SEC Comment Letter 0000000000-23-007142 to United Homes Group, Inc. (UHG, UHGWW) (CIK 0001830188) (UHG)
United Homes Group, Inc. (UHG, UHGWW) (CIK 0001830188)
Date: July 5, 2023 · CIK: 0001830188 · Accession: 0000000000-23-007142
AI Filing Summary & Sentiment
File numbers found in text: 333-271527
Letter
United States securities and exchange commission logo July 5, 2023 Michael Nieri Chief Executive Officer United Homes Group, Inc. 90 N Royal Tower Drive Irmo, SC 29063
Re: United Homes Group, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed June 28, 2023 File No. 333-271527
Dear Michael Nieri:
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 May 9, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed June 28,
Prospectus Cover Page, page i
1. We note your response to comments 1 and 2 and reissue the comments in part. Please revise your disclosure to clarify the price per share each selling stockholder paid for the securities, whether originally purchased through the PIPE Investment or Convertible Notes. We note, for example, that your financial statements disclose that certain PIPE Investors purchased their shares at $10.00 per share and/or $0.01 per share. In addition, please clearly state the price paid for by public stockholders acquiring their shares. 2. Please revise when discussing the percentage of common stock outstanding relating to the notes to exclude the exercise of the warrants. Please also revise when discussing the resale registration to exclude the notes and the warrants. In addition, please separately Michael Nieri United Homes Group, Inc. July 5, 2023 Page 2 calculate the total percentages being registered on this and the concurrent registration statement. Please clearly reflect that the common stock being registered includes the common stock upon exercise of the warrants. 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
July 5, 2023 Page 2
cc: Andrew M. Tucker
FirstName LastName
Show Raw Text
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<TEXT>
United States securities and exchange commission logo
July 5, 2023
Michael Nieri
Chief Executive Officer
United Homes Group, Inc.
90 N Royal Tower Drive
Irmo, SC 29063
Re: United Homes Group,
Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed June 28, 2023
File No. 333-271527
Dear Michael Nieri:
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 May
9, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed June 28,
2023
Prospectus Cover Page, page i
1. We note your response
to comments 1 and 2 and reissue the comments in part. Please
revise your disclosure
to clarify the price per share each selling stockholder paid for the
securities, whether
originally purchased through the PIPE Investment or Convertible
Notes. We note, for
example, that your financial statements disclose that certain PIPE
Investors purchased
their shares at $10.00 per share and/or $0.01 per share. In addition,
please clearly state
the price paid for by public stockholders acquiring their shares.
2. Please revise when
discussing the percentage of common stock outstanding relating to the
notes to exclude the
exercise of the warrants. Please also revise when discussing the
resale registration to
exclude the notes and the warrants. In addition, please separately
Michael Nieri
United Homes Group, Inc.
July 5, 2023
Page 2
calculate the total percentages being registered on this and the
concurrent registration
statement. Please clearly reflect that the common stock being registered
includes the
common stock upon exercise of the warrants.
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
July 5, 2023 Page 2
cc: Andrew M. Tucker
FirstName LastName
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