S-4/A 1 tm2226426-19_s4a.htm S-4/A tm2226426-19_s4a - block - 81.8441843s
As filed with the Securities and Exchange Commission on February 9, 2023
No. 333-267820
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 5
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DIAMONDHEAD HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
6770
(Primary
Standard Industrial
Classification Code Number)
85-3460766
(I.R.S. Employer
Identification No.)
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
250 Park Ave., 7th Floor
New York, New York 10177
(212) 572-6260
David T. Hamamoto
Co-Chief Executive Officer
DiamondHead Holdings Corp.
250 Park Ave., 7th Floor
New York, New York 10177
(212) 572-6260
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Robert W. Downes
Audra D. Cohen
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
Tel: (212) 558-4000
Andrew M. Tucker
Erin Reeves McGinnis
Nelson Mullins Riley & Scarborough LLP
201 17th Street NW, Suite 1700
Atlanta, Georgia 30363
Tel: (404) 322-6208
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.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 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 FEBRUARY 9, 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”).
(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.
(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.
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 $62 million (based upon the closing price of $10.07 per DHHC Class A Common Share and $0.20 per Public Warrant (as defined herein) on the Nasdaq on February 6, 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:

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 $86.9 million based upon the closing price of $10.07 per DHHC Class A Common Share on the Nasdaq on February 6, 2023;


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 $1.2 million, based upon the closing price of $0.20 per Public Warrant on the Nasdaq on February 6, 2023; and

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 $10.07 per DHHC Class A Common Share on the Nasdaq on February 6, 2023, would become worthless.
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.
Co-Chief Executive Officer and Chairman of the Board of Directors
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the Business Combination, the issuance of UHG Common Shares in connection with the Business Combination or the other transactions described in this proxy statement/prospectus or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.
This proxy statement/prospectus is dated          , 2023, and is first being mailed to stockholders of DHHC on or about          , 2023.

 
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.
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.
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”).
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”).
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”).
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”).
 

 
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”).
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).
By Order of the Board of Directors
David T. Hamamoto
DiamondHead Holdings Corp.
Co-Chief Executive Officer and Chairman of the Board of Directors
         , 2023
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE DHHC REDEEM YOUR SHARES 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. 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 AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANKS OR BROKERS TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “DHHC’S SPECIAL MEETING OF STOCKHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.
 

 
TABLE OF CONTENTS
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ADDITIONAL INFORMATION
This document, which forms part of a Registration Statement on Form S-4 filed with the SEC by DHHC (File No. 333-267820) (the “Registration Statement”), constitutes a prospectus of DHHC under Section 5 of the Securities Act, with respect to the UHG Class A Common Shares to be issued to GSH equityholders if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act with respect to the Special Meeting, at which DHHC stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the adoption of the Business Combination Agreement, among other matters.
You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to DHHC stockholders nor the issuance of UHG Class A Common Shares in connection with the Business Combination will create any implication to the contrary.
All information contained in this proxy statement/prospectus relating to DHHC has been supplied by DHHC, and all such information relating to GSH has been supplied by GSH. Information provided by one does not constitute any representation, estimate or projection of the other.
This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.
DHHC files reports and other information with the SEC as required by the Exchange Act. You may access information on DHHC at the SEC website containing reports and other information at: http://www.sec.gov.
If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination, you should contact via phone or in writing:
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
To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Special Meeting or no later than        , 2023.
 
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MARKET AND INDUSTRY DATA
This proxy statement/prospectus contains information concerning the markets and industry in which GSH conducts its business. The information and any estimates provided herein involve numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. Any forecasts prepared are based on data (including third-party data), models and the experience of various professionals and on various assumptions (including the completeness and accuracy of third-party data), all of which are subject to change without notice. See “Information about GSH — Market Opportunity” in this proxy statement/prospectus for additional information.
In addition, certain other market and industry data has been obtained from publicly available industry publications or from GSH’s internal estimates and research and GSH’s knowledge of the industry and markets in which it operates. These sources generally state that the information they provide has been obtained from sources believed to be reliable but that the accuracy and completeness of the information are not guaranteed. While GSH believes these third-party sources to be reliable as of the date of this proxy statement/prospectus, GSH has not independently verified the data obtained from these third-party sources or the underlying assumptions relied on therein. Forecasts and other forward-looking information obtained from these sources are subject to the uncertainties and risk due to a variety of factors including those described in the sections entitled “Risk Factors” and “Forward-Looking Statements” and elsewhere in this proxy statement/prospectus.
 
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TRADEMARKS
GSH and their respective subsidiaries own or have the rights to use various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This proxy statement/prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display by DHHC, GSH or their subsidiaries of any third parties’ trademarks, service marks, trade names or products in this proxy statement/prospectus is not intended to, and does not, imply a relationship with, or endorsement or sponsorship by, DHHC, GSH or their respective subsidiaries. Solely for convenience, the trademarks, service marks and trade names presented in this proxy statement/prospectus may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that DHHC, GSH or their subsidiaries will not assert, to the fullest extent under applicable law, its rights or the rights of the applicable licensor to these trademarks, service marks and trade names.
 
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.
 
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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 February 6, 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.”
 
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QUESTIONS AND ANSWERS
The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Business Combination, the Special Meeting and the proposals to be presented at the Special Meeting. The following questions and answers do not include all the information that is important to DHHC stockholders. You are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the Business Combination and the voting procedures for the Special Meeting.
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION
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
 
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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).
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
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
 
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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
 
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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.
 
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Assuming No
Redemption(1)
Assuming Maximum
Redemption(2)
Ownership
in Shares
Equity %
Ownership
in Shares
Equity %
UHG Class A Shareholders
Public Stockholders
4,441,032 9.6% 2,500,000 5.7%
Initial Stockholders(4)
4,160,931 9.0% 3,417,123 7.8%
GSH Stockholders Other Than Majority Stockholders(5)
378,817 0.8% 378,817 0.9%
UHG Class B Shareholders
Majority Stockholders(3)(6)
37,502,833 80.6% 37,502,833 85.6%
Total UHG Common Shares Outstanding Excluding “Additional Dilution Sources”
46,483,613 100.0% 43,798,773 100.0%
Total Pro Forma Equity Value Post-Redemptions of Shares ($’000)(7)
$ 464,836 $ 437,988
Assuming No
Redemption(1)
Assuming Maximum
Redemption(4)
Ownership
in Shares
Equity
%(9)
Ownership
in shares
Equity
%(9)
Additional Dilution Sources
Sponsor Earnout Shares(9)
1,886,378 2.1% 2,630,186 2.9%
Earn Out Shares(10)
20,000,000 21.7% 20,000,000 22.3%
Public Warrants(11)
8,625,000 9.4% 8,625,000 9.6%
Private Placement Warrants(12)
2,966,664 3.2% 2,966,664 3.3%
Rollover Options(13)
924,268 1.0% 924,268 1.0%
Assumed Warrants(14)
1,894,082 2.1% 1,894,082 2.1%
2023 Plan(15)
9,193,507 10.0% 8,978,511 10.0%
Total Additional Dilution Sources
45,489,899 49.5% 46,018,711 51.2%
(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
 
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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.
 
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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.
 
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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
 
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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
 
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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 250 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.
 
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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
 
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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 253 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 $62 million (based upon the closing price of $10.07 per DHHC Class A Common Share and $0.20 per Public Warrant on the Nasdaq on February 6, 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
 
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or 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 $10.07 per DHHC Class A Common Share and $0.20 per Public Warrant on the Nasdaq on February 6, 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 $86.9 million based upon the closing price of $10.07 per DHHC Class A Common Share on the Nasdaq on February 6, 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 million, and the Anchor Investors’ Private Placement Warrants had an approximate market value of $189,900 based upon the closing price of $0.20 per Public Warrant on the Nasdaq on February 6, 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 $10.07 per DHHC Class A Common Share on the Nasdaq on February 6, 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 $29,900 based upon the closing price of $0.20 per Public Warrant on the Nasdaq on February 6, 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.
 
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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.
 
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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 121 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 227 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
 
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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
 
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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
 
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You may also obtain additional information about DHHC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your Public Shares, you will need to deliver your stock (either physically or electronically) to DHHC’s transfer agent at the address below prior to the vote at the Special Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:
American Stock Transfer & Trust Company
6201 15th Avenue
Brooklyn, New York 11210
Attn: Relationship Management
Email: HelpAST@equiniti.com
 
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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 208)
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 235 and 206)
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 235)
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 235)
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).
 
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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
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 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 to be issued to GSH stockholders in respect of their GSH Common Shares, without taking into account the number of UHG Class A Common Shares that will underlie the Rollover Options and Assumed Warrants issued to holders of GSH Options and GSH Warrants that are outstanding as of immediately prior to the Effective
 
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Time, is 37,881,650 (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).
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) 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, (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, 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.
Earn Out Consideration.
Subject to certain exceptions, during the period between the date that is 90 days following the Closing and the fifth anniversary of the Closing (the “Earn Out Period”), Post-Combination Company will issue to holders of GSH Common Shares, GSH Options and GSH Warrants as of immediately prior to the Effective Time up to 20,000,000 additional UHG Class A Common Shares and UHG Class B Common Shares in the aggregate (the “Earn Out Shares”) in three tranches of 7,500,000, 7,500,000 and 5,000,000 Earn Out Shares, respectively, upon the occurrence of Triggering Event I, Triggering Event II and Triggering Event III, respectively.
“Triggering Event I” will be considered achieved when the volume weighted average price of DHHC Class A Common Shares on Nasdaq is greater than or equal to $12.50 for any 20 trading days within a 30-trading day period. “Triggering Event II” will be considered achieved when the volume weighted average price of DHHC Class A Common Shares on Nasdaq is greater than or equal to $15.00 for any 20 trading days within a 30-trading day period. “Triggering Event III” will be considered achieved when the volume weighted average price of DHHC Class A Common Shares on Nasdaq is greater than or equal to $17.50 for any 20 trading days within a 30-trading day period.
In the event that, during the Earn Out Period, the Post-Combination Company completes a transaction involving (i) the acquisition of the Post-Combination Company or another person, (ii) the acquisition of all or a material portion of the assets, business or equity securities of the Post-Combination Company or another person or (iii) an equity or similar investment in the Post-Combination Company or another person, in each case, resulting in the Post-Combination Company’s stockholders immediately prior to such transaction holding, in the aggregate, less than 50% of the voting shares of the Post-Combination Company (or successor or parent company thereof), any then-unvested Earn Out Shares will become vested.
Fractional Shares.
No fractional UHG Class A Common Shares or UHG Class B Common Shares will be issued by virtue of the Business Combination or the Transactions. Each person who would otherwise be entitled to a fraction of a UHG Class A Common Share or UHG Class B Common Share (after aggregating all fractional UHG Class A Common Shares or UHG Class B Common Shares that otherwise would be received by such holder), as applicable, will instead have the number of UHG Class A Common Shares or UHG Class B Common Shares issued to such person rounded down in the aggregate to the nearest whole UHG Class A Common Share or UHG Class B Common Share, and will be entitled to receive cash, without interest, rounded to the nearest cent, equal to the product of (a) the amount of the fractional share interest in a UHG Class A
 
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Common Share or UHG Class B Common Share, as applicable, to which such holder otherwise would have been entitled multiplied by (b) $10.00.
Ownership of the Post-Combination Company
As of the date of this proxy statement/prospectus, there are 13,066,032 DHHC Common Shares issued and outstanding, including 4,441,032 DHHC Class A Common Shares and 8,625,000 DHHC Class B Common Shares, which will automatically convert into 4,160,931 UHG Class A Common Shares and 1,886,378 Sponsor Earnout Shares upon the consummation of the Business Combination (after giving effect to the forfeiture of 2,577,691 Founder Shares). Additionally, upon the Closing, approximately up to 85,960 Sponsor Earnout Shares and 242,294 Founder Shares may be allocated to third parties.
As of the date of this proxy statement/prospectus, there are an aggregate of 14,558,333 DHHC Warrants outstanding, consisting of 8,625,000 Public Warrants and 5,933,333 Private Placement Warrants. Each DHHC Warrant entitles the holder thereof to purchase one DHHC Class A Common Share at a price of $11.50 per share. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination and assuming no redemptions), assuming that (i) each DHHC Class B Common Share is converted into UHG Class A Common Share and (ii) each outstanding DHHC Warrant is exercised and Class A Common Share is issued as a result of such exercise, the DHHC fully-diluted share capital would consist of 57,683,333 DHHC Class A Common Shares.
As of immediately following the Closing, (i) assuming no Public Shares are redeemed, (ii) assuming there are no other issuances of equity interests of DHHC prior to the Effective Time, (iii) without taking into account the Earn Out Shares and Sponsor Earnout Shares, and (iv) without taking into account DHHC Warrants, Rollover Options, or Assumed Warrants, the expected beneficial ownership of the Post-Combination Company will be as follows:

