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November 22, 2022

VIA EDGAR

U.S. Securities and Exchange Commission,

       Division of Corporation Finance,

           Office of Real Estate & Construction,

                  100 F Street, N.E.,

                      Washington, D.C. 20549.

Attention:
Jeffrey Lewis

   Jennifer Monick

   Ronald Alpher

   David Link

 Re: DiamondHead Holdings Corp.

                                            Registration Statement on Form S-4

                                            Filed October 11, 2022

                                            File No. 333-267820

Ladies and Gentlemen:

On behalf of our client,
DiamondHead Holdings Corp. (the “Company”), we are filing this letter in response to comments from the staff (the
 “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) contained in a letter,
dated November 8, 2022, with respect to the Company’s Registration Statement on Form S-4 filed with the Commission on
October 11, 2022.

The Company is concurrently
filing via EDGAR Amendment No. 1 to the Registration Statement on Form S-4 (“Amendment No. 1”), which
reflects the Company’s responses to the comments received by the Staff and certain updated information.

To
facilitate the Staff’s review, we have included in this letter the caption and comment from the Staff’s comment letter
in bold text and have provided the Company’s response immediately following each comment including, where applicable, a cross-reference
to the location in Amendment No. 1 of changes made in response to the Staff’s comment. Capitalized terms used, but not defined,
herein have the meanings given to such terms in Amendment No. 1.

U.S. Securities and Exchange Commission

November 22, 2022

Page 2

Registration Statement on Form S-4 filed October 11,
2022

Cover page

 1. On the cover page, please revise to quantify the interests in the business
                                            combination that the Sponsor, its affiliates, and DHHC’s directors and officers have
                                            that may be different from, in addition to, or may conflict with the interests of DHHC stockholders
                                            which may incentivize them to complete the business combination.

Response:
The Company has revised the disclosure on the cover page of Amendment No. 1 to address the Staff’s comment.

 2. Please revise your cover page to indicate and define the Minimum
                                            Cash Condition.

Response:
The Company has revised the disclosure on the cover page of Amendment No. 1 to address the Staff’s comment.

Selected Definitions and Basis of Presentation, page vi

 3. We note your statement, on page viii, that “Certain sections
                                            in this proxy statement/prospectus also refer to a 25% redemption scenario, 50% redemption
                                            scenario and/or a maximum redemption scenario. Unless otherwise specified, that scenario
                                            assumes for illustrative purposes that all of the assumptions described above apply, except
                                            that (i) . . . (iii) in respect of the maximum redemption scenario, 22,024,388
                                            Public Shares (including all of the Public Shares held by the Anchor Investors) are redeemed
                                            and the Minimum Cash Condition has not been waived by GSH, resulting in an aggregate payment
                                            of approximately $220,243,880 million from the Trust Account.” It appears to us
                                            that the assumptions you use throughout your prospectus is that the maximum redemption is
                                            $220 million from the $345 million in the Trust account so that $125 million
                                            remaining in the Trust Account satisfies the $125 million minimum cash requirement of
                                            GSH. We do not understand your basis for this assumption given that a greater number of shareholders
                                            than 22,024,388 may seek to redeem their shares. It appears that the maximum redemption should
                                            reflect the maximum redemptions possible. Please revise as appropriate.

Response: The Company has revised the disclosures
in Amendment No. 1, including on pages viii, xii-xiii, 23-26 and 69  thereof, to address the Staff’s comment.

U.S. Securities and Exchange Commission

November 22, 2022

Page 3

Questions and Answers About The Business Combination, page ix

 4. We note your disclosure on page x that each GSH Option will be
                                            exchanged for an option to purchase a number of UHG Class A Common Shares and each GSH
                                            Warrant will be converted into a warrant to acquire a number of UHG Class A Common Shares.
                                            Please revise your filing to disclose the number of options to be issued and the terms and
                                            the amount of warrants to be issued and the terms under both the minimum and maximum redemption
                                            scenarios.

