What changed in United Homes Group, Inc.'s 10-K — 2022 vs 2023

Item 1. Business Overview We are an early stage blank check company recently incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this annual report as our initial business combination.

Our sponsor, DHP SPAC-II Sponsor LLC, is an entity affiliated with David T. Hamamoto. Mr. Hamamoto currently serves as a director of Lordstown and previously served as the Chairman and Chief Executive Officer of DiamondPeak, which was a blank check company at the time of its 2019 initial public offering.

On October 23, 2020, DiamondPeak completed its initial business combination with Lordstown Motors Corp. (“Lordstown”), a manufacturer of light duty electric trucks. As of March 28, 2022, other members of our sponsor include a fund managed by Antara Capital, which holds approximately 50% of the limited liability company interests of our sponsor and our other officers and directors.

Antara Capital, founded by Himanshu Gulati in 2018, invests across a wide variety of financial instruments, including loans, bonds, convertible bonds, stressed/distressed credit and special situation equity investments. Our management team is led by David Hamamoto, our Co-Chief Executive Officer and Chairman, and Michael Bayles, our Co-Chief Executive Officer. Mr.

Hamamoto is the founder of Diamond Head Partners, LLC, which he established in 2017 and currently serves as a director of Lordstown. Mr.

Hamamoto has significant experience across the private and public markets as the former head of the NorthStar companies, which he founded as a private company in 1997, took public in 2004 with an approximately $300 million equity market capitalization, and sold to Colony Capital in 2017 at a $6 billion equity market capitalization. Prior to NorthStar, Mr.

Hamamoto spent 14 years at Goldman Sachs, where he founded the Real Estate Principal Investments Area, raised the first Whitehall real estate private equity fund, and raised four additional Whitehall funds and one emerging market fund. We believe Mr.

Hamamoto’s private real estate investing background and public market track record will benefit us in identifying and executing a business combination, such as the GSH Business Combination. Mr. Bayles, one of our directors and our Co-Chief Executive Officer, currently serves as Chief Executive Officer and a director of EVO Transportation & Energy Services, Inc. Mr.

Bayles previously served as a director and chief restructuring officer from October 2020 to March 2021 and restructuring advisor from May 2020 to October 2020. Mr. Bayles served as a vice president of investments of Slam Corp., a special purpose acquisition company, from March 2021 through September 2022. Mr.

Bayles previously served as an analyst at Antara Capital LP from May 2018 until May 2020, and as a credit analyst at GLG Partners from May 2016 to December 2017. Prior to GLG Partners, Mr. Bayles was a vice president at Avenue Capital Group from September 2008 to April 2016. Mr.

Bayles started his career as an investment banking analyst at J.P. Morgan and then a restructuring analyst at Lazard. Mr. Bayles has a bachelor’s degree in economics from the Wharton School of the University of Pennsylvania. 5 Table of Contents Our board of directors also includes Jonathan A.

Langer, who currently serves as Managing Member of Fireside Investments, LLC, a private investment firm that Mr. Langer founded in 2012, Judith A.

Hannaway, a financial industry consultant and former Managing Director of Scudder Investments responsible for Special Product Development including closed-end funds, offshore funds and REIT funds, and Charles Schoenherr, who currently serves as Managing Director of Waypoint Residential, LLC, which invests in multifamily properties in the Sunbelt.

Proposed GSH Business Combination On September 10, 2022, we entered into the GSH Business Combination Agreement with Hestia Merger Sub, Inc., a South Carolina corporation and our wholly-owned subsidiary, and GSH, a South Carolina corporation.

Pursuant to the terms of the GSH Business Combination Agreement, a business combination between the Company will be effected through the merger of Hestia Merger Sub, Inc. with and into GSH, with GSH surviving the merger as a wholly-owned subsidiary of DHHC.

Upon the consummation of the transactions contemplated by the GSH Business Combination Agreement, the Company expects to be renamed United Homes Group, Inc. Capitalized terms not defined but otherwise used in the following description have the meanings ascribed to them in the GSH Business Combination Agreement.

Consideration Upon the terms and subject to the conditions set forth in the GSH Business Combination Agreement, at the Effective Time: i.