Current Public Stockholders will own 4,441,032 UHG Class A Common Shares, representing approximately 9.6% of the total UHG Common Shares outstanding;

The Sponsor will own 4,160,931 UHG Class A Common Shares, representing approximately 9.0% of the total UHG Common Shares outstanding (without taking into account up to an aggregate of approximately 161,000 UHG Class A Common Shares converted from Founder Shares to be transferred from the Sponsor to the Anchor Investors following the Closing);

Current GSH stockholders other than the Majority Stockholders will own 378,817 UHG Class A Common Shares, representing approximately 0.8% of the total UHG Common Shares outstanding; and

The Majority Stockholders will own 37,502,833 UHG Class B Common Shares, representing approximately 80.6% of the total UHG Common Shares outstanding.
As of immediately following the Closing, (i) assuming 1,941,032 Public Shares (approximately 44%) are redeemed, (ii) assuming there are no other issuances of equity interests of DHHC, (iii) without taking into account the Earn Out Shares, and (iv) without taking into account DHHC Warrants, Rollover Options, or Assumed Warrants, the expected beneficial ownership of the Post-Combination Company will be as follows:

Current Public Stockholders will own 2,500,000 UHG Class A Common Shares, representing approximately 5.7% of the total UHG Common Shares outstanding;

The Sponsor will own 3,417,123 UHG Class A Common Shares, representing approximately 7.8% of the total UHG Common Shares outstanding (without taking into account up to an aggregate of approximately 161,000 UHG Class A Common Shares converted from Founder Shares to be transferred from the Sponsor to the Anchor Investors following the Closing);

Current GSH stockholders other than the Majority Stockholders will own 378,817 UHG Class A Common Shares, representing approximately 0.9% of the total UHG Common Shares outstanding; and

The Majority Stockholders will own 37,502,833 UHG Class B Common Shares, representing approximately 85.6% of the total UHG Common Shares outstanding.
 
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With respect to the total potential ownership interest in the Post-Combination Company of the Sponsor and its affiliates, David T. Hamamoto and Antara Capital, assuming that (i) no Public Shares are redeemed, (ii) there are no other issuances of equity interests of DHHC prior to the Effective Time, (iii) all of the Sponsor Earnout Shares have vested, (iv) the 2.5 million Class A Common Shares purchased by Mr. Hamamoto and Antara Capital are not redeemed pursuant to the terms of the Financing Commitment Letter and (v) the Sponsor has not distributed to its members any of its interests in the Post-Combination Company, the total potential ownership interest of the Sponsor and its affiliates will be 10,829,798 UHG Class A Common Shares, representing approximately 11.8% of the total fully diluted UHG Common Shares outstanding (assuming full vesting of all Earn Out Shares, Sponsor Earnout Shares, DHHC Warrants, Rollover Options, Assumed Warrants and the shares covered by the 2023 Plan).
With respect to the total potential ownership interest in the Post-Combination Company of the Sponsor and its affiliates, David T. Hamamoto and Antara Capital, assuming (i) 1,941,032 Public Shares are redeemed, (ii) there are no other issuances of equity interests of DHHC prior to the Effective Time, (iii) all of the Sponsor Earnout Shares have vested, and (iv) Sponsor has not distributed to its member any of its interests in the Post-Combination Company, the total potential ownership interest will be 10,829,798 UHG Class A Common Shares, representing approximately 12.1% of the total fully diluted UHG Common Shares outstanding (assuming full vesting of all Earn Out Shares, Sponsor Earnout Shares, DHHC Warrants, Rollover Options, Assumed Warrants and the shares covered by the 2023 Plan).
As described elsewhere in this proxy statement/prospectus, each UHG Class A Common Share has one vote per share, and each UHG Class B Common Share has two votes per share. Therefore, the ownership percentages described above are not necessarily indicative of the voting rights represented by such ownership. Please see the sections entitled “Description of Capital Stock of the Post-Combination Company” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.
Recommendation of the DHHC Board of Directors (page 218)
The DHHC Board has unanimously determined that the Business Combination, on the terms and conditions set forth in the Business Combination Agreement, is advisable and in the best interests of DHHC and its stockholders and has directed that the Proposals set forth in this proxy statement/prospectus be submitted to its stockholders for approval at the Special Meeting on the date and at the time and place set forth in this proxy statement/prospectus. The DHHC Board unanimously recommends that DHHC’s stockholders vote “FOR” the Business Combination Proposal, “FOR” the Charter Approval Proposal, “FOR” the Governance Proposals, “FOR” the Director Election Proposal, “FOR” the Nasdaq Proposal, “FOR” the Incentive Plan Proposal and “FOR” the Adjournment Proposal, if presented. See “The Business Combination — Recommendation of the DHHC Board of Directors and Reasons for the Business Combination” beginning on page 218.
The DHHC Board believes that the Transactions are fair to unaffiliated security holders. The DHHC Board did not receive a report, opinion or appraisal from an outside party regarding the fairness of the Transactions.
DHHC’s Special Meeting of Stockholders (page 87)
The Special Meeting will be held on           , 2023, at      a.m., prevailing Eastern Time, in virtual format via live webcast at           . At the Special Meeting, DHHC stockholders will be asked to vote on the Business Combination Proposal, the Charter Approval Proposal, the Governance Proposals, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and if necessary, the Adjournment Proposal to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Approval Proposal, the Director Election Proposal, the Nasdaq Proposal and the Incentive Plan Proposal.
Stockholders will be entitled to vote or direct votes to be cast at the Special Meeting if they owned DHHC Common Shares at the close of business on January 26, 2023, which is the record date for the Special Meeting. Stockholders are entitled to one vote for each DHHC Common Share owned at the close of business on the DHHC Record Date. If stockholders’ shares are held in “street name” or are in a margin or similar
 
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account, stockholders should contact their broker, bank or other nominee to ensure that votes related to the shares they beneficially own are properly counted. On the DHHC Record Date, there were 13,066,032 DHHC Common Shares outstanding, of which 4,441,032 were Public Shares and 8,625,000 were Founder Shares.
A quorum of DHHC stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the voting power of all outstanding shares of capital stock of DHHC entitled to vote at the Special Meeting as of the DHHC Record Date is represented in person (which would include presence at a virtual meeting) or by proxy. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The Initial Stockholders, who currently own 20% of the issued and outstanding DHHC Common Shares, will count towards this quorum. As of the DHHC Record Date, 2,220,516 DHHC Class A Common Shares and 4,312,501 DHHC Class B Common Shares would be required to achieve a quorum.
DHHC has entered an agreement with the Sponsor and DHHC’s directors and officers, pursuant to which each agreed to vote any DHHC Common Shares owned by them in favor of each of the Proposals presented at the Special Meeting. The Proposals presented at the Special Meeting will require the following votes:
The approval of each of the Business Combination Proposal, the Governance Proposals, the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal, if presented, requires the affirmative vote (in person or by proxy) of the holders of a majority of the DHHC Class A Common Shares and DHHC Class B Common Shares entitled to vote and actually cast thereon at the Special Meeting, voting together as a single class. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to each of the Business Combination Proposal, the Governance Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, or the Adjournment Proposal, if presented, will have no effect on the Business Combination Proposal, the Governance Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, or the Adjournment Proposal.
The Sponsor owns 8,625,000 Founder Shares, which is 66% of the issued and outstanding DHHC Common Shares, with respect to which David T. Hamamoto, DHHC’s Chairman and Co-Chief Executive Officer, has voting and investment discretion. The Sponsor and David T. Hamamoto have agreed to vote all Founder Shares and any public shares purchased during or after the Initial Public Offering in favor of each of the Business Combination Proposal, the Governance Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, and the Adjournment Proposal, if presented. Assuming none of the Sponsor or DHHC’s directors and officers or other affiliates holds any DHHC Class A Common Shares on the DHHC Record Date, we will not need any DHHC Class A Common Shares to be voted in favor of the Business Combination Proposal, the Governance Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, and the Adjournment Proposal, if presented (assuming all outstanding shares are voted).
The approval of the Charter Approval Proposal requires the affirmative vote (in person or by proxy) of (i) the holders of a majority of the Founder Shares then outstanding and entitled to vote thereon, voting separately as a single class, (ii) the holders of a majority of the DHHC Class A Common Shares then outstanding and entitled to vote thereon, voting separately as a single class and (iii) the holders of a majority of the DHHC Class A Common Shares and DHHC Class B Common Shares then outstanding and entitled to vote thereon, voting together as a single class. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Charter Approval Proposal, will have the same effect as a vote “AGAINST” such proposal.
The Sponsor owns 8,625,000 Founder Shares, which is 100% of the issued and outstanding DHHC Class B Common Shares, with respect to which David T. Hamamoto, DHHC’s Chairman and Co-Chief Executive Officer, has voting and investment discretion. The Sponsor and David T. Hamamoto have agreed to vote all Founder Shares and any public shares purchased during or after the Initial Public Offering in favor of the Charter Approval Proposal. Assuming none of the Sponsor or DHHC’s directors and officers or other affiliates holds any DHHC Class A Common Shares on the DHHC Record Date, we will need 2,220,516, or 50% of the 4,441,032 DHHC Class A Common Shares to be voted in favor of the Charter Approval Proposal (assuming all outstanding shares are voted).
 
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Directors are elected by a plurality of all of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. This means that the 10 director nominees who receive the most affirmative votes will be elected. Stockholders may not cumulate their votes with respect to the election of directors. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to election of directors, will have no effect on the election of directors.
Consummation of the Business Combination is conditioned on the approval of the Business Combination Proposal, the Charter Approval Proposal, the Director Election Proposal, the Nasdaq Proposal and the Incentive Plan Proposal at the Special Meeting, subject to the terms of the Business Combination Agreement. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the stockholders for a vote.
DHHC’s Sponsor, Directors and Executive Officers Have Financial Interests in the Business Combination (page 227 and page 119)
DHHC’s Sponsor, certain of DHHC’s executive officers and certain non-employee directors may have interests in the Business Combination that may be different from, or in addition to, the interests of DHHC stockholders generally. 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 $62 million (based upon the closing price of $10.07 per DHHC Class A Common Share and $0.20 per Public Warrant on the Nasdaq on February 6, 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 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 $10.07 per DHHC Class A Common Share and $0.20 per Public Warrant on the Nasdaq on February 6, 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 other things:

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 approximate market value of $86.9 million based upon the closing price of $10.07 per DHHC Class A Common Share on the Nasdaq on February 6, 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. In
 
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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. 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 million, and the Anchor Investors’ Private Placement Warrants had an approximate market value of $189,900, based upon the closing price of $0.20 per Public Warrant on the Nasdaq on February 6, 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 $10.07 per DHHC Class A Common Share on the Nasdaq on February 6, 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 $29,900 based upon the closing price of $0.20 per Public Warrant on the Nasdaq on February 6, 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.

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 have entered into the Subscription Agreements with us, pursuant to which the Anchor Investors will 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.
 
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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.

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 121 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.
 
