SEC Comment Letter 0000000000-23-000520 to United Homes Group, Inc. (UHG, UHGWW) (CIK 0001830188) (UHG)
United Homes Group, Inc. (UHG, UHGWW) (CIK 0001830188)
Date: Jan. 18, 2023 · CIK: 0001830188 · Accession: 0000000000-23-000520
AI Filing Summary & Sentiment
File numbers found in text: 333-267820
Letter
United States securities and exchange commission logo January 18, 2023 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. 2 to Registration Statement on Form S-4 Filed December 27, 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 December 19, 2022, letter. Amendment No. 2 to Registration Statement on Form S-4 Unaudited Pro Forma Condensed Combined Financial Information, page 70 1.We note your response to our comment 8 and your revisions to your filing. Please address the following: •We continue to be unclear what your basis for the assumption that closing indebtedness less closing cash will be $93 million. Please clarify for us and in your filing your basis for this assumption. •Please revise your disclosure in note 1 and note 6 to your unaudited pro forma condensed combined financial information to discuss this variability. Your revisions should include quantitative information. Reference is made to Rule 11-02 of Regulation S-X.
FirstName LastNameDavid Hamamoto Comapany NameDiamondHead Holdings Corp. January 18, 2023 Page 2 FirstName LastName David Hamamoto DiamondHead Holdings Corp. January 18, 2023 Page 2 Executive Compensation of GSH , page 202 2.Please update the compensation disclosure to include compensation for fiscal year ended December 31, 2022. 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 Stacie Gorman at 202-551-3585 or David Link at 202-551-3356 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Robert Downes
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United States securities and exchange commission logo
January 18, 2023
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. 2 to Registration Statement on Form S-4
Filed December 27, 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 December 19, 2022, letter.
Amendment No. 2 to Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Information, page 70
1.We note your response to our comment 8 and your revisions to your filing. Please address
the following:
•We continue to be unclear what your basis for the assumption that closing
indebtedness less closing cash will be $93 million. Please clarify for us and in your
filing your basis for this assumption.
•Please revise your disclosure in note 1 and note 6 to your unaudited pro forma
condensed combined financial information to discuss this variability. Your revisions
should include quantitative information. Reference is made to Rule 11-02 of
Regulation S-X.
FirstName LastNameDavid Hamamoto
Comapany NameDiamondHead Holdings Corp.
January 18, 2023 Page 2
FirstName LastName
David Hamamoto
DiamondHead Holdings Corp.
January 18, 2023
Page 2
Executive Compensation of GSH , page 202
2.Please update the compensation disclosure to include compensation for fiscal year ended
December 31, 2022.
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 Stacie Gorman at 202-551-3585 or David Link at 202-551-3356 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Robert Downes