv

 

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.

Q:

WHAT WILL HAPPEN IF I RETURN MY PROXY CARD WITHOUT INDICATING HOW TO VOTE?

​

A:

If you sign and return your proxy card without indicating how to vote on any particular proposal, the common stock represented by your proxy will be voted “FOR” each of the proposals presented at the Special Meeting.

​

Q:

MAY I CHANGE MY VOTE AFTER I HAVE MAILED MY SIGNED PROXY CARD?

​

A:

Yes. You may change your vote at any time before your proxy is exercised by doing any one of the following:

​

•

send another proxy card with a later date to DHHC’s transfer agent so that it is received prior to the Special Meeting;

​

•

send a notice of revocation to DHHC’s transfer agent; or

​

•

attend the Special Meeting and vote electronically by visiting and entering the control number found on your proxy card, instruction form or notice you previously received.

​

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 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.

Q:

WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE SPECIAL MEETING?

​

A:

If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by stockholders and consummated, you will become a stockholder of the Post-Combination Company. Failure to take any action with respect to the Special Meeting will not affect your ability to exercise your redemption rights. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will continue to be a stockholder and/or warrant holder of DHHC while DHHC searches for another target business with which to complete a business combination. If the Business Combination does not happen within the Combination Window, you will be entitled to entitled to exercise your redemption rights.

​

Q:

WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?

​

A:

Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your DHHC Common Shares.

​

Q:

WHO CAN HELP ANSWER MY QUESTIONS?

​

A:

If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

​

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

 

xxv

 

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

 

xxvi

 

SUMMARY

This summary highlights selected information included in this proxy statement/prospectus and does not contain all of the information that may be important to you. You should read this entire document and its annexes and the other documents to which we refer before you decide how to vote. Each item in this summary includes a page reference directing you to a more complete description of that item.

Background of the Business Combination (page 207)

For a discussion about the background of the Business Combination, please see “The Business Combination — 
Background of the Business Combination.”

The Business Combination Agreement and the Business Combination (pages 234 and 205)

The terms and conditions of the Business Combination are contained in the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the Business Combination Agreement carefully, as it is the legal document that governs the Business Combination.

If the Business Combination Agreement is approved and adopted and the Business Combination is subsequently completed, Merger Sub will merge with and into GSH with GSH surviving the Business Combination as a wholly-owned subsidiary of DHHC.

Pre-Closing Recapitalization (page 234)

Prior to the Effective Time, in order to facilitate the consummation of the transactions contemplated by the Business Combination Agreement (the “Transactions”), GSH will effect the Pre-Closing Recapitalization. See “The Business Combination Agreement — Pre-Closing Recapitalization.”

Merger Consideration (page 234)

In connection with the Business Combination, (i) holders of GSH Common Shares will receive aggregate upfront consideration based on an equity value for GSH of $500 million, subject to customary cash and debt adjustments as described in the Business Combination Agreement (the “Closing Consideration”), and, assuming a downward adjustment for GSH’s closing cash and closing indebtedness of $93 million at the Closing, the aggregate upfront consideration payable will be approximately $407 million payable in (1) 378,817 UHG Class A Common Shares, at a price of $10.00 per share, in respect of GSH Class A Common Shares, (2) 37,502,833 UHG Class B Common Shares, at a price of $10.00 per share, in respect of GSH Class B Common Shares, (3) 924,268 UHG Class A Common Shares underlying the Rollover Options and (4) 1,894,082 UHG Class A Common Shares underlying the Assumed Warrants and (ii) holders of GSH Common Shares, GSH Options and GSH Warrants will receive up to an additional $200 million in earnout consideration in the form of the contingent right to receive up to 20,000,000 Earn Out Shares (see “The Business Combination Agreement — Merger Consideration — Earn Out Consideration”). The Earn Out Shares are payable in three tranches of 7,500,000, 7,500,000 and 5,000,000 UHG Class A Common Shares or UHG Class B Common Shares, as applicable, with each tranche tied to a separate earn out milestone. 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 (see “The Business Combination Agreement — Merger Consideration — Consideration Allocation”), 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 the upfront consideration payable to GSH common equityholders is $407 million following a downward adjustment for GSH’s estimated closing cash and closing indebtedness of $93 million at the Closing) of (x) the Per Share Upfront Consideration expected to be allocated to holders of GSH Common Shares at Closing 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).