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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.
The DHHC Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in reaching the determination to approve the terms of the Business Combination and in recommending to DHHC’s stockholders that they vote to approve the Business Combination. For a detailed discussion of the special interests that DHHC’s directors and executive officers may have in the Business Combination, please see the section entitled “The Business Combination — Interests of DHHC’s Directors and Executive Officers in the Business Combination” beginning on page 227; for a detailed discussion of the special interests that DHHC’s Sponsor may have in the Business Combination, please see the section entitled “Information About DHHC — Our Sponsor — Certain Interests of Our Sponsor” beginning on page 119.
Compensation of the Sponsor and DHHC’s Directors and Executive Officers (page 130)
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 130.
GSH’s Directors and Executive Officers Have Financial Interests in the Business Combination (page 232)
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 232. 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 93)
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 93.
Appraisal Rights (page 95)
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 248)
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:
 
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no governmental order or law issued by any court or other governmental entity restraining, prohibiting or making illegal the consummation of the Transactions will be pending or in effect;

the registration statement of which this proxy statement/prospectus forms a part will have become effective under the Securities Act, no stop order suspending the effectiveness of the registration statement will have been issued by the SEC and remain in effect and no proceedings seeking such a stop order will have been threatened or initiated by the SEC and remain pending;

after giving effect to the Transactions, DHHC will have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective Time;

the requisite approval by DHHC stockholders of the Required Proposals will have been obtained; and

the requisite approval of GSH stockholders of the Business Combination will have been obtained.
Conditions to Obligations of DHHC and Merger Sub.   The obligation of DHHC and Merger Sub to consummate the Business Combination is also subject to the satisfaction or, if permitted by applicable law, the waiver by DHHC of the following conditions:

each of the representations and warranties of GSH related to organization, good standing and qualification, corporate authority, approval and fairness, absence of certain changes since December 31, 2021, certain tax matters and brokers and finders must be true and correct in all material respects as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty must be true and correct in all material respects as of such earlier date);

the representations and warranties of GSH related to GSH’s capital structure must be true and correct, except for de minimis inaccuracies, as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty must be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date);

all other representations and warranties of GSH must be true and correct (without giving effect to any limitation as to “materiality” or “GSH Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty must be true and correct in all respects as of such earlier date), where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, reasonably be expected to have a GSH Material Adverse Effect;

GSH will have performed or complied in all material respects with the covenants and agreements required to be performed or complied with by it under the Business Combination Agreement at or prior to the Closing;

GSH will have obtained Lender Consents or obtained Alternative Financings (each as defined in “The Business Combination Agreement”);

GSH will have obtained written consents that are required under certain contracts;

the Pennington De-Consolidation will have been completed and certain related agreements will have been executed;

the Pre-Closing Recapitalization will have been completed;

since the date of the Business Combination Agreement, no GSH Material Adverse Effect has occurred; and

GSH must have delivered a certificate duly executed by an authorized officer of GSH, dated as of the Closing Date, to the effect that the first five conditions in this list are satisfied, in a form and substance reasonably satisfactory to DHHC, and copies of the A&R Registration Rights Agreement duly executed by GSH’s stockholders.
 
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Conditions to Obligations of GSH.   The obligation of GSH to consummate the Business Combination is also subject to the satisfaction or, if permitted by applicable law, the waiver by GSH of the following conditions:

DHHC must have cash at the Closing (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”);

each of the representations and warranties of DHHC and Merger Sub related to organization, good standing and qualification, corporate authority and approval, certain brokers and finders matters and capitalization of the DHHC Parties must be true and correct in all material respects as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty must be true and correct in all material respects as of such earlier date);

the representations and warranties of DHHC and Merger Sub related to DHHC’s capital structure must be true and correct, except for de minimis inaccuracies, as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty must be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date);

all other representations and warranties of DHHC and Merger Sub must be true and correct (without giving effect to any limitation as to “materiality” or “DHHC Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty must be true and correct in all respects as of such earlier date), where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, reasonably be expected to have a DHHC Material Adverse Effect;

GSH will have obtained the Lender Consents or obtained Alternative Financing (each as defined in “The Business Combination Agreement”);

DHHC and Merger Sub will have performed or complied in all material respects with the covenants and agreements required to be performed or complied with by it under the Business Combination Agreement at or prior to the Closing;

the UHG Class A Common Shares to be issued in connection with the Business Combination must have been approved for listing on the Nasdaq;

the Proposed Charter and the Proposed Bylaws will have been duly adopted by DHHC’s stockholders;

the 2023 Plan shall have been approved by the DHHC Board and the DHHC stockholders;

since the date of the Business Combination Agreement, no DHHC Material Adverse Effect has occurred;

the board of directors of the Post-Combination Company will consist of 10 directors and be comprised of certain individuals determined in accordance with the Business Combination Agreement; and

DHHC must have delivered a certificate duly executed by an authorized officer of DHHC, dated as of the Closing Date, to the effect that the second, third, fourth and fifth conditions in this list are satisfied, in a form and substance reasonably satisfactory to GSH, and copies of the A&R Registration Rights Agreement duly executed by DHHC and the Sponsor.
Contemplated Financing Transactions (page 221)
In connection with the execution of the Business Combination Agreement, DHHC entered into a Financing Commitment Letter (the “Financing Commitment Letter”) with our Sponsor, DHP SPAC-II Sponsor
 
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LLC, David T. Hamamoto, our Co-Chief Executive Officer and Chairman and an affiliate of our Sponsor, and Antara Capital, an affiliate of our Sponsor, pursuant to which David T. Hamamoto and Antara Capital committed to, or cause their respective affiliates to, purchase and not redeem at least in the aggregate 2.5 million 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, in addition to the financings contemplated under the Financing Commitment Letter, to fulfill the Minimum Cash Condition (as defined herein) at the Closing. Proceeds from these financings will constitute general funds of the Post-Combination Company. DHHC has undertaken a PIPE offering process to provide funding to meet the Minimum Cash Condition, which it expects to finalize, if successful, in March 2023, prior to the Closing of the Business Combination. As of the date of this proxy statement/ prospectus, DHHC has not finalized any PIPE transactions or other equity financing arrangement with any investor, and there can be no assurance that DHHC will complete a PIPE financing to provide funding to meet the Minimum Cash Condition. Please see “Other Agreements — Financing Commitment Letter” beginning on page 254.
While DHHC expects to fulfill the Minimum Cash Condition at the Closing by a combination of financing options, there can be no assurance that any or all of the financing options will be effectuated. In the event that the Minimum Cash Condition is not satisfied, or waived by GSH under the terms of the Business Combination Agreement, we will not complete the Business Combination or redeem any shares, all Public Shares submitted for redemption will be returned to the holders thereof, and we may instead search for an alternate business combination or liquidate DHHC. See “Risk Factors — Risks Related to the Business Combination — The Business Combination.”
Termination (page 250)
The Business Combination Agreement may be terminated at any time prior to the Closing, whether before or after adoption of the Business Combination Agreement by GSH’s stockholders or approval of the Required Proposals.
Mutual Termination Rights
The Business Combination Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing:

by written consent of DHHC and GSH;

by either GSH or DHHC, if the Business Combination is not consummated on or prior to the Termination Date; provided that the right to terminate the Business Combination Agreement as described in this bullet point will not be available to GSH if GSH’s breach of any of its covenants or obligations under the Business Combination Agreement has proximately caused the failure of a condition to the consummation of the Business Combination;

by either GSH or DHHC, if any governmental entity has issued an order or taken any other action permanently enjoining, restraining or otherwise prohibiting the consummation of the Transactions and such order or other action has become final and non-appealable; provided, that the right to terminate the Business Combination Agreement as described in this paragraph will not be available to any party that has materially breached its obligations under the Business Combination Agreement in any manner that proximately contributed to such order becoming final and non-appealable; or

by either GSH or DHHC, if a special meeting of DHHC’s stockholders has been held (including any adjournment or postponement thereof) and has concluded, and DHHC’s stockholders have duly voted on the Required Proposals and did not approve all of the Required Proposals.
GSH Termination Rights
The Business Combination Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing if:

any of the representations or warranties of DHHC and Merger Sub are not true and correct or if DHHC or Merger Sub has failed to perform any covenant or agreement set forth in the Business
 
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Combination Agreement such that the conditions described in the second, third, fourth and fifth bullet points under the heading “The Business Combination Agreement — Conditions to the Business Combination — Conditions to the Obligations of GSH” could not be satisfied and the breach or breaches causing such representations or warranties not to be true and correct, or the failures to perform any covenant or agreement, as applicable, cannot be cured or, if curable, are not cured within the earlier of (i) 30 days after written notice thereof is delivered to DHHC by GSH and (ii) the Termination Date; provided, however, that the right to terminate the Business Combination Agreement described in this paragraph will not be available to GSH if it is then in breach of the Business Combination Agreement so as to prevent any of the conditions described in the first four bullet points under the heading “The Business Combination Agreement — Conditions to the Business Combination —  Conditions to the Obligations of DHHC and Merger Sub” from being satisfied.
DHHC Termination Rights
The Business Combination Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing if:

any of the representations or warranties of GSH are not true and correct or if GSH has failed to perform any covenant or agreement set forth in the Business Combination Agreement such that the conditions described in the first four bullet points under the heading “The Business Combination Agreement — Conditions to the Business Combination — Conditions to the Obligations of DHHC and Merger Sub” could not be satisfied and the breach or breaches causing such representations or warranties not to be true and correct, or the failures to perform any covenant or agreement, as applicable, cannot be cured or, if curable, is not cured within the earlier of (i) 30 days after written notice thereof is delivered to GSH by DHHC and (ii) the Termination Date; provided, however, that the right to terminate the Business Combination Agreement described in this paragraph will not be available to DHHC if it is then in breach of the Business Combination Agreement so as to prevent any of the conditions described the second, third, fourth and fifth bullet points under the heading “The Business Combination Agreement — Conditions to the Business Combination — Conditions to the Obligations of GSH” from being satisfied;

GSH does not deliver the GSH Stockholder Written Consent within three business days of the date of the Business Combination Agreement. GSH delivered the executed GSH Stockholder Written Consent to DHHC on September 10, 2022.
Effect of Termination
In the event of termination of the Business Combination Agreement pursuant to the termination provisions described above, the Business Combination Agreement will become void with no liability on the part of any party, except that (a) such termination will affect any liability on the part of any party for any willful breach of any covenant or agreement set forth in the Business Combination Agreement prior to its termination or for fraud and (b) certain provisions, including those relating to waiver of claims by GSH against the Trust Account, will survive the termination of the Business Combination Agreement.
None of the parties to the Business Combination Agreement is required to pay a termination fee or reimburse any other party for its expenses as a result of a termination of the Business Combination Agreement.
Other Agreements (page 253)
Sponsor Agreement
In connection with the execution of the Business Combination Agreement, the Sponsor entered into a sponsor support agreement (the “Sponsor Agreement”) with DHHC and GSH, pursuant to which the Sponsor agreed to, among other things, (i) vote at any meeting of the stockholders of DHHC all of its DHHC Common Shares held of record or thereafter acquired in favor of the transactions contemplated by the Business Combination Agreement and the Ancillary Agreements, and the adoption of the Business Combination Agreement; (ii) be bound by certain other covenants and agreements related to the Business
 
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Combination; and (iii) be bound by certain transfer restrictions with respect to DHHC Common Shares during the period between the date of the Sponsor Agreement and the Closing, subject to certain exceptions set forth in the Sponsor Agreement. The Sponsor Agreement also provides that the Sponsor has agreed to waive its redemption rights in connection with the consummation of the Business Combination with respect to any DHHC Common Shares held by it. The Sponsor has also agreed to forfeit (i) 2,577,691 Founder Shares and (ii) 50% of the Private Placement Warrants held by it upon the Closing. 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. Additionally, upon the Closing, approximately up to 49,000 Sponsor Earnout Shares and 161,000 Founder Shares may be allocated to the Anchor Investors for the same price originally paid for such shares pursuant to the subscription agreements entered into at the closing of the Initial Public Offering. See “Other Agreements — Sponsor Agreement.”
Amended and Restated Registration Rights Agreement
The Business Combination Agreement contemplates that, at the Closing, United Homes Group, Inc., the Sponsor, certain securityholders of DHHC and certain former stockholders of GSH will enter into an Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”), pursuant to which, among other things, the Sponsor, the other DHHC securityholders party thereto and the GSH stockholders party thereto (i) will agree not to effect any sale or distribution of any of their equity securities of DHHC during the Lock-up Period other than pursuant to certain exceptions described therein and (ii) will be granted certain registration rights with respect to their UHG Class A Common Shares. See “Other Agreements — Amended and Restated Registration Rights Agreement.
Proposed Charter
Pursuant to the terms of the Business Combination Agreement, in connection with the consummation of the Business Combination and pursuant to the Charter Approval Proposal, DHHC will amend the Current Charter to (a) increase the number of authorized shares of DHHC’s capital stock, par value $0.0001 per share, from 320,000,000 shares, consisting of (i) 300,000,000 DHHC Class A Common Shares and 10,000,000 shares of DHHC Class B Common Shares, and (ii) 10,000,000 shares of preferred stock, to 450,000,000 shares, consisting of (i) 350,000,000 UHG Class A Common Shares, (ii) 60,000,000 UHG Class B Common Shares, and (iii) 40,000,000 shares of preferred stock, (b) eliminate certain provisions in our Current Charter relating to the initial business combination and other matters relating to DHHC’s status as a blank-check company that will no longer be applicable to DHHC following the Closing, and (c) approve and adopt any other changes contained in the Proposed Charter. A copy of the Proposed Charter is attached hereto as Annex B. In addition, DHHC will amend the Current Charter to change its name to “United Homes Group, Inc.” For more information, see the section entitled “Proposal No. 2 — The Charter Approval Proposal.”
Amended and Restated Bylaws
Pursuant to the terms of the Business Combination Agreement, in connection with the consummation of the Business Combination, DHHC will amend and restate its bylaws to be in the form of the Proposed Bylaws. A copy of the Proposed Bylaws is attached hereto as Annex C (the “Proposed Bylaws”).
DHHC Nasdaq Listing
The DHHC Class A Common Shares are listed on Nasdaq under the symbol “DHHC.” Following the Business Combination, the Class A common stock of the Post-Combination Company (including the Class A common stock issuable in the Business Combination) is expected to be listed on Nasdaq under the symbol “UHG.”
 