Each GSH Class A share and each GSH Class B share issued and outstanding as of immediately prior to the effective time of the GSH Business Combination (excluding shares owned by GSH as treasury stock or dissenting shares) will be cancelled and converted into the right to receive the number of shares of our Class A common stock and Class B common stock, respectively, equal to the Exchange Ratio (as defined in the GSH Business Combination Agreement). ii.

Each GSH option that is outstanding and unexercised immediately prior to the Effective Time will be cancelled in exchange for an option to purchase a number of shares of our Class A common stock as set forth on the consideration schedule (as defined in the GSH Business Combination Agreement) at an exercise price as set forth on such consideration schedule. iii.

Each GSH warrant outstanding and unexercised immediately prior to the effective time of the GSH Business Combination shall automatically be converted into a warrant to acquire a number of shares of our Class A common stock in an amount and at an exercise price and subject to such terms and conditions, in each case, as set forth on the consideration schedule.

Subject to certain exceptions, such terms and conditions will be the same terms and conditions as were applicable to the GSH warrant immediately prior to the effective time of the GSH Business Combination.

Pursuant to the terms of the GSH Business Combination Agreement, we are required to cause the Class A common stock to be issued in connection with the GSH Business Combination to be listed on Nasdaq prior to the closing of the GSH Business Combination.

Earn Out Consideration The holders of GSH shares, GSH options and GSH warrants, as of immediately prior to the Effective Time of the GSH Business Combination, will also have the contingent right to receive up to an aggregate of 20,000,000 Earn Out Shares.

Each such holder will be entitled to receive Earn Out Shares in accordance with their Earn Out Pro Rata Share in three tranches upon the occurrence of the following milestones during the period commencing on the 90th day following the closing date and ending on the fifth anniversary of the Closing Date: (i) a one-time issuance of 7,500,000 Earn Out Shares on the first date on which the volume weighted average price of our common stock 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) a one-time issuance of 7,500,000 Earn Out Shares on the first date on which the VWAP price is greater than or equal to $15.00; and (iii) a one-time issuance of 5,000,000 Earn Out Shares on the first date on which the VWAP price is greater than or equal to $17.50 (the “Earn-Out Milestones”).

Our sponsor has agreed not to transfer approximately 2.1 million Sponsor Earnout Shares until such shares are released by us upon the achievement of the Earn Out Milestones pursuant to the Sponsor Support Agreement.

Our sponsor has also agreed that in the event that Closing DHHC Cash is less than $100,000,000, up to 1.0 million sponsor shares will be Sponsor Earnout Shares, subject to release upon the achievement of the Earn Out Milestones.

See “Sponsor Support Agreement” below for more information regarding the Sponsor Earnout Shares and Earn Out Milestones. 6 Table of Contents Representations and Warranties The GSH Business Combination Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, (a) organization and qualification, (b) capital structure, (c) authorization to enter into the GSH Business Combination Agreement, (d) approvals and permits, (e) financial statements, (f) absence of certain changes, (g) absence of undisclosed liabilities, (h) material contracts, (i) litigation, (j) employee matters, (k) compliance with laws, (l) taxes, (m) real and personal property, (n) homeowners associations, (o) construction matters, (p) intellectual property, (q) environmental matters, (r) insurance matters, (s) transactions with affiliates, and (t) regulatory compliance.

Covenants The GSH Business Combination Agreement includes customary covenants of the parties thereto with respect to the operation of their respective businesses prior to consummation of the GSH Business Combination and their respective efforts to consummate the GSH Business Combination.

The GSH Business Combination Agreement also contains additional covenants of the parties thereto, including, among others, (a) covenants providing for DHHC, Hestia Merger Sub, Inc. and GSH to cooperate in the preparation of the Registration Statement / Proxy Statement, which was filed with the SEC on February 14, 2023 in connection with the GSH Business Combination Agreement, (b) covenants for DHHC to hold a special meeting of its stockholders to vote on, among other things, the approval of the GSH Business Combination Agreement and the GSH Business Combination, (c) covenants for GSH to obtain all required consents from third parties and lenders under its financing arrangements, including lender consents or obtaining alternative financing, (d) covenants for GSH to obtain and deliver the Company Stockholder Written Consent within one (1) business day following the date of the GSH Business Combination Agreement, (e) covenants for GSH to effect the Pre-Closing Recapitalization and (f) covenants for GSH to take all actions and execute documentation required to deconsolidate with certain affiliated entities.

