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December 19, 2022
David Hamamoto
Co-Chief Executive Officer
DiamondHead Holdings Corp.
250 Park Ave., 7th Floor
New York, New York 10177
Re:DiamondHead Holdings Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed November 22, 2022
File No. 333-267820
Dear David Hamamoto:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 8, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed November 22, 2022
Cover page
1.We note your response to comment 1.  Please revise to also indicate the value of the
Founder Shares and the value of the Private Placement Warrants along with an
aggregate value of the interests at risk.
Unaudited Pro Forma Condensed Combined Financial Information, page 68
2.For certain transaction accounting adjustments, it appears that your pro forma balance
sheet aggregates multiple adjustments into one numerical amount in the column for
transaction accounting adjustments.  For example purposes only, we note your adjustment
for $161,694,564 is labeled 3c,d, we further note that adjustment 3(d)(7) appears to

 FirstName LastNameDavid Hamamoto
 Comapany NameDiamondHead Holdings Corp.
 December 19, 2022 Page 2
 FirstName LastName
David Hamamoto
DiamondHead Holdings Corp.
December 19, 2022
Page 2
describe multiple items (i.e. earnout adjustment and transaction costs), and it is unclear
what amounts result in the aggregate adjustment of $161,694,564.  Please revise your pro
forma balance sheet to provide a separate line for each transaction accounting adjustment
and revise your footnotes to disaggregate multiple adjustments, as applicable.
3.We note your response to comment 9 and your revisions to your filing.  Please further
revise to disclose the methodology, the quantitative inputs and any material assumptions
used to calculate the estimated fair value for each finished land lot acquired from the Land
Development Affiliates.  In addition, please revise to disclose any material uncertainties,
if any, with respect to this adjustment. Please refer to Rule 11-02 of Regulation S-X.
Legal Proceedings, page 117
4.We note your response to comment 13 and we reissue it in part.  Please revise to address
the compensation and relief sought in each lawsuit.
GSH's Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 157
5.We note your revised disclosure on page 158 that states you had $478.7 million in
revenues from sales of homes in 2021.  This disclosure does not appear to align with the
amount of revenues on your income statement.  Please revise your disclosure regarding
revenue from sales of homes to remove such disclosure or revise to further clarify what
this amount represents, or advise.
6.We note your response to comment 16 and your revised disclosures.  Please further
expand your disclosure to clarify how supply chain disruptions have had, and may
continue to have, a material impact on GSH's results of operations, liquidity or capital
resources.  In this regard, your enhanced disclosure should consider
the quantitative impact of supply chain disruptions on GSH's business, which you disclose
generally resulted in increased costs for GSH to obtain building supplies and GSH having
to absorb additional carrying costs on homes being constructed.
7.We note your response to comment 17 and your revised disclosure.  Such disclosure does
not appear to be consistent with your increase in cancellation rates and decrease in
backlog.  Please expand your discussion to disclose any known trends or uncertainties that
have had or are reasonably likely to have a material impact on your cash flows, liquidity,
capital resources, cash requirements, financial position, or results of operations arising
from, related to, or caused by inflation.  Trends or uncertainties may include the impact of
inflation and mortgage interest rates on cost of sales, gross profit, inventory and taxes as
well as decrease in demands for homes, increase in cancelation rates, and decrease in
backlog.

 FirstName LastNameDavid Hamamoto
 Comapany NameDiamondHead Holdings Corp.
 December 19, 2022 Page 3
 FirstName LastName
David Hamamoto
DiamondHead Holdings Corp.
December 19, 2022
Page 3
The Business Combination
Merger Consideration, page 193
8.We note your response to comment 21, please address the following:
•It appears that you assume that closing indebtedness less closing cash will be $93
million.  Please clarify for us and in your filing your basis for your assumption that
this amount will be $93 million.
•To the extent that such amount can vary from $93 million, please clarify for us and in
your filing if the amount of UHG Class A common shares, UHG Class B Common
Share, shares underlying the Rollover Options, and shares underlying the Assumed
Warrants can vary.
•To the extent the share amounts can vary, please revise to expand your disclosure
throughout your filing to address this variability.
This comment also applies to your note 1 and note 6 to the unaudited pro forma
condensed combined financial information.
Background of the Business Combination, page 195
9.We note your response to comment 22.  Please revise to address in greater detail the
nature of the add-on business opportunities.
            You may contact Jeffrey Lewis at 202-551-6216 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ronald (Ron) E. Alper at 202-551-3329 or David Link at 202-551-3356 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Robert Downes