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Comparison of Stockholders’ Rights (page 261)
Following the Business Combination, the rights of GSH stockholders who become stockholders of the Post-Combination Company in the Business Combination will no longer be governed by GSH’s charter and GSH’s bylaws and instead will be governed by the Proposed Charter and the Proposed Bylaws. See “Comparison of Stockholders’ Rights” beginning on page 261.
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.
 
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UHG previously identified material weaknesses in its internal control over financial reporting. If its remediation of these material weaknesses is not effective, or if UHG identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal controls, UHG may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect investor confidence in UHG and, as a result, the value of UHG Class A Common Shares.
Risks Related to the Homebuilding Industry

The homebuilding industry is cyclical and affected by changes in general economic, real estate or other conditions that could adversely affect UHG’s business or financial results.

Homebuilding is subject to home warranty and construction defect claims in the ordinary course of business that can be significant, and reliance on subcontractors exposes builders such as UHG to regulatory risks that could adversely affect business or financial results.

Supply shortages and other risks related to acquiring lots, building materials and skilled labor could increase UHG’s costs and delay deliveries causing an adverse effect on UHG’s business or financial results.

Governmental regulations and environmental matters could increase the cost and limit the availability of UHG’s homebuilding projects and adversely affect its business or financial results.

Natural disasters, severe weather and adverse geologic conditions may increase costs, cause project delays and reduce consumer demand for housing, all of which could materially and adversely affect UHG.
Risks Related to UHG’s Financing and Indebtedness

UHG has significant amounts of debt and may incur additional debt. Incurrence of additional debt or a default under any of UHG’s loan agreements could affect UHG’s financial health and its ability to raise additional capital to fund its operations or potential acquisitions.

Servicing UHG’s debt requires a significant amount of cash, and it may not have sufficient cash flow to pay its substantial debt, which could adversely impact its business and financial results.
Risks Related to UHG’s Organization and Structure

As a result of Michael Nieri’s relationship with UHG and the Land Development Affiliates, conflicts of interest may arise with respect to any transactions involving both UHG and one or more of the Land Development Affiliates, and Mr. Nieri’s interests may not be aligned with yours.

The dual class structure of UHG Common Shares has the effect of concentrating voting power with Michael Nieri, which may effectively eliminate your ability to influence the outcome of important transactions, including a change in control.

UHG may be a “controlled company” within the meaning of the applicable rules of Nasdaq and, as a result, may qualify for exemptions from certain corporate governance requirements. If UHG relies on these exemptions, its stockholders will not have the same protections afforded to stockholders of companies that are subject to such requirements.

UHG’s corporate organizational documents and provisions of state law to which it is subject contain certain provisions that could have an anti-takeover effect and may delay, make more difficult, or prevent an attempted acquisition that you may favor or an attempted replacement of the Board of Directors or management.

UHG may change its operational policies, investment guidelines, and business and growth strategies without stockholder consent which may subject it to different and more significant risks in the future that may adversely impact its business and financial results.

UHG is an “emerging growth company” and, as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, its securities may be less attractive to investors.
 
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Any joint venture investments that UHG makes could be adversely affected by its lack of sole decision-making authority, its reliance on co-ventures’ financial conditions, and disputes between it and its co-ventures.
Risks Related to Business Combination

The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

The market price of UHG Class A Common Shares after the Business Combination may be affected by factors different from those currently affecting the price of DHHC Class A Common Shares.

The dual class structure of UHG Common Shares may adversely affect the trading market for UHG Class A Common Shares.

DHHC stockholders may not have the same benefits as stockholders in an underwritten public offering.

DHHC stockholders will have a reduced ownership and voting interests in the Post-Combination Company following the Business Combination.

DHHC directors and officers may have interests in the Business Combination different from the interests of DHHC stockholders.

The Sponsor may have interests in the Business Combination different from the interests of DHHC stockholders.
Risks Related to Redemption

There is no guarantee that a Public Stockholder’s decision whether to redeem their Public Shares for a pro rata portion of the Trust Account will put such shareholder in a better future economic position.

If you or a “group” of shareholders of which you are a part are deemed to hold an aggregate of more than 15% of the Public Shares, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of the Public Shares.
Material U.S. Federal Income Tax Consequences (page 256)
For a discussion summarizing the material U.S. federal income tax consequences of the exercise of redemption rights, please see “Material U.S. Federal Income Tax Consequences.”
Information about DHHC (page 118)
DHHC is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. The DHHC Class A Common Shares, Units and Public Warrants are currently listed on Nasdaq under the symbols “DHHC”, “DHHCU” and “DHHCW,” respectively. The mailing address of DHHC’s principal executive office is 250 Park Ave. 7th Floor, New York, New York 10177 and the telephone number of DHHC’s principal executive office is (212) 572-6260.
Information about GSH (page 148)
GSH designs, builds and sells homes principally in South Carolina, with a smaller presence in Georgia. The geographical markets in which GSH presently operates its homebuilding business are currently high-growth markets, with substantial in-migrations and employment growth. GSH’s business historically consisted of both homebuilding operations and land development operations. Recently, GSH separated its land development operations from its homebuilding operations. Following the separation of the land development business, GSH employs an asset-light lot operating strategy, with a focus on the design, construction and
 
18

 
sale of entry-level, first-time move-up and second-time move-up single-family houses. GSH principally builds detached single-family houses, and, to a lesser extent, builds attached single-family houses, including duplex houses and town houses.
GSH is a privately-held South Carolina corporation. The mailing address of GSH’s principal executive office is 90 N Royal Tower Drive, Irmo, South Carolina 29063, and the telephone number of GSH’s principal executive office is (844)-766-4663.
 
19

 
SUMMARY HISTORICAL FINANCIAL DATA FOR DHHC
The summary selected historical statements of operations data of DHHC for the year ended December 31, 2021 and the balance sheet data as of December 31, 2021 are derived from DHHC’s audited annual financial statements included elsewhere in this proxy statement/prospectus. The summary selected historical condensed statements of operations data of DHHC for the nine months ended September 30, 2022 and the condensed balance sheet data as of September 30, 2022 are derived from DHHC’s unaudited interim financial statements included elsewhere in this proxy statement/prospectus. You should read the following summary financial information in conjunction with the section entitled “DHHC Management’s Discussion and Analysis of Financial Condition and Results of Operations” and DHHC’s financial statements and related notes appearing elsewhere in this proxy statement/prospectus.
We have neither engaged in any operations nor generated any revenue to date. Our only activities from inception through September 30, 2022 were organizational activities and those necessary to complete our Initial Public Offering and identifying a target company for a business combination. We do not expect to generate any operating revenue until after the consummation of the Business Combination.
For the Nine Months
Ended September 30,
2022
For the year ended
December 31,
2021
Statement of Operations Data:
General and administrative expenses
$ 2,546,562 $ 1,030,906
Franchise tax expense
147,945 200,000
Loss from operations
(2,694,507) (1,230,906)
Other income (expense)
Change in fair value of derivative warrant liabilities
5,300,330 4,367,500
Financing costs – derivative warrant liabilities
(449,070)
Gain from settlement of deferred underwriting commissions on public
warrants
271,688
Income from investments in Trust Account
2,076,393 20,717
Net income before income taxes
4,953,904 2,708,241
Income tax expense
457,045
Net income
$ 4,496,859 $ 2,708,241
Weighted average shares outstanding of Class A common stock, basic and diluted
34,500,000 31,947,945
Basic and diluted net income per share, Class A common stock
$ 0.10 $ 0.07
Weighted average shares outstanding of Class B common stock, basic
8,625,000 8,541,781
Weighted average shares outstanding of Class B common stock, diluted
8,625,000 8,625,000
Basic and diluted net income per share, Class B common stock
$ 0.10 $ 0.07
September 30,
2022
December 31,
2021
Balance Sheet Data:
Total current assets
$ 147,983 $ 492,676
Total assets
346,763,550 345,513,393
Total current liabilities
2,614,351 289,036
Total liabilities
6,108,351 21,158,366
Class A common stock subject to possible redemption
346,085,953 345,000,000
Total stockholders’ deficit
(5,430,754) (20,644,973)
 
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SUMMARY HISTORICAL FINANCIAL DATA FOR GSH
Presented below is the selected historical financial information of GSH, prepared on a carve-out basis, as of and for the periods indicated. The selected historical financial information of GSH for each of the years ended December 31, 2021 and 2020 has been derived from GSH’s historical audited carve-out financial statements for such periods, and the selected historical financial information as of and for the nine months ended September 30, 2022 has been derived from GSH’s unaudited financial statements for such period, each as included elsewhere in this proxy statement/prospectus. Interim results for the nine months ended September 30, 2022 are not necessarily indicative of, and are not projections for, the results to be expected for the fiscal year ending December 31, 2022.
The GSH’s historical carve-out financial statements have been prepared on a “carve-out” basis in accordance with U.S. GAAP. The accompanying GSH carve-out financial statements were derived from GSH’s historical financial statements and accounting records for the homebuilding operations of GSH (such carved-out portion being referred to herein as “GSH”) to represent the financial position and performance of GSH as if the homebuilding operations of GSH had existed on a standalone basis for the years ended December 31, 2021, 2020, and 2019 and for the nine months ended September 30, 2022, and 2021. Certain balances and transactions that are accounted for at the historical operations of GSH, which included land development activities, have been allocated to GSH for purposes of carve-out financial reporting and are reflected in the accompanying balance sheets and statements of income. Accordingly, the accompanying GSH carve-out financial statements may not necessarily be indicative of the results of operations that would have been obtained if the homebuilding operations of GSH had operated as an independent entity.
For purposes of preparing the GSH carve-out financial statements on a “carve-out” basis, a portion of the total corporate expenses of GSH were allocated based on a percentage of direct usage, when identifiable or, when not directly identifiable, on the basis of proportional cost of sales or employee headcount, for GSH. The corporate expense allocations include the cost of corporate functions and resources provided by or administered by GSH including, but not limited to, costs associated with executive management, finance, accounting, legal, human resources, related benefit costs associated with these functions, and costs associated with operating GSH’s various office buildings in South Carolina and Georgia. GSH’s management believes that the approach to these carve-out allocations is reasonable.
This information is only a summary and should be read in conjunction with GSH’s financial statements accompanying notes and “GSH’s Management’s Discussion and Analysis of Financial Condition and Results of Operations”, which contain a detailed explanation of the carve-out, included elsewhere in this proxy statement/prospectus.
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
Operating Data
Revenues, net of sales discounts
$ 361,951,774 $ 432,891,510 $ 327,254,305
Cost of sales
264,730,624 332,274,788 260,115,893
Selling, general and administrative expense
38,892,250 38,461,370 29,891,622
Other income (expense), net
312,991 257,659 1,729,584
Equity in net losses from investment in joint venture
(49,000)
Net Income
$ 58,592,891 $ 62,413,011 $ 38,976,374
Basic earnings per share
$ 585.93 $ 624.13 $ 389.76
Diluted earnings per share
577.54 624.13 389.76
Weighted-average number of shares
100,000 100,000 100,000
Diluted weighted-average number of shares
101,453 100,000 100,000
 
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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%
(a)
Revenues from home sales are recorded at the time each home sale is closed and closing conditions are met
(b)
Calculated as a percentage of revenue
(c)
Adjusted gross profit, EBITDA and adjusted EBITDA are non-GAAP financial measures. For definitions of adjusted gross profit, EBITDA and adjusted EBITDA and a reconciliation to the most directly comparable financial measures calculated and presented in accordance with GAAP, see “GSH’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures.”
 