GSH Non-Solicitation and Company Exclusivity Restrictions During the period between the date of the GSH Business Combination Agreement and the earlier of (x) the Closing or (y) the termination of the GSH Business Combination Agreement in accordance with its terms, both the Company and GSH have agreed not to, among other things, (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to an Acquisition Proposal of either us or GSH, (ii) furnish or disclose any non-public information to any person in connection with, or that would reasonably be expected to lead to, an Acquisition Proposal of us or GSH, (iii) enter into any contract or other arrangement or understanding regarding an Acquisition Proposal of us or GSH, (iv) other than as contemplated by the GSH Business Combination Agreement, prepare or take any steps in connection with a public offering of any equity securities of GSH or us or their respective subsidiaries or (v) otherwise cooperate in any way, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any person to do or seek to do any of the items set forth above.

The GSH Business Combination Agreement required GSH to immediately cease any and all existing discussions or negotiations with any person conducted prior to the execution and delivery of the GSH Business Combination Agreement with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Proposal of GSH.

Conditions to Closing Conditions to Each Party’s Obligations The obligations of DHHC, Hestia Merger Sub, Inc. and GSH to consummate the GSH Business Combination are subject to the satisfaction or waiver of certain closing conditions, including, but not limited to, (i) the absence of any governmental order or law restraining, prohibiting or making illegal the consummation of the GSH Business Combination, (ii) the approval of our stockholders of the Transaction Proposals, (iii) the approval of GSH’s stockholders of the GSH Business Combination Agreement and the GSH Business Combination, (iv) the effectiveness of the GSH Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”), and (v) DHHC having at least $5,000,001 of net tangible assets as of immediately after the Effective Time.

Our obligation to consummate the GSH Business Combination is also subject to the satisfaction or waiver of other closing conditions, including, but not limited to, (i) the representations and warranties of GSH being true and correct to the standards applicable to such representations and warranties, (ii) each of the covenants of GSH having been performed or complied with in all material respects, (iii) the Lender Consents or Alternative Financing being obtained, (iv) each of the written consents as required under certain scheduled contracts being obtained, (v) the Pennington De-Consolidation being completed in compliance with the terms of the GSH 7 Table of Contents Business Combination Agreement, and certain agreements relating thereto being executed, (vi) the Pre-Closing Recapitalization being completed in compliance with the terms of the GSH Business Combination Agreement, (vii) the absence of a Company Material Adverse Effect and (viii) the delivery of customary closing certificates and transaction documents.

The obligation of GSH to consummate the GSH Business Combination is also subject to the satisfaction or waiver of other closing conditions, including, but not limited to, (i) the representations and warranties of us and Hestia Merger Sub, Inc. being true and correct to the standards applicable to such representations and warranties, (ii) each of our covenants having been performed or complied with in all material respects, (iii) Closing DHHC Cash being equal to or exceeding $125,000,000 (the “Minimum Cash Condition”), (iv) the approval by Nasdaq of the listing of our Class A common stock to be issued in connection with the GSH Business Combination, (v) the adoption of the DHHC A&R Certificate of Incorporation and DHHC A&R Bylaws, (vi) the Lender Consents or Alternative Financing being obtained, (vii) the DHHC Incentive Equity Plan being approved by the Company board and stockholders, (viii) the absence of a DHHC Material Adverse Effect, (ix) the composition of our board post-GSH Business Combination and (x) the delivery of customary closing certificates and transaction documents.

If any of the conditions to a party’s obligation to consummate the GSH Business Combination is not satisfied or waived in writing by such party, then such party will not be required to consummate the GSH Business Combination. There can be no assurance that the Minimum Cash Condition will be satisfied on the closing date.

In the event that the public shareholders exercise their redemption rights with respect to a number of our common stock such that the Minimum Cash Condition would not be met based on cash held in the trust account, we would need to seek to arrange for additional third-party financing to be able to satisfy the Minimum Cash Condition.

We plan to pursue third-party financing to satisfy the Minimum Cash Condition; however, there can be no assurance that any third-party financing will be entered into in connection with the GSH Business Combination and there can be no assurance that the Minimum Cash Condition will be satisfied.