Response:
The Company has revised the disclosure in Amendment No. 1, including on pages x-xi, 2-3, 194 and 221 thereof, to address the
Staff’s comment with respect to the number and terms of the options and warrants. As reflected in the sensitivity table on
pages xii-xiii of Amendment No. 1, the amount of options and warrants to be issued will not vary under the minimum and maximum
redemption scenarios; rather, the percentage of overall ownership may be impacted depending upon the amount of redemptions, the
impact of which is reflected in such table.

Risk Factors

The Sponsor and DHHC’s directors, officers and their affiliates may elect to purchase Public Shares, page 50

 5. We note disclosure in your risk factor that your sponsor, officers,
                                            directors and affiliates may purchase shares from public holders for the purpose of voting
                                            those shares in favor of a proposed business combination, thereby increasing the likelihood
                                            of the completion of the combination. Please explain how such purchases would comply with
                                            the requirements of Rule 14e-5 under the Exchange Act. Refer to Tender Offer Rules and
                                            Schedules Compliance and Disclosure Interpretation 166.01 for guidance.

Response:
The Company acknowledges the Staff’s comment and confirms that as of the date of Amendment No. 1, none of the Company’s
Sponsor, directors, officers or respective affiliates, directly or indirectly, have made any purchases of Public Shares. The Company
advises the Staff that any purchases of Public Shares made pursuant to the terms of the Financing Commitment
Letter will not be subject to Rule 14e-5 of the Exchange Act pursuant to the exception provided by Rule 14e-5(b)(7) for
purchases pursuant to contractual obligations because (i) the Financing Commitment Letter was entered into by the parties thereto
prior to the public announcement of the Company’s entry into the Business Combination Agreement, (ii) the obligations set
forth in the Financing Commitment Letter are binding on all parties thereto, and (iii) the commitment to purchase Public Shares
contemplated by the Financing Commitment Letter was disclosed in connection with the announcement of the Business Combination Agreement
and the material terms therein have been disclosed. Further, any other purchase of Public Shares by the Company’s Sponsor,
directors, officers or respective affiliates will comply with Tender Offer Rules and Schedules
Compliance and Disclosure Interpretation 166.01, including that any such shares will not be voted in favor of the Business Combination
Proposal. The Company has revised the disclosure on page 53 of Amendment No. 1 to clarify that any such purchases of
Public Shares will comply with Rule 14e-5.

U.S. Securities and Exchange Commission

November 22, 2022

Page 4

Unaudited Pro Forma Condensed Combined Financial Information

Notes to the Unaudited Pro Forma Condensed Combined Financial Information, page 69

 6. We note your footnote 1 that aggregate potential consideration
                                            will be $700 million less adjustments for cash and net debt. Please tell us how your
                                            potential consideration (i.e. number of UGH Class A and B Common shares and Earn Out
                                            Shares) results in a consideration value of $700 million less adjustments for cash and
                                            net debt.

Response:
The Company has revised the disclosure on page 73 of Amendment No. 1 to express the aggregate potential consideration
of $700 million for the Business Combination, based on (i) the Closing Consideration of $500 million minus GSH’s estimated
closing indebtedness plus GSH’s estimated closing cash payable in UHG Class A Common Shares and UHG Class B Common
Shares valued at $10 per share plus UHG Class A Common Shares underlying the Rollover Options and the Assumed Warrants and (ii) up
to $200 million in additional earnout consideration payable in the form of the contingent right to receive the Earn Out Shares.

 7. We note your adjustment 3c. Please tell us how you determined it is
                                            appropriate to record the impact of transaction costs in the line item for prepaid expenses
                                            and other current assets.

Response:
The Company has revised the disclosure on page 76 of Amendment No. 1 to address the Staff’s comment. With respect to pro forma
adjustment 3(c), the Company submits that $1.5 million of deferred offering costs is recorded within the total $23.6 million and $18.2
million adjustment to additional paid-in capital under the no redemption and maximum redemption scenarios, respectively.