22

 
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following summary unaudited pro forma condensed combined financial information (the “summary pro forma data”) presents the combination of the financial information of DHHC and the carved-out portion of GSH representing the homebuilding operations, adjusted to give effect to the consummation of the Business Combination. Under both the “no redemption scenario” and the “maximum redemption scenario”, GSH is deemed the accounting acquirer while DHHC is deemed the legal acquirer. The Transaction will be treated as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, DHHC is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of GSH issuing stock for the net assets of DHHC, accompanied by a recapitalization. The net assets of DHHC will be stated at historical cost, with no goodwill or other intangible assets recognized. The summary unaudited pro forma condensed combined balance sheet as of September 30, 2022 gives pro forma effect to the Business Combination as if it was completed on September 30, 2022 (except for the redemptions which took place in connection with the Extension Meeting). The summary unaudited pro forma condensed combined statements of operations for the year ended December 31, 2021 and the nine months ended September 30, 2022 give pro forma effect to the Business Combination as if it had occurred on January 1, 2021.
The summary pro forma data have been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information (the “pro forma financial statements”) appearing elsewhere in this proxy statement/prospectus and the accompanying notes to the pro forma financial statements. The unaudited pro forma condensed combined financial statements are based upon, and should be read in conjunction with, the historical financial statements and related notes of DHHC and GSH for the applicable periods included in this proxy statement/prospectus.
The summary pro forma data have been presented for informational purposes only and are not necessarily indicative of what DHHC’s and GSH’s financial position or results of operations actually would have been had the Business Combination been completed as of the dates indicated. In addition, the summary pro forma data do not purport to project the future financial position or operating results of GSH.
The unaudited pro forma condensed combined financial information has been prepared using the assumptions below:

No Redemption:   This scenario assumes that no DHHC Class A Common Shares are redeemed by Public Stockholders, after giving effect to the Extension Meeting; and

Maximum Redemption:   This scenario assumes that 1,941,032 DHHC Class A Common Shares (approximately 44%) are redeemed for an aggregate payment of approximately $19.5 million (based on an estimated per share redemption price of approximately $10.03 per share at September 30, 2022) from the Trust Account. Such redemptions do not include 2,500,000 DHHC Class A Common Shares that members of our Sponsor have committed to purchase and not redeem, which will provide approximately $25 million in non-redeemable funds held in trust in the Trust Account. The Business Combination Agreement includes as a condition to GSH’s obligation to consummate the Business Combination that, at the Closing, DHHC will have a minimum of $125 million in cash. This $125 million includes the sum of all cash contained in the Trust Account and all other cash and cash equivalents of DHHC, less the aggregate amount of cash proceeds that will be required to satisfy the redemption of any Public Shares. If the number of Public Shares redeemed results in less than $125 million remaining in the Trust Account, GSH, in its sole discretion, may elect to waive the Minimum Cash Condition; provided that if such waiver from GSH is not obtained, the Business Combination will not be consummated.
 
23

 
Combined Pro Forma
Assuming
No Redemptions
Assuming
Maximum
Redemptions
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data
Nine Months Ended September 30, 2022
Net sales and gross revenues
$ 361,951,774 $ 361,961,774
Net income (loss)
$ 40,726,863 $ 40,726,863
Net earnings per share (basic)
$ 0.88 $ 0.93
Weighted average shares outstanding (basic)
46,483,613 43,798,773
Net earnings per share (diluted)
$ 0.83 $ 0.87
Weighted average shares outstanding (diluted)
49,301,963 46,617,123
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data
Year Ended December 31, 2021
Net sales and gross revenues
$ 432,891,510 $ 432,891,510
Net income (loss)
$ 42,321,531 $ 42,321,531
Net income per share (basic)
$ 0.91 $ 0.97
Weighted average shares outstanding (basic)
46,483,613 43,798,773
Net income per share (diluted)
$ 0.86 $ 0.91
Weighted average shares outstanding (diluted)
49,301,963 46,617,123
Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data
As of September 30, 2022
Total assets
$ 249,761,154 $ 235,711,392
Total liabilities
$ 383,989,006 $ 389,675,409
Shareholders’ and other affiliates’ net investment
$ $
Net due to and due from shareholders and other affiliates
$ $
Total stockholders’ equity (deficit)
$ (134,227,852) $ (153,964,017)
 
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UNAUDITED HISTORICAL COMPARATIVE AND PRO FORMA
COMPARATIVE PER SHARE DATA OF DHHC AND GSH
The following table sets forth as of and for the nine months ended September 30, 2022 and the year ended December 31, 2021, selected per share information for DHHC Class A Common Shares and GSH Common Shares on a historical basis and for the combined company on a pro forma basis after giving effect to the Business Combination, assuming two redemption scenarios as follows:

No Redemption:   This scenario assumes that no DHHC Class A Common Shares are redeemed by Public Stockholders, after giving effect to the Extension Meeting; and

Maximum Redemption:   This scenario assumes that 1,941,032 DHHC Class A Common Shares (approximately 44%) are redeemed for an aggregate payment of approximately $19.5 million (based on an estimated per share redemption price of approximately $10.03 per share) from the Trust Account. Such redemptions do not include 2.5 million DHHC Class A Common Shares members of our Sponsor have committed to purchase and not redeem, which will provide $25 million in non-redeemable funds held in trust in the Trust Account. The Business Combination Agreement includes as a condition to GSH’s obligation to consummate the Business Combination that, at the Closing, DHHC will have a minimum of $125 million in cash. This $125 million includes the sum of all cash contained in the Trust Account and all other cash and cash equivalents of DHHC, less the aggregate amount of cash proceeds that will be required to satisfy the redemption of any Public Shares. If the number of Public Shares redeemed results in less than $125 million remaining in the Trust Account, GSH, in its sole discretion, may elect to waive the Minimum Cash Condition; provided that if such waiver from GSH is not obtained, the Business Combination will not be consummated.
The information in the table is unaudited. You should read the tables below together with the carve-out financial statements and the accompanying notes of GSH and the financial statements and accompanying notes of DHHC, included in this proxy statement/prospectus beginning on page F-2.
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
 
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Historical
Pro Forma Combined
DHHC
GSH
Assuming No
Redemptions
Assuming
Maximum
Redemptions
Net income (loss) per common share – basic
n/a $ 624.13 $ 0.91 $ 0.97
Net income (loss) per common share – diluted
n/a $ 624.13 $ 0.86 $ 0.91
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
$ 0.07 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
$ 0.07 n/a n/a n/a
(1)
Historical book value per share is computed by dividing the total stockholders’ equity (deficit) balance by the aggregate number of all shares of common stock outstanding at the end of the period.
The pro forma combined company net income (loss) per share for the nine months ended September 30, 2022 and the year ended December 31, 2021 includes the combined net income (loss) per share of DHHC and GSH on a pro forma basis as if the Business Combination was consummated on January 1, 2021 and, with respect to net book value per share of common stock, on September 30, 2022 (after giving effect to the Extension Meeting).
The DHHC pro forma combined per share data is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the Business Combination had been consummated at the beginning of the earliest period presented, nor is it necessarily indicative of future operating results or financial position. The pro forma adjustments are estimates based upon information and assumptions available at the time of the filing of this proxy statement/prospectus.
 
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MARKET PRICE AND DIVIDEND INFORMATION
DHHC Market Information
The DHHC Class A Common Shares, Units and Public Warrants are traded on the Nasdaq under the symbols “DHHC,” “DHHCU” and “DHHCW,” respectively.
The closing price of the DHHC Class A Common Shares, Units and Public Warrants on September 9, 2022, the last trading day before announcement of the execution of the Business Combination Agreement, was $9.87, $9.87 and $0.2419, respectively. As of January 26, 2023, the DHHC Record Date, the most recent closing price for each DHHC Class A Common Share, Unit and Public Warrant was $10.15, $10.69 and $0.22, respectively.
Market price information regarding DHHC Class B Common Shares is not provided here because there is no established public trading market for the DHHC Class B Common Shares.
Holders of the DHHC Class A Common Shares, Units and Public Warrants should obtain current market quotations for their securities. The market price of DHHC’s securities could vary at any time before the Business Combination.
Holders
As of January 26, 2023, there was one holder of record of DHHC’s Units, one holder of record of DHHC Class A Common Shares, one holder of record of DHHC Class B Common Shares and one holder of record of Public Warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose Units, DHHC Class A Common Shares and Public Warrants are held of record by banks, brokers and other financial institutions.
Dividend Policy
DHHC has not paid any cash dividends on its common stock to date and does not intend to pay cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon the Post-Combination Company’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of the Post-Combination Company Board at such time. The Post-Combination Company’s ability to declare dividends may also be limited by restrictive covenants pursuant to any debt financing agreements.
GSH
Historical market price information for GSH’s capital stock is not provided because there is no public market for GSH’s capital stock. See “GSH’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” GSH currently intends to retain all available funds and any future earnings to fund its business, and it does not anticipate paying any cash dividends in the foreseeable future.
 
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FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of DHHC and GSH. These statements are based on the beliefs and assumptions of the management of DHHC and GSH. Although DHHC and GSH believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither DHHC nor GSH can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes”, “estimates”, “expects”, “projects”, “forecasts”, “may”, “might”, “will”, “should”, “seeks”, “plans”, “scheduled”, “possible”, “anticipates”, “intends”, “aims”, “works”, “focuses”, “aspires”, “strives” or “sets out” or similar expressions.
Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, in addition to those discussed under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus, could affect the future results of DHHC and GSH prior to the Business Combination, and the Post-Combination Company following the Business Combination, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this proxy statement/prospectus. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of DHHC’s securities;

the risk that the Business Combination may not be completed during the Combination Window and the potential failure to obtain an extension of the Combination Window if sought by DHHC;

the lack of a third party valuation in determining whether or not to pursue the Business Combination;

the amount of the costs, fees, expenses and other charges related to the Business Combination;

the outcome of any legal proceedings that may be instituted against DHHC, GSH, the Post-Combination Company or others relating to the Business Combination Agreement, the ancillary agreements contemplated thereby and the Transactions;

the inability to complete the Business Combination due to the failure to obtain approval of the stockholders of DHHC or DHHC’s failure to satisfy other conditions to closing;

the risk that DHHC will not be able to raise third-party financing to meet the Minimum Cash Condition if redemptions of Public Shares cause the Trust Account to have insufficient funds (after giving effect to redemptions) to achieve the Minimum Cash Condition;

changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations;

the ability to meet stock exchange listing standards following the consummation of the Business Combination;

the risk that the Business Combination disrupts current plans and operations of GSH or diverts management’s attention from GSH’s ongoing business;

the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the Post-Combination Company to grow and manage growth profitably, and maintain relationships with customers and suppliers;

costs related to the Business Combination;

changes in applicable laws or regulations;
 
28

 

the possibility that GSH or the Post-Combination Company may be adversely affected by other economic, business, regulatory, and/or competitive factors such as rising interest rates or an economic downturn;

GSH’s estimates of expenses and profitability;

the evolution of the markets in which GSH competes;

the ability of GSH to implement its strategic initiatives; and

other factors detailed under the section entitled “Risk Factors.”
These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of DHHC and GSH prior to the Business Combination, and the Post-Combination Company following the Business Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can DHHC or GSH assess the impact of all such risk factors on the business of DHHC and GSH prior to the Business Combination, and the Post-Combination Company following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to DHHC or GSH or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. DHHC and GSH prior to the Business Combination, and the Post-Combination Company following the Business Combination, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
In addition, statements of belief and similar statements reflect the beliefs and opinions of DHHC or GSH, as applicable, on the relevant subject. These statements are based upon information available to DHHC or GSH, as applicable, as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that DHHC or GSH, as applicable, has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.
 
29

 
RISK FACTORS
These risk factors are not exhaustive and investors are encouraged to perform their own investigation with respect to the business, prospects, financial condition and operating results of DHHC and GSH and the business, prospects, financial condition and operating results of the Post-Combination Company following the completion of the Business Combination. You should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Forward-Looking Statements,” before deciding how to vote your DHHC Class A Common Shares. DHHC and GSH may face additional risks and uncertainties that are not presently known to them, or that they currently deem immaterial, which may also impair their or the Post-Combination Company’s respective business, prospects, financial condition or operating results. The following discussion should be read in conjunction with the financial statements of DHHC and GSH and the notes to the financial statements included therein.
Risks Related to UHG’s Business
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.
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 long-term growth depends upon its ability to continually acquire developed lots from the Land Development Affiliates or other sellers on favorable terms. UHG also depends upon the ability of these entities to successfully identify and acquire attractive land parcels for the construction of UHG’s single-family homes at reasonable prices, and to develop such parcels in a manner that meets UHG’s criteria for developed lots. In addition, because UHG employs an asset-light business model, it may have access to fewer and less attractive homebuilding lots than if it owned lots outright, like some of its competitors who do not operate under an asset-light model.
The ability to acquire land parcels for new single-family homes may be adversely affected by changes in the general availability of land parcels, the willingness of land sellers to sell land parcels at reasonable prices, competition for available land parcels, availability of financing to acquire land parcels, zoning, and other market conditions, and there can be no assurance that an adequate supply of land parcels will continue to be available to UHG. If the supply of land parcels appropriate for development of single-family homes is limited because of these factors, or for any other reason, UHG’s ability to grow could be significantly limited, and the number of homes that UHG builds and sells could decline, which could materially and negatively affect its sales, profitability, stock performance, ability to service its debt obligations and future cash flows. To the extent that UHG is unable to purchase developed lots on a timely basis and at reasonable prices, UHG’s home sales revenue and results of operations could be negatively impacted.
UHG’s geographic concentration could materially and adversely affect its business or financial results if the homebuilding industry in its current markets should decline.
UHG currently builds and sells homes in South Carolina, with a smaller presence in Georgia. UHG’s business strategy is focused on the design, construction, and sale of single-family homes and townhomes across these key markets. Because UHG expects that its operations will be concentrated in the Southeastern United States, a prolonged economic downturn in this region, or in a particular industry or sector of employment that is fundamental to this region, could have a material adverse effect on UHG’s business, prospects, liquidity, financial condition, and results of operations, and a disproportionately greater impact on UHG than other homebuilders with more geographically diversified operations.
 