If the Minimum Cash Condition is not satisfied, amended or waived by GSH pursuant to the terms of the GSH Business Combination Agreement, then the GSH Business Combination would not be consummated.

Waivers If permitted under applicable law, either DHHC or GSH may waive in writing any conditions for the benefit of itself contained in the GSH Business Combination Agreement or in any document delivered pursuant to the GSH Business Combination Agreement.

Notwithstanding the foregoing, pursuant to our certificate of incorporation, we cannot consummate the proposed transaction if we have less than $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)), remaining after the Closing or fail to meet any greater net tangible asset or cash requirement contained in the GSH Business Combination Agreement after the Closing.

Item 1A. Risk Factors You should carefully consider all of the risks described below, together with the other information contained in this Report, including the financial statements. If any of the following risks occur, our business, financial condition or results of operations may be materially and adversely affected.

In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to us and our business.

Summary of Risk Factors We are a recently formed early stage company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. These risks are discussed more fully following this summary.

Material risks that may affect our business, operating results and financial condition include, but are not necessarily limited to, the following: ● The consummation of the GSH Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the GSH Business Combination Agreement may be terminated in accordance with its terms and the GSH Business Combination may not be completed. ● If we are not able to raise funds to meet the Minimum Cash Condition in the GSH Business Combination Agreement, we may not be able to consummate the GSH Business Combination. ● We have not obtained a third-party valuation or fairness opinion in connection with the GSH Business Combination, and consequently, there is no assurance from an independent source that the merger consideration to be paid to GSH equityholders is fair to our stockholders from a financial point of view. ● Termination of the GSH Business Combination Agreement could negatively impact us and GSH. 12 Table of Contents ● You do not have any rights or interests in funds from the trust account, except under certain limited circumstances.

To liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss. ● You are not entitled to protections normally afforded to investors of many other blank check companies. ● Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination.

If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share on our redemption of our public shares, or less than such amount in certain circumstances, and our warrants will expire worthless. ● If the net proceeds of our initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient, it could limit the amount available to complete our initial business combination and we will depend on loans from our sponsor or management team to fund our search for a business combination, to pay our taxes and to complete our initial business combination.

If we are unable to obtain these loans, we may be unable to complete our initial business combination. ● We may have a limited ability to assess the management of a prospective target business and, as a result, may complete our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company, which could, in turn, negatively impact the value of our stockholders’ investment in us. ● Since our sponsor, officers and directors will lose their entire investment in us if our business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. ● Our initial stockholders may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support. ● We are a recently formed early stage company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. ● Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (“COVID-19”) outbreak. ● Past performance by our management team may not be indicative of future performance of an investment in us. ● The other risks and uncertainties discussed in “Risk Factors” and elsewhere in this annual report.

For the complete list of risks relating to GSH and the GSH Business Combination, please see the section titled “Risk Factors” contained in the GSH Registration Statement.

Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks The consummation of the GSH Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the GSH Business Combination Agreement may be terminated in accordance with its terms and the GSH Business Combination may not be completed.

The consummation of the GSH Business Combination is subject to the satisfaction or waiver of a number of conditions, including, among other customary conditions (each as defined in the GSH Business Combination Agreement, as applicable): (i) the approval by GSH’s stockholders of the GSH Business Combination Agreement and the GSH Business Combination; (ii) the absence of governmental order or law prohibiting the consummation of the GSH Business Combination; (iii) the effectiveness of the GSH Registration Statement; (iv) approval of our stockholders of the GSH Business Combination Proposal, the Charter Approval Proposal, the Director Election Proposal, the Nasdaq Proposal and the Incentive Plan Proposal; (v) the receipt by GSH of Lender Consents or Alternative Financing; (vi) the completion of the Pre-Closing Recapitalization; (vii) the completion of the Pennington De-Consolidation; (viii) the absence of 13 Table of Contents a GSH Material Adverse Effect; (ix) the satisfaction of the Minimum Cash Condition; and (x) the approval for listing on Nasdaq of the UHG Class A Common Shares to be issued pursuant to the GSH Business Combination.

The consummation of the GSH Business Combination is not assured and is subject to risks, including the risk that conditions to the consummation of the Business Combination are not satisfied or waived.

The conditions to our obligation to consummate the GSH Business Combination may be waived by us and the conditions to GSH’s obligation to consummate the GSH Business Combination may be waived by GSH; however, neither us nor GSH is required to waive any Closing conditions.

