UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington,~~WASHINGTON, D.C. 20549

FORM 10-Q

~~(Mark One)~~


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, ~~2022~~2023


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ___

Commission File ~~No.~~Number: 001-39936

United Homes Group, Inc.

(Exact name of Registrant as specified in its charter)


~~DIAMONDHEAD HOLDINGS CORP.~~
~~(Exact name of registrant as specified in its charter)~~

Delaware		85-3460766
(State or other jurisdiction of ~~incorporation)~~		~~(IRS Employer Identification No.)~~

~~250 Park Ave. 7th Floor,~~~~New York~~, ~~New York~~incorporation or organization)

~~10177~~(IRS Employer

Identification No.)

~~(Address of principal executive offices)~~

~~(Zip Code)~~

(~~212~~) ~~572-6260~~

~~(Registrant’s telephone number, including area code)~~

~~Not Applicable~~

~~(Former name or former address, if changed since last report)~~

90 N Royal Tower Drive,

Irmo, South Carolina29063

(Address of principal executive offices)

(844) 766-4663

(Registrant’s telephone number)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of ~~each class~~Each Class	Trading Symbol(s)	Name of ~~each exchange~~Each Exchange on ~~which registered~~Which Registered
~~Units, each consisting of one share of~~ Class A ~~common stock, $0.0001 per value and one-fourth of one redeemable warrant~~Common Shares	UHG	The Nasdaq Stock Market LLC
	~~DHHCU~~	~~The Nasdaq Stock Market LLC~~
~~Class A common stock, par value $0.0001 per share~~	~~DHHC~~	~~The Nasdaq Stock Market LLC~~
Warrants, each whole warrant exercisable for one ~~share of~~ Class A ~~common stock,~~Common Share, each at an exercise price of $11.50 per share	~~DHHCW~~UHGWW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ No ☐

As of August ~~15, 2022, 34,500,000 shares of~~9, 2023, 11,382,296 Class A ~~common stock,~~Common Shares, par value $0.0001 per share, and ~~8,625,000 shares of~~36,973,877 Class B ~~common stock,~~Common Shares, par value $0.0001 per share, were issued and outstanding.

Table of Contents

~~DIAMONDHEAD HOLDINGS CORP.~~FORM 10-Q

~~Quarterly Report on Form 10-Q~~UNITED HOMES GROUP, INC.

TABLE OF CONTENTS

~~Table of Contents~~


		~~Page No.~~
~~PART I. FINANCIAL INFORMATION~~
				Page No.
PART I.		FINANCIAL INFORMATION		3
Item 1.		Condensed Consolidated Financial ~~Statements~~Statements:	1	3

	Condensed Consolidated Balance Sheets as of June 30, ~~2022~~2023 (unaudited) and December 31, ~~2021~~2022	1	3

	~~Unaudited~~ Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022 ~~and 2021~~(unaudited)	2

	~~Unaudited Condensed Statements of Changes in Shareholders’ Equity (Deficit) for the Three and Six Months Ended June 30, 2022 and 2021~~	3

	~~Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021~~	4
		Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2023 and 2022 (unaudited)
	~~Notes to Unaudited Condensed Financial Statements~~	5
		Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (unaudited)		7
		Notes to Condensed Consolidated Financial Statements (unaudited)		8
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
		33
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	22
		47
Item 4.		Controls and Procedures	22
		48
PART II.		OTHER INFORMATION
		50
Item 1.		Legal Proceedings	23
		50
Item 1A.		Risk Factors	23
		50
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds ~~from Registered Securities~~	24
		50
Item 3.		Defaults Upon Senior Securities	24
		50
Item 4.		Mine Safety Disclosures	24
		50
Item 5.		Other Information	24
		50
Item 6.		Exhibits	25

~~SIGNATURES~~		2650

Table of Contents

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this Quarterly Report on Form 10-Q, other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable. Such statements include, in particular, statements about our plans, strategies, and prospects and are subject to certain risks and uncertainties, including known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “should,” “could,” “would,” “expect,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “seek,” “continue,” or other similar words. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this report is filed with the Securities and Exchange Commission. We cannot guarantee the accuracy of any such forward-looking statements contained in this Form 10-Q, and we do not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. For further information regarding risks and uncertainties associated with our business, and important factors that could cause our actual results to vary materially from those expressed or implied in such forward-looking statements, please refer to the factors listed and described in this report and in our other Securities and Exchange Commission (“SEC”) filings.