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Constriction of the credit and capital markets could limit UHG’s ability to access financing and increase its costs of capital.
During past economic and housing downturns, the credit markets constricted and reduced some sources of liquidity that were previously available to UHG. Consequently, UHG relied principally on its cash on hand to meet its working capital needs and repay outstanding indebtedness during those times. There likely will be similar periods in the future when financial market upheaval will increase UHG’s cost of capital or limit UHG’s ability to access the debt markets or obtain bank financing. During such times, UHG may not have sufficient cash on hand to meet its working capital needs and repay outstanding indebtedness.
The homebuilding industry is capital-intensive and requires significant up-front expenditures to acquire lots and begin construction on homes. There is no assurance that cash generated from UHG’s operations, borrowings incurred under its current credit agreements or project-level financing arrangements, or proceeds raised in capital markets transactions will be sufficient to finance UHG’s projects or otherwise fund its liquidity needs. If UHG’s future cash flows from operations and other capital resources are insufficient to finance its projects or otherwise fund its liquidity needs, it may be forced to:

reduce or delay business activities, lot acquisitions and capital expenditures;

sell assets;

obtain additional debt or equity capital; or

restructure or refinance all or a portion of its debt on or before maturity.
These alternative measures may not be successful and UHG may not be able to accomplish any of these alternatives on a timely basis or on satisfactory terms, if at all. In addition, the terms of UHG’s existing debt may limit its ability to pursue these alternatives. Further, UHG may seek additional capital in the form of project-level financing from time to time. The availability of borrowed funds, especially for construction financing, may be greatly reduced nationally, and the lending community may require increased amounts of equity to be invested in a project by borrowers in connection with both new loans and the extension of existing loans. Construction activities may be adversely affected by any shortage or increased cost of financing or the unwillingness of third parties to engage in joint ventures. Any difficulty in obtaining sufficient capital for planned construction expenditures could cause project delays and any such delay could result in cost increases and may adversely affect UHG’s sales and future results of operations and cash flows.
The risks associated with UHG’s lots under development could adversely affect its business or financial results.
There are risks inherent in controlling, owning and building upon finished lots and housing inventory risks are substantial for UHG’s homebuilding activities. If housing demand declines, UHG may not be able to build and sell homes profitably in some target communities, and it may not be able to fully recover the costs of some of the lots it owns or which it is contracted to purchase. Also, the market value of UHG’s finished lots and housing inventories may fluctuate significantly due to changes in market conditions. As a result, its deposits for lots controlled under purchase contracts may be put at risk because the measures it employs to manage inventory risk, including its asset-light lot operating strategy, may not be adequate to insulate operations from a severe drop in inventory values, and it may have to sell homes for a lower profit margin or record inventory impairment charges on its lots.
Because real estate investments are relatively illiquid, UHG’s ability to promptly sell one or more properties for reasonable prices in response to changing economic, financial, and investment conditions may be limited, and it may be forced to hold non-income producing properties for extended periods of time. UHG cannot predict whether it will be able to sell any property for the price or on the terms that it sets or whether any price or other terms offered by a prospective purchaser would be acceptable, nor can it predict the length of time needed to find a willing purchaser and to close the sale of a property. A significant deterioration in economic or homebuilding industry conditions may result in substantial inventory impairment charges. If UHG is unable to develop its communities successfully or within expected timeframes, its results of operations could be adversely affected.
 
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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.
A substantial majority of UHG’s customers finance their home purchases through lenders that provide mortgage financing. Rising interest rates, decreased availability of mortgage financing, reduced access to certain mortgage programs, higher down payment requirements or increased monthly mortgage costs, among other factors, may lead to reduced demand for UHG’s homes and mortgage loans. Mortgage interest rates have generally trended downward for the last several decades and reached historic lows in the summer of 2020, which made the homes UHG sells more affordable. However, more recently, mortgage interest rates have abruptly climbed, and UHG cannot predict whether they will continue to climb, remain at the current levels, or fall. If mortgage rates continue at current levels or climb further, the ability of prospective homebuyers to finance home purchases may be adversely affected and, as a result, UHG’s business, operating results and financial condition may be adversely affected.
Decreases in the availability of credit and increases in the cost of credit adversely affect the ability of homebuyers to obtain or service mortgage debt. Entry-level and first-time move-up homebuyers are the primary source of demand for UHG’s new homes. Entry-level homebuyers are generally more affected by the availability of financing than other potential homebuyers. Entry-level homebuyers are an important source of UHG’s demand, representing 54.2% and 51.4% of total sales by unit during the year ended December 31, 2021 and the nine months ended September 30, 2022, respectively. In addition, many of UHG’s potential move-up homebuyers must sell their existing homes in order to buy a home from UHG. Where potential homebuyers must sell their existing homes in order to buy a new home, increases in mortgage costs, lack of availability of mortgages, and/or regulatory changes could prevent the buyers of potential homebuyers’ existing homes from obtaining a mortgage, which would result in the inability of a significant number of UHG’s potential customers to buy a new home. Similar risks apply to those buyers who are awaiting delivery of their homes and are currently in backlog. The success of homebuilders depends on the ability of potential homebuyers to obtain mortgages for the purchase of homes. If UHG’s customers (or potential buyers of its customers’ existing homes) cannot obtain suitable financing, UHG’s sales and results of operations could be adversely affected and the price of its securities may decline.
The federal government has taken on a significant role in supporting mortgage lending through its conservatorship of the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”), both of which purchase home mortgages and mortgage-backed securities originated by mortgage lenders, and its insurance of mortgages originated by lenders through the Federal Housing Administration (“FHA”) and Veterans Administration (“VA”). The FHA insures mortgage loans that generally have lower credit requirements and is an important source for financing the sale of UHG’s homes. The secondary market for mortgage loans continues to primarily prefer securities backed by Fannie Mae, Freddie Mac or Ginnie Mae, and UHG believes the liquidity these agencies provide to the mortgage industry is important to the housing market. The availability and affordability of mortgage loans, including interest rates for such loans, could be adversely affected by a curtailment or cessation of the federal government’s mortgage-related programs or policies. Additionally, the FHA may continue to impose stricter loan qualification standards, raise minimum down payment requirements, impose higher mortgage insurance premiums and other costs, or limit the number of mortgages it insures. Due to federal budget deficits, the U.S. Treasury may not be able to continue supporting the mortgage-related activities of Fannie Mae, Freddie Mac, the FHA and the VA at present levels, or it may revise significantly the federal government’s participation in and support of the residential mortgage market. Because the availability of Fannie Mae, Freddie Mac, FHA and VA-backed mortgage financing is an important factor in marketing and selling many of UHG’s homes, any limitations, restrictions or changes in the availability of such government-backed financing could reduce UHG’s home sales, which could have a material adverse effect on its business, prospects, liquidity, financial condition and results of operations.
Increases in UHG’s home cancellation rate could have a negative impact on its home sales revenue and gross profit.
UHG’s backlog reflects sales contracts with homebuyers for homes that have not yet been delivered. UHG has received a deposit from a homebuyer for most homes reflected in its backlog and, generally, has the right
 
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to retain the deposit if the homebuyer fails to comply with his or her obligations under the sales contract, subject to certain exceptions, including as a result of state and local law, the homebuyer’s inability to sell his or her current home or, in certain circumstances, the homebuyer’s inability to obtain suitable financing. Home order cancellations negatively impact the number of closed homes, net new home orders, home sales revenue and results of operations, as well as the number of homes in backlog. Home order cancellations can result from a number of factors, including declines or slow appreciation in the market value of homes, increases in the supply of homes available to be purchased, increased competition, higher mortgage interest rates, homebuyers’ inability to sell their existing homes, homebuyers’ inability to obtain suitable financing, including providing sufficient down payments, and adverse changes in economic conditions. Cancellation rates has been on the rise in the broad market in recent months. An increase in the level of UHG’s home order cancellations could have a negative impact on its business, prospects, liquidity, financial condition and results of operations.
Tax law changes that increase the after-tax costs of owning a home could prevent potential customers from buying UHG’s homes and adversely affect its business or financial results.
Changes in federal income tax laws may affect the demand for new homes. Significant expenses of owning a home, including mortgage interest and real estate taxes, have historically been deductible expenses for an individual’s U.S. federal, and in some cases, state income taxes, subject to various limitations under current tax law and policy. The Tax Cuts and the Jumpstart Our Business Startups Act (the “JOBS Act”), which became effective January 1, 2018, includes provisions which impose significant limitations with respect to these income tax deductions. For instance, the annual deduction for real estate taxes and state local income taxes (or sales in lieu of income taxes) is now generally limited to $10,000. Furthermore, through the end of 2025, the deduction for mortgage interest is generally only available with respect to the first $750,000 of a new mortgage and there is no longer a federal deduction for interest on home equity loans. If the U.S. federal government or a state government further changes its income tax laws to further eliminate or substantially limit these income tax deductions, the after-tax cost of owning a new home would further increase for many potential customers. The resulting loss or reduction of these homeowner tax deductions that have historically been available has and could further reduce the perceived affordability of homeownership, and therefore the demand for and sales price of new homes, including those built by UHG. In addition, increases in property tax rates or fees on developers by local governmental authorities, as experienced in response to reduced federal and state funding or to fund local initiatives, such as funding schools or road improvements, or increases in insurance premiums can adversely affect the ability of potential customers to obtain financing or their desire to purchase new homes, and can have an adverse impact on UHG’s business and financial results.
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 intends to achieve its primary business objectives by executing on its growth strategies of continuing to leverage key macro housing trends, capitalizing on strong growth in core markets, engaging in accretive mergers and acquisitions, entering into programmatic build-to-rent partnerships, and identifying ancillary revenue growth opportunities, all of which are discussed in detail in the “Information About GSH” section of this proxy statement/prospectus. While UHG has a record of growth and significant achievement in the past, this does not guarantee UHG will continue to perform successfully.
UHG will employ an asset-light lot acquisition strategy with a focus on the design, construction and sale of single-family homes and townhomes, and will utilize the Land Development Affiliates to handle land acquisition and development to maximize profits and enhance its access to capital. See “Information About GSH — Land Acquisition Strategy and Development Process” herein for additional information. UHG has not previously operated under this structure, and since land development is critical to homebuilding and sales, this measure could adversely affect its results of operations.
UHG intends to capitalize on its demonstrated operational experience to grow its market share within its existing markets and to opportunistically expand into new markets where it identifies strong economic and demographic trends that provide opportunities to build homes that meet its profit and return objectives. These strategic decisions may not advance its business strategy, provide a satisfactory return on its investment or
 