1

 

​

​

​

Per Share Upfront Consideration

​

​

Earn Out Shares

​

Holders of GSH Class A Common Shares

​

​

​

​

378,817

​

​

​

​

​

186,151

​

​

Holders of GSH Class B Common Shares

​

​

​

​

37,502,833

​

​

​

​

​

18,428,911

​

​

Holders of GSH Options

​

​

​

​

924,268

​

​

​

​

​

454,185

​

​

Holders of GSH Warrants

​

​

​

​

1,894,082

​

​

​

​

​

930,753

​

​

TOTAL

​

​

​

​

40,700,000

​

​

​

​

​

20,000,000

​

​

2

 

3

 

​

4

 

5

 

6

 

​

7

 

​

8

 

​

9

 

Compensation of the Sponsor and DHHC’s Directors and Executive Officers (page 129)

No compensation of any kind, including finder’s and consulting fees, is paid to our Sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination, except for reimbursement for out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Please see the section entitled “Management of DHHC — 
Executive Officer and Director Compensation” beginning on page 129.

GSH’s Directors and Executive Officers Have Financial Interests in the Business Combination (page 231)

Certain of GSH’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 GSH stockholders. The GSH board of directors was aware of and considered these interests, among other matters, in reaching the determination to approve the terms of the Business Combination. For a detailed discussion of the special interests that GSH’s directors and executive officers may have in the Business Combination, please see the section entitled “The Business Combination — Interests of GSH’s Directors, Executive Officers and Key Employees in the Business Combination” beginning on page 231. Michael Nieri, GSH’s Chief Executive Officer, President, and Chairman, owns 100% of the voting shares of GSH. GSH’s stockholders have previously approved the Business Combination Agreement, the Ancillary Agreements to which GSH is or will be a party and the transactions contemplated thereby (including the Business Combination and the Pre-Closing Recapitalization) and the amendment and restatement of GSH’s governing documents in connection with the Pre-Closing Recapitalization.

Redemption Rights (page 92)

Public Stockholders may seek to redeem their shares for cash, regardless of whether they vote for or against, or abstain from voting on, the Business Combination Proposal. The Sponsor and DHHC’s directors and officers will not have redemption rights with respect 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 92.

Appraisal Rights (page 94)

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 247)

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:

10

 

​

11

 

12

 

​

13

 

14

 

15

 

Summary Risk Factors

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the risk factors described under “Risk Factors” beginning on page 30. Unless the context otherwise requires, for purposes of this section, the terms “we,” “us,” “the Company,” “UHG” or “our company” refer to GSH and its subsidiaries prior to the Business Combination, which will be the business of the Post-Combination Company from and after the Business Combination. Some of these risks include, but are not limited to:

Risks Related to UHG’s Business

•

UHG’s long-term growth depends upon its ability to acquire developed lots from affiliated land development companies, including Land to Lots, LLC, GS Jacobs Creek, LLC, and PC Land Development Co., LLC (collectively, the “Land Development Affiliates”) or other sellers, and the ability of such sellers to successfully identify and acquire desirable land parcels for residential build-out. A failure to successfully identify and acquire desirable land parcels for residential build-out could adversely affect UHG’s business or financial results.

​

•

UHG’s geographic concentration could materially and adversely affect its business or financial results if the homebuilding industry in its current markets should decline.

​

•

Constriction of the credit and capital markets could limit UHG’s ability to access financing and increase its costs of capital.

​

•

Because most of UHG’s customers finance the purchase of their homes, the terms and availability of mortgage financing can affect the demand for and the ability to complete the purchase of a home, which could materially and adversely affect UHG.

​

•

Increases in UHG’s home cancellation rate could have a negative impact on its home sales revenue and gross profit.

​

•

UHG cannot make any assurances that its growth strategies will be successful or will not expose it to additional risks or result in other negative consequences to its business or financial results.

​

•

UHG may not be able to complete or successfully integrate any potential future acquisitions or experience challenges in realizing expected benefits of each such acquisition.

​

•

Failure to find suitable subcontractors may have a material adverse effect on UHG’s standards of service.

​

•

UHG is required to obtain performance bonds and other government approvals, the unavailability of which could adversely affect its results of operations and cash flows.

​

•

UHG may not be able to compete effectively against competitors in the homebuilding industry.

​

•

UHG’s mortgage brokering joint venture may not be able to compete effectively in this area.

​

•

Homeowners Mortgage may be adversely affected by changes in governmental regulation.

​

•

UHG’s business and financial results could be adversely affected by significant inflation, higher interest rates or deflation.

​

•

UHG will be subject to financial reporting and other requirements as a public company for which its accounting and other management systems and resources may not be adequately prepared adversely impacting stock price.