 8. We note your adjustments 3(d)(7), 4(d) and 5(d) and we note
                                            your footnote 7. Please address the following:

 · Please
                                            clarify for us how you derived the amount for 3(d)(7); in this regard, please clarify how
                                            the amount for APIC and retained earnings is less than the sum of the stock compensation
                                            expense for the year ended December 31, 2021 and the six months ended June 30,
                                            2022.

 · Please
                                            revise to disclose the inputs and assumptions used to value the earnout consideration issuable
                                            to holders of GSH options.

Response:
To address the Staff’s comment, the Company has adjusted APIC and retained earnings in adjustment 3(d)(7) on page 77
of Amendment No. 1 to reflect the sum of the stock compensation expense for the year ended December 31, 2021, and the nine
months ended September 30, 2022, reflected in adjustments 4(d) and 5(d) on pages 78 and 79 of Amendment No. 1,
respectively. Additionally, the Company has updated footnote 7 of the Notes to the Unaudited Pro Forma Condensed Combined Financial
Information on pages 80-81 of Amendment No. 1 to disclose the quantitative inputs and material assumptions used in the
valuation of the fair value of Earn Out Shares issuable to GSH Option Holders.

 9. We note your adjustments 3e, 4a and 5a. Please tell us and revise to
                                            clarify your basis for your determination that the markup on land should be 15%. Please revise
                                            to disclose any material uncertainties, if any, with respect to this adjustment. Please refer
                                            to Rule 11-02 of Regulation S-X.

Response:
The Company has revised the disclosures relating to adjustments 3(e), 4(a) and 5(a) on pages 77-78 of Amendment No. 1 to address the
Staff’s comment.

U.S. Securities and Exchange Commission

November 22, 2022

Page 5

 10. Please
                                            tell us how you determined it was unnecessary to reflect the income tax expense impact from
                                            your Autonomous Entity Adjustments. Please refer to Rule 11-02 of Regulation S-X.

Response:
The Company has revised the Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2021, and
the nine months ended September 30, 2022, on pages 71 and 72 of Amendment No. 1, respectively, to reflect the income tax expense impact
from Autonomous Entity Adjustments, and has reflected this adjustment in footnote 4(a)(2) and 5(a)(2) of the Notes to the Unaudited Pro
Forma Condensed Combined Financial Information on pages 77 and 78 of Amendment No. 1, respectively.

 11. We note your adjustments for transaction costs at 4b and 5b. Please
                                            tell us and revise your filing to clarify how you derived the amounts you reflected as pro
                                            forma adjustments for transaction costs.

Response: The Company has revised the disclosures relating
to adjustments for transaction costs at 5(d) on page 79 to address the Staff’s comment.

 12. We note your footnote 7. Please revise to disclose the quantitative
                                            inputs and assumptions used to calculate the fair value of the earnout.

Response:
The Company has revised the disclosure on pages 80-81 of Amendment No. 1 to address the Staff’s Comment.

Legal Proceedings, page 109

 13. We note your brief discussion of the class action and derivative lawsuits
                                            in connection with the DiamondPeak-Lordstown Motors merger and claims relating to Lordstown
                                            vehicle pre-orders and production time line. Please revise to address in greater detail the
                                            factual allegations of the lawsuits and the compensation and relief sought in each lawsuit.

Response:
The Company has revised the disclosure on pages 117-118 of Amendment No. 1 to address the Staff’s comment.

U.S. Securities and Exchange Commission

November 22, 2022

Page 6

DHHC Management’s Discussion and Analysis of Financial Condition
and Results of Operations Controls and Procedures, page 122

 14. We note your disclosure on page 122 that your Chief Executive
                                            Officer and Chief Financial Officer concluded that your disclosure controls and procedures
                                            were effective as of June 30, 2022. We further note your disclosure on page 57
                                            that your management has concluded that your disclosure controls and procedures were not
                                            effective as of June 30, 2022. Please revise or advise.

Response:
The Company has revised the disclosure on page 132 of Amendment No. 1 to address the Staff’s comment.

Information about GSH

Owned and Controlled Lots, page 138

 15. We