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provide any other anticipated benefits. Additionally, the execution and integration of any of these growth and expansion initiatives may not be successful and may require significant time and resources, which would divert management’s attention from other operations. Any of these initiatives could also expose UHG to material liabilities not discovered in the due diligence process and may lead to litigation. If these initiatives under-perform expectations or are unsuccessful, UHG may incur significant expenses or write-offs of inventory, other assets or intangible assets such as goodwill and company brand, and this will adversely affect UHG’s business and 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.
From time to time, UHG may evaluate possible acquisitions, some of which may be material. Potential future acquisitions may pose significant risks to UHG’s existing operations if they cannot be successfully integrated. These acquisitions would place additional demands on UHG’s managerial, operational, financial and other resources and create operational complexity requiring additional personnel and other resources. In addition, UHG may not be able to successfully finance or integrate any businesses that it acquires. Furthermore, the integration of any acquisition may divert management’s time and resources from UHG’s core business and disrupt its operations. Moreover, even if UHG is successful in integrating newly acquired businesses or assets, expected synergies or cost savings may not materialize, resulting in lower than expected benefits to UHG from such transactions. UHG may spend time and money on projects that do not increase its revenue. Additionally, when making acquisitions, it may not be possible for UHG to conduct a detailed investigation of the nature of the business or assets being acquired, for instance, due to time constraints in making the decision and other factors. UHG may become responsible for additional liabilities or obligations not foreseen at the time of an acquisition. To the extent UHG pays the purchase price of an acquisition in cash, such an acquisition would reduce its cash reserves, and, to the extent the purchase price of an acquisition is paid with UHG’s stock, such an acquisition could be dilutive to UHG’s stockholders. To the extent UHG pays the purchase price of an acquisition with proceeds from the incurrence of debt, such an acquisition would increase UHG’s level of indebtedness and could negatively affect its liquidity and restrict its operations. Further, to the extent that the purchase price of an acquisition is paid in the form of an earn out on future financial results, the success of such an acquisition will not be fully realized by UHG for a period of time as it is shared with the sellers. All of the above risks could have a material adverse effect on UHG’s business, prospects, liquidity, financial condition and results of operations.
Failure to find suitable subcontractors may have a material adverse effect on UHG’s standards of service.
Substantially all of UHG’s construction work is done by third-party subcontractors with UHG acting as the general contractor. Accordingly, the timing and quality of UHG’s construction depends on the availability and skill of its subcontractors. The difficult operating environment over the last seven years in the United States has resulted in the failure of some subcontractors’ businesses and may result in further failures. In addition, reduced levels of homebuilding in the United States have led to some skilled tradesmen leaving the industry to take jobs in other sectors. UHG does not have long-term contractual commitments with any subcontractors, and there can be no assurance that skilled subcontractors will continue to be available at reasonable rates and in the areas in which UHG conducts its operations.
In the future, certain of the subcontractors UHG engages with may be represented by labor unions or subject to collective bargaining arrangements that require the payment of prevailing wages that are higher than normally expected on a residential construction site. A strike or other work stoppage involving any of UHG’s subcontractors could also make it difficult to retain subcontractors for its construction work. In addition, union activity could result in UHG paying higher costs to retain its subcontractors. The inability to contract with skilled subcontractors at reasonable costs on a timely basis could have a material adverse effect on UHG’s business, prospects, liquidity, financial condition, and results of operations.
UHG could be adversely affected by efforts to impose joint employer liability on it for labor law violations committed by its subcontractors.
Although subcontractors are independent of the homebuilders that contract with them under normal management practices and the terms of trade contracts and subcontracts within the homebuilding industry,
 
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if regulatory agencies reclassify the employees of subcontractors as employees of homebuilders, UHG could be responsible for wage, hour, and other employment-related liabilities of their subcontractors, which could adversely affect its results of operations and business or financial results.
UHG may suffer significant financial harm and loss of reputation if it does not comply, cannot comply or is alleged to have not complied with applicable laws, rules and regulations concerning its classification and compensation practices for independent contractors.
UHG retains various independent contractors and subcontractors. With respect to these independent contractors, UHG is subject to the IRS regulations and applicable state law guidelines regarding independent contractor classification. These regulations and guidelines are subject to judicial and agency interpretation, and it might be determined that the independent contractor classification is inapplicable to any sales agents, vendors or any other entity characterized as an independent contractor. Further, if legal standards for the classification of independent contractors change or appear to be changing, UHG may need to modify its compensation and benefits structure for such independent contractors, including by paying additional compensation or reimbursing expenses.
There can be no assurance that legislative, judicial, administrative or regulatory (including tax) authorities will not introduce proposals or assert interpretations of existing rules and regulations that would change the independent contractor classification of any individual or vendor currently characterized as independent contractors doing business with us. Potential changes, if any, with respect to such classification could have a significant effect on UHG’s operating model. Further, the costs associated with any such potential changes could have a significant effect on UHG’s results of operations and financial condition if it were unable to pass through an increase in price corresponding to such increased costs to its customers. Additionally, UHG could incur substantial costs, penalties and damages, including back pay, unpaid benefits, taxes, expense reimbursement and attorneys’ fees in defending future challenges to its employment classification or compensation practices.
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 is often required to provide surety bonds to secure its performance or obligations under construction contracts, development agreements and other arrangements. Its ability to obtain surety bonds primarily depends upon its credit rating, financial condition, past performance and other factors, including the capacity of the surety market and the underwriting practices of surety bond issuers. The ability to obtain surety bonds also can be impacted by the willingness of insurance companies to issue performance bonds for construction and development activities. In addition, some municipalities and governmental authorities have been reluctant to accept surety bonds and instead require enhancements such as cash deposits or letters of credit, in order to maintain existing bonds or to issue new bonds. If UHG is unable to obtain surety bonds when required, or if it is required to provide credit enhancements with respect to its current or future bonds or in place of bonds, its results of operations and cash flows could be adversely affected.
UHG may suffer uninsured losses or suffer material losses in excess of insurance limits adversely affecting its business or financial results.
Material losses or liabilities in excess of insurance proceeds may occur in the future. UHG could suffer physical damage to property and liabilities resulting in losses that may not be fully compensated by insurance. In addition, certain types of risks, such as personal injury claims, may be, or may become in the future, either uninsurable or not economically insurable, or may not be currently or in the future covered by its insurance policies. The costs of insuring against construction defect, product liability and director and officer claims are substantial, and the cost of insurance for its operations may rise, deductibles and retentions may increase and the availability of insurance may diminish. Should an uninsured loss or a loss in excess of insured limits occur, UHG could sustain financial loss or lose capital invested in the affected property as well as anticipated future income from that property. In addition, it could be liable to repair damage or meet liabilities caused by uninsured risks, and may also be liable for any debt or other financial obligations related to affected property. Material losses or liabilities in excess of insurance proceeds may occur in the future.
 
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In the United States, the coverage offered and the availability of general liability insurance for construction defects is currently limited and is costly. As a result, an increasing number of UHG’s subcontractors in the United States may be unable to obtain insurance. If UHG cannot effectively recover construction defect liabilities and costs of defense from its subcontractors or their insurers, or if it has self-insured liabilities, it may suffer losses. Coverage may be further restricted and become even more costly. Such circumstances could adversely affect UHG’s business, financial condition, and operating results.
UHG is subject to litigation and other legal proceedings that could harm its business if an unfavorable ruling were to occur.
From time to time, UHG is involved in litigation and other legal proceedings relating to claims arising from its operations in the normal course of business. UHG is currently subject to certain legal proceedings. Litigation is subject to inherent uncertainties, and unfavorable rulings may occur. These or other litigation or legal proceedings could materially affect UHG’s ability to conduct its business in the manner that it expects or otherwise adversely affect UHG should an unfavorable ruling occur.
A major health and safety incident relating to UHG’s business could be costly in terms of potential liabilities and reputational damage.
Operating in the homebuilding industry poses certain inherent health and safety risks and building sites are inherently dangerous. Due to health and safety regulatory requirements and the number of projects UHG works on, health and safety performance is critical to the success of all areas of its business. Any failure in health and safety performance may result in penalties for non-compliance with relevant regulatory requirements or litigation, and a failure that results in a major or significant health and safety incident is likely to be costly in terms of potential liabilities incurred as a result. Such a failure could generate significant negative publicity and have a corresponding impact on its reputation, its relationships with relevant regulatory agencies, governmental authorities and local communities, and its ability to win new business, which in turn could have a material adverse effect on its business, prospects, liquidity, financial condition and results of operations.
Difficulties with appraisal valuations in relation to the proposed sales price of UHG’s homes could force UHG to reduce the price of its homes for sale.
UHG’s home sales may require an appraisal of each home value before closing. Appraisals are professional judgments of the market value of the property and are based on a variety of market factors. If UHG’s internal valuations of the market and pricing do not line up with the appraisal valuations and appraisals are not at or near the agreed upon sales price, UHG may be forced to reduce the sales price of the home to complete the sale. These appraisal issues could have a material adverse effect on UHG’s business and results of operations.
Fluctuations in real estate values may require UHG to write-down the book value of its real estate assets.
The homebuilding industry is subject to significant variability and fluctuations in real estate values. As a result, UHG may be required to write-down the book value of its real estate assets in accordance with GAAP, and some of those write-downs could be material. Any material write-downs of assets could have a material adverse effect on UHG’s business, prospects, liquidity, financial condition and results of operations.
UHG may not be able to compete effectively against competitors in the homebuilding industry.
UHG operates in a very competitive environment which is characterized by competition from a number of other homebuilders in each market in which it operates. Additionally, there are relatively low barriers to entry into the business. UHG competes with numerous large national and regional homebuilding companies and with smaller local homebuilders and land developers for, among other things, home buyers, desirable land parcels, financing, raw materials and skilled management and labor resources. These competitors may independently develop land and construct housing units that are superior or substantially similar to UHG’s products. Increased competition could hurt UHG’s business, as it could prevent UHG from acquiring attractive lots on which to build homes or make such acquisitions more expensive, hinder its market share expansion and cause it to increase its selling incentives and reduce its prices. If UHG is unable to compete
 
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effectively in its markets, its business could decline disproportionately to its competitors, and its results of operations and financial condition could be adversely affected.
UHG may be at a competitive disadvantage with regard to certain of its large national and regional homebuilding competitors whose operations are more geographically diversified than UHG’s, as these competitors may be better able to withstand any future regional downturn in the housing market. UHG competes directly with a number of large national and regional homebuilders that may have longer operating histories and greater financial and operational resources than UHG. Many of these competitors also have longstanding relationships with subcontractors and suppliers in the markets in which UHG operates. This may give competitors an advantage in securing materials and labor at lower prices, marketing their products and allowing their homes to be delivered to customers more quickly and at more favorable prices. This competition could reduce UHG’s market share and limit its ability to expand the business as planned.
UHG’s mortgage brokering joint venture may not be able to compete effectively in this area.
UHG will participate in the brokering of mortgage loans through its engagement in its joint venture mortgage brokerage company, Homeowners Mortgage, which was recently launched and brokers loans for financing UHG’s home sales. The competitors to Homeowners Mortgage include mortgage brokers and lenders, including national, regional and local mortgage brokers, banks, and other financial institutions. Some of these competitors are subject to fewer governmental regulations and have greater access to capital than Homeowners Mortgage, and some of them may operate with different criteria. These competitors may offer a broader or more attractive array of financing and other products and services to potential customers than Homeowners Mortgage. For these reasons, Homeowners Mortgage, and therefore UHG, may not be able to compete effectively in the mortgage banking business.
Homeowners Mortgage may be adversely affected by changes in governmental regulation.
Changes in governmental regulation with respect to mortgage brokers and lenders could adversely affect the financial results of Homeowners Mortgage, which in turn could adversely affect UHG’s business. Homeowners Mortgage is subject to numerous federal, state and local laws and regulations, which, among other things: prohibit discrimination and establish underwriting guidelines; require appraisals and/or credit reports on prospective borrowers and disclosure of certain information concerning credit and settlement costs; establish maximum loan amounts; prohibit predatory lending practices; and regulate the referral of business to affiliated entities.
The regulatory environment for mortgage lending is complex and ever changing and has led to an increase in the number of audits, examinations and investigations in the industry. The 2008 housing downturn resulted in numerous changes in the regulatory framework of the financial services industry. More recently, in response to COVID-19, federal agencies, state governments and private lenders are proactively providing relief to borrowers in the housing market by, subject to requirements, suspending home foreclosures and granting payment forbearance, among other things. These relief measures are temporary, but these changes and others could become incorporated into the current regulatory framework. Any changes or new enactments could result in more stringent compliance standards, which could adversely affect UHG’s financial condition and results of operations and the market perception of its business. Additionally, if Homeowners Mortgage is unable to broker mortgages for any reason going forward, its customers may experience significant mortgage loan funding issues, which could have a negative impact on UHG’s homebuilding business.
UHG’s business and financial results could be adversely affected by significant inflation, higher interest rates or deflation.
Inflation can adversely affect UHG by increasing costs of the lots, materials and labor it needs to operate its business. In addition, significant inflation is often accompanied by higher interest rates, which have a negative impact on housing affordability, thereby further decreasing demand. In a highly inflationary environment, depending on industry and other economic conditions, UHG may be precluded from raising home prices enough to keep up with the rate of inflation, which could reduce its profit margins. Moreover, in a highly inflationary environment, its cost of capital, labor and materials can increase, and the purchasing power of its cash resources can decline, which could have an adverse impact on its business or financial results.
 