If we do not consummate the Business Combination, it could be subject to several risks, including: ● we may not be able to consummate an initial business combination by July 28, 2023 and we may be forced to liquidate; ● the parties may be liable for damages to one another under the terms and conditions of the GSH Business Combination Agreement; ● negative reactions from the financial markets, including declines in the price of our securities due to the fact that current prices may reflect a market assumption that the GSH Business Combination will be completed; and ● the attention of our management will have been diverted to the GSH Business Combination rather than the pursuit of other opportunities in respect of an initial business combination.

For more information about the conditions to the consummation of the GSH Business Combination, see “ Proposed GSH Business Combination — Conditions to Closing. ” If we are not able to raise funds to meet the Minimum Cash Condition in the Business Combination Agreement, we may not be able to consummate the Business Combination.

The GSH Business Combination Agreement provides that the obligation of GSH to consummate the GSH Business Combination is conditioned on, among other things, us having Closing DHHC Cash of no less than $125 million.

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 GSH Business Combination.

While we expect 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.

If the Minimum Cash Condition is not met, and such condition is not waived by GSH under the terms of the GSH Business Combination Agreement, the proposed GSH Business Combination will not be consummated.

In the event that the GSH Business Combination will not be consummated, 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 the Company.

DHHC has not obtained a third-party valuation or fairness opinion in connection with the Business Combination, and consequently, there is no assurance from an independent source that the merger consideration to be paid to GSH equityholders is fair to DHHC’s stockholders from a financial point of view.

We are not required to, and have not, obtained a third-party valuation or fairness opinion in connection with the GSH Business Combination that the merger consideration to be paid to GSH equityholders is fair to our stockholders from a financial point of view.

Our officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries, including the real estate industry, and concluded that their experience and background, together with the experience and sector expertise of our advisors, enabled them to make the necessary analyses and determinations regarding the GSH Business Combination.

In addition, our officers and directors and our advisors have substantial experience with mergers and acquisitions.

Although our board of directors did not seek, or receive a third-party valuation or fairness opinion in connection with the GSH Business Combination, before reaching its decision to approve the GSH Business Combination Agreement, and the transactions contemplated thereby, including the GSH Business Combination, our board of directors reviewed the material aspects of our management’s due diligence, including, among other things: (i) research on the residential homebuilding industry, as well as industry trends, historical and projected growth trends, competitive landscape and other industry factors, (ii) information relating to GSH’s operations, growth potential, competitive positioning, and financial prospects, (iii) evaluation of potential value-creation opportunities, including organic revenue growth, market expansion and potential acquisition opportunities, (iv) other due diligence activities relating to quality of earnings, accounting, legal, tax, operations and other matters and (v) financial and valuation analyses, review and analysis of GSH’s financial projections our board of directors concluded that the merger consideration to be paid to GSH equityholders is fair and reasonable, given GSH’s growth prospects and the growth outlook for the housing market, the internal valuation of GSH by our management based on an 14 Table of Contents analysis of comparable companies and other factors.

Our b oard of directors also determined that GSH’s fair market value was at least 80% of the assets held in the trust account (excluding taxes payable on interest earned on the trust account) at the time of the execution of the GSH Business Combination Agreement.

Our stockholders will be relying on the judgment of our board of directors with respect to such matters. Termination of the Business Combination Agreement could negatively impact us and GSH.

If the GSH Business Combination is not completed for any reason, including as a result of our stockholders declining to approve any of the Proposals that are conditions to the consummation of the GSH Business Combination, the ongoing businesses of GSH and the Company may be adversely impacted and, without realizing any of the anticipated benefits of completing the GSH Business Combination, GSH and the Company would be subject to a number of risks, including the following: ● we may not be able to consummate an initial business combination by July 28, 2023 and we may be forced to liquidate; ● we or GSH may experience negative reactions from the financial markets, including negative impacts on ours stock price (including to the extent that the current market price reflects a market assumption that the GSH Business Combination will be completed); ● GSH may experience negative reactions from its customers, vendors and employees; ● we and GSH will have incurred substantial expenses and will be required to pay certain costs relating to the GSH Business Combination, whether or not the GSH Business Combination is completed; and ● since the GSH Business Combination Agreement restricts the conduct of our and GSH’s businesses prior to completion of the GSH Business Combination, we both may not have been able to take certain actions during the pendency of the GSH Business Combination that would have benefitted our respective businesses as an independent company, and the opportunity to take such actions may no longer be available If the Business Combination Agreement is terminated and our board of directors seeks another merger or business combination, our stockholders cannot be certain that we will be able to find another acquisition target that meets our criteria for an initial business combination or that such other merger or business combination will be completed.