​

​

16

 

​

17

 

18

 

19

 

 

 

​

​

​

As of and for the Nine Months Ended September 30, 2022

​

​

As of and for the Year Ended December 31, 2021

​

​

As of and for the Year Ended December 31, 2020

​

Balance Sheet Data

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

​

​

$

19,372,727

​

​

​

​

$

51,504,887

​

​

​

​

$

29,179,787

​

​

Total assets

​

​

​

​

235,652,884

​

​

​

​

​

202,259,985

​

​

​

​

​

131,601,790

​

​

Homebuilding debt and other affiliate debt

​

​

​

​

139,491,922

​

​

​

​

​

102,502,287

​

​

​

​

​

74,815,384

​

​

Total liabilities

​

​

​

​

183,940,920

​

​

​

​

​

135,701,573

​

​

​

​

​

97,433,249

​

​

Total Shareholders’ and Other Affiliates’ net investment

​

​

​

​

51,711,964

​

​

​

​

​

66,558,412

​

​

​

​

​

34,168,541

​

​

Other Financial and Operating Data (unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Active communities at end of period

​

​

​

​

57

​

​

​

​

​

69

​

​

​

​

​

76

​

​

Home closings(a)

​

​

​

​

1,216

​

​

​

​

​

1,705

​

​

​

​

​

1,471

​

​

Average sales price of homes closed

​

​

​

$

297,658

​

​

​

​

$

253,895

​

​

​

​

$

222,471

​

​

Net new orders (units)

​

​

​

​

988

​

​

​

​

​

1,821

​

​

​

​

​

1,737

​

​

Cancellation rate

​

​

​

​

15.4%

​

​

​

​

​

14.3%

​

​

​

​

​

11.5%

​

​

Backlog

​

​

​

​

391

​

​

​

​

​

800

​

​

​

​

​

513

​

​

Gross profit

​

​

​

$

97,221,150

​

​

​

​

$

100,616,722

​

​

​

​

$

67,138,412

​

​

Gross profit %(b)

​

​

​

​

26.9%

​

​

​

​

​

23.2%

​

​

​

​

​

20.5%

​

​

Adjusted gross profit(c)

​

​

​

$

100,387,715

​

​

​

​

$

104,243,854

​

​

​

​

$

71,030,408

​

​

Adjusted gross profit %(b)

​

​

​

​

27.7%

​

​

​

​

​

24.1%

​

​

​

​

​

21.7%

​

​

EBITDA(c)

​

​

​

$

61,972,322

​

​

​

​

$

66,604,538

​

​

​

​

$

43,449,376

​

​

EBITDA margin %(b)

​

​

​

​

17.1%

​

​

​

​

​

15.4%

​

​

​

​

​

13.3%

​

​

Adjusted EBITDA(c)

​

​

​

$

63,344,948

​

​

​

​

$

66,604,538

​

​

​

​

$

41,755,576

​

​

Adjusted EBITDA margin %(b)

​

​

​

​

17.5%

​

​

​

​

​

15.4%

​

​

​

​

​

12.8%

​

​

​

​

22

 

 

24

 

​

​

​

Historical

​

​

Pro Forma Combined

​

​

​

​

DHHC

​

​

GSH

​

​

Assuming No Redemptions

​

​

Assuming Maximum Redemptions

​

As of September 30, 2022

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Book value per share of common stock(1)

​

​

​

$

(0.13)

​

​

​

​

​

517.12

​

​

​

​

$

(2.89)

​

​

​

​

$

(3.52)

​

​

For the nine months ended September 30, 2022

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted average common shares outstanding – basic

​

​

​

​

n/a

​

​

​

​

​

100,000

​

​

​

​

​

46,483,613

​

​

​

​

​

43,798,773

​

​

Weighted average common shares outstanding – diluted

​

​

​

​

n/a

​

​

​

​

​

101,453

​

​

​

​

​

49,301,963

​

​

​

​

​

46,617,123

​

​

Net income (loss) per common share – basic

​

​

​

​

n/a

​

​

​

​

$

585.93

​

​

​

​

$

0.88

​

​

​

​

$

0.93

​

​

Net income (loss) per common share – diluted

​

​

​

​

n/a

​

​

​

​

$

577.54

​

​

​

​

$

0.83

​

​

​

​

$

0.87

​

​

Weighted average shares outstanding of Class A common stock

​

​

​

​

34,500,000

​

​

​

​

​

n/a

​

​

​

​

​

n/a

​

​

​

​

​

n/a

​

​

Basic and diluted net income (loss) per share, Class A common stock

​

​

​

$

0.10

​

​

​

​

​

n/a

​

​

​

​

​

n/a

​

​

​

​

​

n/a

​

​

Basic weighted average shares outstanding of Class B common stock

​

​

​

​

8,625,000

​

​

​

​

​

n/a

​

​

​

​

​

n/a

​

​

​

​

​

n/a

​

​

Basic and diluted net income (loss) per share, Class B common stock

​

​

​

$

0.10

​

​

​

​

​

n/a

​

​

​

​

​

n/a

​

​

​

​

​

n/a

​

​

For the year ended December 31, 2021

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted average common shares outstanding – basic

​

​

​

​

n/a

​

​

​

​

​

100,000

​

​

​

​

​

46,483,613

​

​

​

​

​

43,798,773

​

​

Weighted average common shares outstanding – diluted

​

​

​

​

n/a

​

​

​

​

​

100,000

​

​

​

​

​

49,301,963

​

​

​

​

​

46,617,123

​

​