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Alternatively, a significant period of deflation could cause a decrease in overall spending and borrowing levels. This could lead to deterioration in economic conditions, including an increase in the rate of unemployment. Deflation could also cause the value of UHG’s inventories to decline or reduce the value of existing homes below the related mortgage loan balance, which could potentially increase the supply of existing homes. If oil prices decline significantly, economic conditions in markets that have significant exposure to the energy sector may weaken. These, or other factors that increase the risk of significant deflation, could have a negative impact on UHG’s business or financial results.
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.
As a public company with listed equity securities, UHG will need to comply with laws, regulations, and requirements, including the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), certain corporate governance provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), related regulations of the U.S. Securities and Exchange Commission (the “SEC”) and requirements of Nasdaq, with which it was not required to comply as a private company. The Exchange Act requires that UHG file annual, quarterly, and current reports with respect to its business and financial condition. The Sarbanes-Oxley Act requires, among other things, that UHG establish and maintain effective internal controls and procedures for financial reporting.
Section 404 of the Sarbanes-Oxley Act requires UHG’s management and independent auditors to report annually on the effectiveness of its internal control over financial reporting. However, UHG is an “emerging growth company,” as defined in the JOBS Act, and, so for as long as it continues to be an emerging growth company, it intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404. Once UHG is no longer an emerging growth company or, if prior to such date, it opts to no longer take advantage of the applicable exemptions, it will be required to include an opinion from its independent auditors on the effectiveness of its internal control over financial reporting.
UHG would cease to be an “emerging growth company” upon the earliest of: (i) the end of the fiscal year following the fifth anniversary of its Initial Public Offering, (ii) the first fiscal year after its annual gross revenues are $1.235 billion or more, (iii) the date on which it has, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities or (iv) as of the end of any fiscal year in which the market value of the UHG Common Shares held by non-affiliates exceeded $700,000,000 as of the end of the second quarter of that fiscal year.
These reporting and other obligations will place significant demands on management, administrative, operational, and accounting resources and will cause UHG to incur significant expenses. It may need to upgrade its systems or create new systems, implement additional financial and management controls, reporting systems and procedures, create or outsource an internal audit function, and hire additional accounting and finance staff. If it is unable to accomplish these objectives in a timely and effective fashion, its ability to comply with the financial reporting requirements and other rules that apply to reporting companies could be impaired. Any failure to maintain effective internal control over financial reporting could have a material adverse effect on UHG’s business, prospects, liquidity, financial condition, and results of operations.
As a public company, these rules and regulations make it more expensive for UHG to obtain director and officer liability insurance. These factors could also make it more difficult to attract and retain qualified members to the Board of Directors, particularly to serve on the audit committee and compensation committee, and qualified executive officers.
As a result of disclosure of information in this prospectus and in filings required of a public company, UHG’s business and financial condition is more visible, which it believes may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, UHG’s business and operating results could be adversely affected, and even if the claims do not result in litigation or are resolved in UHG’s favor, these claims, and the time and resources necessary to resolve them, could divert the resources of UHG’s management and adversely affect its business and operating results.
 
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As a public company, UHG is obligated to develop and maintain proper and effective internal control over financial reporting. UHG may not complete its analysis of its internal control over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which may adversely affect investor confidence in UHG and, as a result, the value of its securities.
UHG is required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of its internal control over financial reporting as of the end of its fiscal year. This assessment will need to include disclosure of any material weaknesses identified by UHG’s management in its internal control over financial reporting. UHG is in the early stages of the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404 of the Sarbanes-Oxley Act. It may not be able to complete its evaluation, testing, and any required remediation in a timely fashion. During the evaluation and testing process, if UHG identifies one or more material weaknesses in its internal control over financial reporting, it will be unable to assert that its internal controls are effective. If it is unable to assert that its internal control over financial reporting is effective, it could lose investor confidence in the accuracy and completeness of its financial reports, which would cause the price of its securities to decline, and it may be subject to investigation or sanctions by the SEC.
UHG previously identified material weaknesses in its internal control over financial reporting. If its remediation of these material weaknesses is not effective, or if UHG identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal controls, UHG may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect investor confidence in UHG and, as a result, the value of UHG Class A Common Shares.
As a privately-held company, GSH was not required to evaluate its internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404(a) of the Sarbanes-Oxley Act, or Section 404.
In the course of preparing the financial statements that are included in this proxy statement/prospectus, GSH’s management determined that certain material weaknesses existed within GSH’s internal controls over financial reporting. The material weaknesses identified relate to (i) failure to properly evaluate certain transactions in accordance with U.S. GAAP, including failure to record revenues and cost of sales in accordance with Accounting Standards Codification (“ASC”) 606; (ii) lack of appropriate documented review of related party transactions; (iii) controls related to recordation of certain expenses and payables were not appropriate, which includes recordation in proper periods; (iv) lack of second level reviews in certain areas; (v) a lack of or improper segregation of duties; (vi) failure to retain evidence of review of multiple key controls; (vii) lack of formal control review and documentation required by COSO principles; and (viii) multiple IT related control deficiencies. GSH concluded that the material weakness in its internal control over financial reporting occurred because it was a private company and did not have the necessary business processes, systems, personnel, and related internal controls necessary to satisfy the accounting and financial reporting requirements of a public company. In order to remediate the material weaknesses, GSH is updating various processes and implementing certain changes to its internal processes. See “GSH’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Internal Controls Over Financial Reporting.”
GSH and, after the Business Combination, the Post-Combination Company, may not be able to fully remediate the identified material weakness until the steps described above have been completed and its internal controls have been operating effectively for a sufficient period of time. GSH believes it has already and will continue to make progress in its remediation plan during the year ending December 31, 2022, but cannot assure you that it or, after the Business Combination, the Post-Combination Company, will be able to fully remediate the material weakness by such time. If the steps GSH and the Post-Combination Company take do not correct the material weakness in a timely manner, UHG will be unable to conclude that it maintains effective internal control over financial reporting. Accordingly, there could continue to be a reasonable possibility that a material misstatement of UHG’s financial statements would not be prevented or detected on a timely basis. UHG also may incur significant costs to execute various aspects of its remediation plan but cannot provide a reasonable estimate of such costs at this time.
 
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GSH and its independent registered public accounting firm were not required to, and did not, perform an evaluation of its internal control over financial reporting as of December 31, 2021 nor any period subsequent in accordance with the provisions of the Sarbanes-Oxley Act. Accordingly, GSH cannot assure you that it has identified all material weaknesses. Material weaknesses may still exist when UHG reports on the effectiveness of its internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act after the completion of the Business Combination.
In the future, it is possible that additional material weaknesses or significant deficiencies may be identified that UHG may be unable to remedy before the requisite deadline for these reports. UHG’s ability to comply with the annual internal control reporting requirements will depend on the effectiveness of its financial reporting and data systems and controls across the company. Any weaknesses or deficiencies or any failure to implement new or improved controls, or difficulties encountered in the implementation or operation of these controls, could harm UHG’s operating results and cause it to fail to meet its financial reporting obligations, or result in material misstatements in its consolidated financial statements, which could adversely affect its business and reduce its stock price.
If UHG is unable to conclude on an ongoing basis that it has effective internal control over financial reporting in accordance with Section 404, UHG’s independent registered public accounting firm may not issue an unqualified opinion. If UHG is unable to conclude that it has effective internal control over financial reporting, investors could lose confidence in its reported financial information, which could have a material adverse effect on the trading price of UHG Common Shares. Failure to remedy any material weakness in its internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict UHG’s future access to the capital markets.
Negative publicity may affect UHG’s business performance and could affect its stock price.
Unfavorable media related to UHG’s industry, company, brands, marketing, personnel, operations, business performance, or prospects may affect its stock price and the performance of its business, regardless of the accuracy or inaccuracy of the media report. UHG’s success in maintaining, extending, and expanding its brand image depends on its ability to adapt to a rapidly changing media environment. Adverse publicity or negative commentary on social media outlets, such as blogs, websites, or newsletters, could hurt operating results, as consumers might avoid brands that receive bad press or negative reviews. Negative publicity may result in a decrease in operating results that could lead to a decline in the price of its securities and cause you to lose all or a portion of your investment.
Public health issues such as a major epidemic or pandemic could adversely affect UHG’s business or financial results.
The United States and other countries have experienced, and may experience in the future, outbreaks of contagious diseases that affect public health and public perception of health risk. In December 2019, COVID-19 emerged in the Wuhan region of China and subsequently spread worldwide. The World Health Organization declared COVID-19 a pandemic, resulting in federal, state and local governments and private entities mandating various restrictions, requiring closure of non-essential businesses for a period of time. In all of the municipalities in which UHG operates, residential construction and financial services have been deemed essential businesses as part of critical infrastructure, and UHG has continued its homebuilding operations in those markets. UHG implemented operational protocols to comply with social distancing and other health and safety standards as required by federal, state and local government agencies, taking into consideration guidelines of the Centers for Disease Control and Prevention and other public health authorities.
UHG has experienced some supply-chain issues that delayed deliveries related to COVID-19. As of the date of this proxy statement/prospectus, UHG’s projects are on-schedule and UHG does not expect operations to be materially impacted by the COVID-19 pandemic. UHG has not experienced significant impacts from COVID-19 on its revenue in 2021 or in 2022, but it may experience impacts from quarantines, market downturns, and changes in consumer behavior related to the pandemic in 2023 and in the future. The extent to which the COVID-19 outbreak or a similar pandemic may impact UHG’s business, results of operations, liquidity and financial condition will depend on future developments that are highly uncertain and cannot be predicted, including the ultimate geographic spread of COVID-19; the severity of the virus; the duration of the outbreak; the length of travel restrictions; business closures imposed by the governments of impacted
 
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countries, states, and municipalities; the implementation, rollout, and efficacy of a vaccine; and any new information that may emerge concerning the severity of the virus and the actions to contain its impact.
Increasing attention to environmental, social and governance matters may impact UHG’s business, financial results or stock price.
In recent years, increasing attention has been given to corporate activities related to environmental, social and governance (“ESG”) matters in public discourse and the investment community. A number of advocacy groups, both domestically and internationally, have campaigned for governmental and private action to promote change at public companies related to ESG matters, including through the investment and voting practices of investment advisers, public pension funds, universities and other members of the investing community. These activities include increasing attention and demands for action related to climate change and promoting the use of energy saving building materials. A failure to comply with investor or customer expectations and standards, which are evolving, or if UHG is perceived to not have responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, could also cause reputational harm to UHG’s business and could have a material adverse effect on UHG. In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings systems for evaluating companies on their approach to ESG matters. These ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings may lead to increased negative investor sentiment toward UHG and its industry and to the diversion of investment to other industries, which could have a negative impact on UHG’s stock price and access to and costs of capital.
An information systems interruption or breach in security could adversely affect UHG.
UHG relies on accounting, financial and operational management information systems to conduct its operations. Any disruption in these systems, or the systems of affiliates and other third-parties that UHG conducts business with, could adversely affect UHG’s ability to conduct its business. UHG’s computer systems are subject to damage or interruption from power outages, computer attacks by hackers, viruses, catastrophes, hardware and software failures and breach of data security protocols by its personnel or third-party service providers. If UHG were to experience a significant period of disruption in information technology systems that involve interactions with customers or suppliers, it could result in the loss of sales and customers and significant incremental costs, which could adversely affect its business.
Furthermore, any security breach of information systems or data could result in the misappropriation or unauthorized disclosure of proprietary, personal and confidential information, including information related to employees, counter-parties, and customers, which could result in a violation of applicable privacy and other laws, significant legal and financial exposure, damage to its reputation and a loss of confidence in its security measures, which could harm its business. While UHG has not experienced cyber security incidents in the past, there can be no assurance that future cyber security incidents will not have a material impact on UHG’s business or operations.
UHG’s business is subject to complex and evolving U.S. laws and regulations regarding privacy and data protection.
As part of UHG’s normal business activities, UHG collects and stores certain information, including information specific to homebuyers, customers, employees, vendors and suppliers. UHG may share some of this information with third parties who assist UHG with certain aspects of its business. The regulatory environment surrounding data privacy and protection is constantly evolving and can be subject to significant change. Laws and regulations governing data privacy and the unauthorized disclosure of confidential information pose increasingly complex compliance challenges and potentially elevate UHG’s costs. Any failure, or perceived failure, by UHG to comply with applicable data protecti