We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

Following the Extension Amendment, our certificate of incorporation now provides that we must complete our initial business combination within by July 28, 2023. If we are unable to consummate the GSH Business Combination, we may not be able to find a suitable target business and complete our initial business combination by such date.

Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein.

Item 2. Properties We do not own any real estate or other physical properties materially important to our operation. We currently maintain our principal executive offices at 250 Park Ave. 7 th Floor, New York, New York 10177 and our telephone number is (212) 572-6260.

The cost for this space is included in the $10,000 per-month aggregate fee our sponsor charges us for general and administrative services. We consider our current office space, combined with the other office space otherwise available to our executive officers, adequate for our current operations. 36 Table of Contents

Item 3. Legal Proceedings To the knowledge of our management, there is no litigation currently pending against us, any of our officers or directors in their capacity as such or against any of our property. Item 4. Mine Safety Disclosures Not applicable. PART II

Our units commenced public trading on February 26, 2021, and our Class A common stock and warrants commenced separate public trading on March 18, 2021. Holders On March 22, 2023, there was one holder of record of our units, one holder of record of our Class A common stock and six holders of record of our warrants.

Dividends We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of our initial business combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time.

Securities Authorized for Issuance Under Equity Compensation Plans None. Recent Sales of Unregistered Securities None. Use of Proceeds from the Initial Public Offering None.

For a description of the use of proceeds generated in our initial public offering and private placement, see Part II, Item 5 of our Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on April 13, 2022.

There has been no material change in the planned use of proceeds from our initial public offering and private placement as described in the registration statement filed in connection with our initial public offering. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Item 6. Reserved Not applicable. ​ 37 Table of Contents

Cautionary Note Regarding Forward-Looking Statements This Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions.

Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form 10-K.

Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings.

The registration statement for our Initial Public Offering was declared effective on January 25, 2021.

On January 28, 2021, we consummated our Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 4,500,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.6 million, of which approximately $12.1 million was included in deferred underwriting commissions.

On August 10, 2022, the underwriter from the Initial Public Offering resigned from their role in any Business Combination and waived its entitlement to the deferred underwriting commissions in the amount of $12.1 million.

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 5,933,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to our Sponsor and to certain qualified institutional buyers or institutional accredited investors, including certain funds and accounts managed by subsidiaries of BlackRock, Inc. and Millennium Management LLC (each an “Anchor Investor”), generating proceeds of $8.9 million.

Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. 38 Table of Contents If we are unable to complete a Business Combination within the Combination Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete a Business Combination within the Combination Period.

Trust Account Redemptions and Extension of Combination Period On January 25, 2023, we held a special meeting of stockholders at which such stockholders voted to extend the time the Company has to consummate an initial business combination from January 28, 2023 to July 28, 2023.

In connection with such vote, the holders of an aggregate of 30,058,968 Public Shares exercised their right to redeem their shares for an aggregate of approximately $304 million in cash held in the Trust Account.

Upon the consummation of the Transactions, the Company expects to be renamed United Homes Group, Inc. The obligations of the Company, Merger Sub and GSH to consummate the Merger are subject to the satisfaction or waiver of certain closing conditions, which are further described in the Business Combination Agreement.

We cannot assure you that our plans to complete our Business Combination will be successful. Further, we may need to pursue third-party financing, among other things, to satisfy the closing condition that at Closing, the amount of Closing DHHC Cash be equal to or exceed $125,000,000 (the “Minimum Cash Condition”).

However, there can be no assurance that any third-party financing will be entered into in connection with the Merger, and there can be no assurance that the Minimum Cash Condition will be satisfied.

If the Minimum Cash Condition is not satisfied, amended or waived by GSH pursuant to the terms of the Business Combination Agreement, then the Merger would not be consummated.

