EX-FILING FEES 16 dhhcu-20220630xexfilingfees.htm EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

S-4

…………..

(Form Type)

DiamondHead Holdings Corp.

……………………………………………………..…

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

Security
Type

Security
Class
Title

Fee
Calculation
or Carry
Forward
Rule

Amount
Registered

Proposed
Maximum
Offering
Price Per
Unit

Maximum
Aggregate
Offering
Price

Fee
Rate

Amount
of
Registration
Fee

Carry
Forward
Form
Type

Carry
Forward
File
Number

Carry
Forward
Initial
effective
date

Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward

Newly Registered Securities

Fees to Be Paid

Equity

Common Stock, par value $0.0001 per share

Other

500,000(1)

$9.875(2)

$4,937,500(2)

$0.00011020

$544.11(3)

-

-

-

-

Fees Previously Paid

Carry Forward Securities

Carry Forward Securities

Total Offering Amounts

$4,937,500

Total Fees Previously Paid

0

Total Fee Offsets

0

Net Fee Due

$544.11


(1)Based on the maximum number of shares of Class A common stock, $0.0001 par value per share (“DHHC Class A Common Stock”), of DiamondHead Holdings Corp. (“DHHC”) issuable as consideration to the holders of GSH Class A common stock in connection with the proposed business combination (the “Business Combination”) involving DHHC and Great Southern Homes, Inc. (“GSH”) described in the proxy statement/prospectus forming part of this registration statement (the “proxy statement/prospectus”). Prior to the closing of the Business Combination, GSH intends to effect a recapitalization, as further described in the proxy statement/prospectus (the “Pre-Closing Recapitalization”), pursuant to which, among other things, GSH will exchange (a) each share of GSH common stock, no par value (“GSH Common Stock”), held by the Majority Stockholders (as defined in the proxy statement/prospectus) immediately prior to the Pre-Closing Recapitalization for a GSH Class B common share on a 1:1 basis and (b) each share of GSH Common Stock held by each remaining stockholder of GSH for a share of GSH Class A common stock on a 1:1 basis. This number of shares being registered pursuant to this registration statement, in connection with the Business Combination, does not include (a) the shares issuable to the Majority Holders, (b) the shares issuable upon the exercise of GSH options or warrants, (c) the shares issuable upon the exercise of DHHC warrants or (d) the shares issuable upon the conversion of the Founder Shares (as defined in the proxy statement/prospectus).
(2)Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(1) of the Securities Act based on the average of the high ($9.88) and low ($9.87) prices of the DHHC Class A Common Stock on the Nasdaq Capital Market on October 6, 2022 ($9.875 per share).
(3)Calculated pursuant to Rule 457 of the Securities Act by calculating the product of (i) the proposed maximum aggregate offering price and (ii) 0.00011020.