SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
United States securities and exchange commission logo

                              May 9, 2023

       Michael Nieri
       Chief Executive Officer
       United Homes Group, Inc.
       90 N Royal Tower Drive
       Irmo, SC 29063

                                                        Re: United Homes Group,
Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed April 28,
2023
                                                            File No. 333-271515

       Dear Michael Nieri:

              We have limited our review of your registration statement to
those issues we have
       addressed in our 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.

       Form S-1 filed April 28, 2023

       Prospectus Cover Page, page i

   1.                                                   We note the warrants
are out of the money. Please disclose the likelihood that warrant
                                                        holders will not
exercise their warrants. Provide similar disclosure in the prospectus
                                                        summary, risk factors,
MD&A, and use of proceeds section and disclose that cash
                                                        proceeds associated
with the exercises of the warrants are dependent on the stock price.
                                                        As applicable, describe
the impact on your liquidity and update the discussion on the
                                                        ability of your company
to fund your operations on a prospective basis with your current
                                                        cash on hand.
   2.                                                   We note the significant
number of redemptions of your Class A common stock in
                                                        connection with your
extension meeting and your business combination and that the
                                                        shares being registered
for resale will constitute a considerable percentage of your public
 Michael Nieri
FirstName  LastNameMichael
United Homes   Group, Inc. Nieri
Comapany
May  9, 2023NameUnited Homes Group, Inc.
May 9,
Page 2 2023 Page 2
FirstName LastName
         float. Highlight the significant negative impact sales of shares on
this registration
         statement and your concurrent registration statement could have on the
public trading
         price of the Class A common stock.
Risk Factors, page 7

3.       Please revise to update your risk factor disclosure throughout the
filing and address areas
         that appear to need updating or that present inconsistencies.
Non-exclusive examples of
         areas where disclosure should be updated are as follows:

                Your risk factor disclosure on page 23 states that "[t]here may
be a large number of
              Class A Common Shares that could be sold in the market following
the completion of
              the Business Combination or shortly thereafter." This disclosure
should be revised in
              light of this prospectus facilitating those resales.
                Your risk factor disclosure on page 30 notes that "the Private
Placement Warrants . . .
              may not, subject to certain limited exceptions, be transferred,
assigned or sold by the
              Sponsor or Anchor Investors until 30 days after the completion of
an initial business
              combination." Given that the initial business combination was
consummated on
              March 30, 2023, please update your disclosure here and throughout
your prospectus
              to reflect this development.
4.       Please include an additional risk factor highlighting the negative
pressure potential sales
         of shares pursuant to this registration statement and your concurrent
registration statement
         could have on the public trading price of the Class A common stock. To
illustrate this risk,
         disclose the purchase price of the securities being registered for
resale and the percentage
         that these shares currently represent of the total number of shares
outstanding. Also
         disclose that even though the current trading price is at or
significantly below the SPAC
         IPO price, the private investors in your concurrent registration
statement have an incentive
         to sell because they will still profit on sales because of the lower
price that they purchased
         their shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of
Operation, page
46

5.       It appears that many of the projections for the year ended December
31, 2022, as set forth
         in the unaudited prospective financial information management prepared
and provided to
         the Board, the company   s financial advisors and Diamondhead Holdings
Corp. in
         connection with the evaluation of the Business Combination, were not
met. For example,
         we note that the projected revenues for 2022 were $515.5 million and
your actual 2022
         revenues were approximately $477.0 million and projected home closings
for 2022 were
         1,736, but the actual closings were 1,605, representing a decrease
from 2021. Please
         update your disclosure in Liquidity and Capital Resources, and
elsewhere, to provide
         updated information about the company   s financial position and
further risks to the
         business operations and liquidity in light of these circumstances.
 Michael Nieri
FirstName  LastNameMichael
United Homes   Group, Inc. Nieri
Comapany
May  9, 2023NameUnited Homes Group, Inc.
May 9,
Page 3 2023 Page 3
FirstName LastName
6.       We note your disclosure on page 49 regarding the negative impact on
housing demand
         resulting from increased mortgage rates. Please update your disclosure
to identify actions
         planned or taken, if any, to mitigate this result from inflationary
pressures.
7.       We note your disclosure on page 58 that the Wells Fargo Syndicated
Line will not be
         renewed after its July 2024 maturity date and "[t]he Company is in
active pursuit of
         additional debt arrangements and does not expect any significant
impact from a financial
         statement and liquidity perspective." Please reconcile this disclosure
with that on page 20
         that "[i]f [you] are unable to find a new source of borrowing on
acceptable terms . . . [it]
         could have a material adverse effect on [y]our operations and
financial condition."
8.       In light of the significant number of redemptions from the extension
and business
         combination and the unlikelihood that the company will receive
significant proceeds from
         exercises of the warrants because of the disparity between the
exercise price of the
         warrants and the current trading price of the Class A common stock,
expand your
         discussion of capital resources to address any changes in the company
 s liquidity position
         since the business combination. If the company is likely to have to
seek additional capital,
         discuss the effect of this offering on the company   s ability to
raise additional capital.
Principal Stockholders, page 97

9.       Please revise to identify the natural person(s) with voting and/or
dispositive control over
         the shares held by Antara Capital, PWN Trust 2018, MEN Trust 2018, and
PMN Trust
         2018. Refer to Item 403 of Regulation S-K.
Signatures, page II-7

10.      Please include the signature of your principal accounting officer or
controller. Refer to
         Instruction 1 to Signatures on Form S-1.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 Michael Nieri
United Homes Group, Inc.
May 9, 2023
Page 4

       You may contact Isabel Rivera at 202-551-3518 or Pam Howell at
202-551-3357 if you
have any questions.

                                                        Sincerely,
FirstName LastNameMichael Nieri
                                                        Division of Corporation
Finance
Comapany NameUnited Homes Group, Inc.
                                                        Office of Real Estate &
Construction
May 9, 2023 Page 4
cc:       Andrew M. Tucker
FirstName LastName
</TEXT>
</DOCUMENT>