Liquidity and Going Concern As of December 31, 2022, we had approximately $37,000 in cash and a working capital deficit of approximately $3.9 million (not taking into account tax obligations of approximately $746,000 that may be paid using investment income earned in Trust Account).

Our liquidity needs to date have been satisfied through a payment of $25,000 from our Sponsor to pay for certain offering costs in exchange for issuance of Founder Shares, the loan under the Promissory Note of $130,000, and the net proceeds from the consummation of the Private Placement not held in the Trust Account.

We fully repaid the Promissory Note on February 1, 2021. In addition, in order to finance transaction costs in connection with an Initial Business Combination, our officers, directors and initial stockholders may, but are not obligated to, provide us Working Capital Loans. As of December 31, 2022 and 2021, there were no amounts outstanding under any Working Capital Loans.

In October 2022, the Company issued unsecured promissory notes to two affiliates of the Sponsor for an aggregate principal amount of up to $400,000. As of December 31, 2022, there was an outstanding balance of $204,110 under these promissory notes including $4,110 of accrued but unpaid interest through December 31, 2022.

In connection with our assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, “Presentation of Consolidated Financial Statements-Going Concern,” we have determined that the existing liquidity condition, mandatory liquidation and subsequent dissolution raise substantial doubt about its ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate on or after July 28, 2023. 39 Table of Contents Results of Operations Our entire activity from inception through December 31, 2022, was in preparation for an Initial Public Offering, and since our Initial Public Offering, our activity has been limited to the search for a prospective initial Business Combination.

We will not generate any operating revenues until the closing and completion of our initial Business Combination. We generate non-operating income in the form of investment income from our investments held in the Trust Account.

We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the year ended December 31, 2022, we had net income of approximately $6.9 million, which consisted of approximately $5.0 million in interest income from investments held in the Trust Account, non-operating income of approximately $7.3 million resulting from changes in the fair value of derivative warrant liabilities and approximately $272,000 gain from settlement of deferred underwriting commissions, partially offset by approximately $4.3 million in general and administrative expenses, approximately $200,000 of franchise tax expense, approximately $4,000 interest expenses and income tax expense of approximately $1.2 million.

For the year ended December 31, 2021, we had net income of approximately $2.7 million, which consisted of $4.4 million for change in fair value of derivative warrant liabilities and approximately $21,000 of income from investments held in Trust Account, offset by approximately $449,000 of financing costs, approximately $1.0 million of general and administrative expenses and $200,000 of franchise tax expense.

Contractual Obligations As of December 31, 2022, we do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities.

Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of Initial Public Offering, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock).

The holders of the majority of these securities were entitled to make up to three demands, excluding short form demands, that we register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration statements.

Amended and Restated Registration Rights Agreement The Business Combination Agreement contemplates that, upon completion of the Merger, the Company (which expects to be named United Homes Group, Inc. at that time), the Sponsor, certain securityholders of the Company and certain former stockholders of GSH will enter into an Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”).

Pursuant to the A&R Registration Rights Agreement, among other things, UHG agrees to file a shelf registration statement with respect to the registrable securities under the A&R Registration Rights Agreement within 45 days of the Closing.

Up to two times in any 12-month period, certain legacy DHHC securityholders and legacy GSH stockholders may request to sell all or any portion of their registrable securities in an underwritten offering that is registered pursuant to the shelf registration statement, so long as the total offering price is reasonably expected to exceed $10,000,000.

The combined company will also provide customary “demand” and “piggyback” registration rights. The A&R Registration Rights Agreement will provide that UHG will pay certain expenses relating to such registrations and indemnify the securityholders against certain liabilities.

Further, each securityholder party to the A&R Registration Rights Agreements agrees not to transfer any of their registerable securities subject to lock-up transfer restrictions (as described in the A&R Registration Rights Agreement) until the end of the applicable Lock-Up Period (as defined in the A&R Registration Rights Agreement) subject to certain customary exceptions described therein. 40 Table of Contents Underwriting Agreement We granted the underwriter a 45-day option from the date of Initial Public Offering to purchase up to 4,500,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions.

On January 28, 2021, the underwriters fully exercised the over-allotment option. The underwriter was entitled to a cash underwriting discount of $0.20 per Unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriter was entitled to a deferred fee of $0.35 per Unit, or approximately $12.1 million in the aggregate.