Table of Contents

PART ~~I -~~I. FINANCIAL INFORMATION

Item 1. ~~Condensed~~ Financial ~~Statements.~~Statements

~~DIAMONDHEAD HOLDINGS CORP.~~UNITED HOMES GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

JUNE 30, 2023 (UNAUDITED) AND DECEMEBER 31, 2022

June 30, 2022

December 31, 2021

(unaudited)

Assets:

Current assets:

Cash

$
42,928

$
252,601
Prepaid expenses

208,192

240,075
Total current assets

251,120

492,676
Investments held in Trust Account

345,249,812

345,020,717
Total Assets

$
345,500,932

$
345,513,393

Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit:

Current liabilities:

Accounts payable

$
41,941

$
54,391
Accrued expenses

250,950

120,000
Income tax payable

62,878

—
Franchise tax payable

7,523

114,645
Total current liabilities

363,292

289,036
Deferred underwriting commissions

12,075,000

12,075,000
Derivative warrant liabilities

1,455,830

8,794,330
Total liabilities

13,894,122

21,158,366

Commitments and Contingencies (Note 6)

Class A common stock subject to possible redemption, $0.0001 par value; 34,500,000 shares at $10.002 and $10.00 per share redemption value at June 30, 2022 and December 31, 2021, respectively

345,076,542

345,000,000

Stockholders’ Deficit:

Preferred stock, $0.0001 par value; 10,000,000 shares authorized; NaN issued or outstanding

—

—
Class A common stock, $0.0001 par value; 300,000,000 shares authorized; 0 non-redeemable shares issued or outstanding at June 30, 2022 and December 31, 2021

—

—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 8,625,000 shares issued and outstanding at June 30, 2022 and December 31, 2021

863

863
Additional paid-in capital

—

—
Accumulated deficit

(13,470,595)

(20,645,836)
Total stockholders’ deficit

(13,469,732)

(20,644,973)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit

$
345,500,932

$
345,513,393


	June 30, 2023		December 31, 2022
ASSETS
Cash and cash equivalents	$	92,741,831	$	12,238,835
Accounts receivable, net		1,919,934		1,976,334
Inventories:
Homes under construction and finished homes		89,756,401		163,997,487
Developed lots		24,801,833		16,205,448
Due from related party		8,420,919		1,437,235
Related party note receivable		647,106		—
Lot purchase agreement deposits		16,416,693		3,804,436
Investment in Joint Venture		822,568		186,086
Property and equipment, net		639,470		1,385,698
Operating right-of-use assets		656,772		1,001,277
Deferred tax asset		3,495,518		—
Prepaid expenses and other assets		6,565,316		6,112,044
Total Assets	$	246,884,361	$	208,344,880

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	18,031,023	$	22,077,240
Homebuilding debt and other affiliate debt		63,961,416		120,797,006
Operating lease liabilities		656,772		1,001,277
Other accrued expenses and liabilities		4,759,106		5,465,321
Income tax payable		1,320,104		—
Derivative liabilities		208,155,641		—
Convertible note payable		67,133,585		—
Total Liabilities		364,017,647		149,340,844

Commitments and contingencies (Note 11)

Class A common stock, $0.0001 par value; 350,000,000 shares authorized; 11,381,736 shares issued and outstanding on June 30, 2023, and December 31, 2022, respectively. ⁽¹⁾		1,137		37
Class B common stock, $0.0001 par value; 60,000,000 shares authorized; 36,973,877 shares issued and outstanding on June 30, 2023, and December 31, 2022, respectively. ⁽¹⁾		3,697		3,697
Preferred Stock, $0.0001 par value; 40,000,000 shares authorized; none issued or outstanding.		—		—
Additional paid-in capital ⁽¹⁾		764,887		1,422,630
Retained Earnings/(accumulated deficit) ⁽¹⁾		(117,903,007)		57,577,672
Total Stockholders’ equity ⁽¹⁾		(117,133,286)		59,004,036
Total Liabilities and Stockholders’ equity	$	246,884,361	$	208,344,880

(1)	Retroactively restated as of December 31, 2022 for the Reverse Recapitalization as a result of the Business Combination as described in Notes 1 and 2.

The accompanying notes to the condensed consolidated financial statements are an integral part of these ~~unaudited condensed financial~~ statements.

Table of Contents

~~DIAMONDHEAD HOLDINGS CORP.~~UNITED HOMES GROUP, INC.

~~UNAUDITED~~ CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended June 30,

For the Six Months Ended June 30,


2022

2021

2022

2021

General and administrative expenses

$
307,205

$
124,777

$
443,709

$
767,137
Franchise tax expense

49,315

49,315

98,082

97,584
Loss from operations

(356,520)

(174,092)

(541,791)

(864,721)
Change in fair value of derivative warrant liabilities

3,553,340

(6,988,000)

7,338,500

(2,739,170)
Financing costs - derivative warrant liabilities

—

—

—

(449,070)
Income from investments held in Trust Account

489,794

5,243

517,952

8,873
Net income (loss) before income tax expense

3,686,614

(7,156,849)

7,314,661

(4,044,088)
Income tax expense

62,878

—

62,878

—
Net income (loss)

$
3,623,736

$
(7,156,849)

$
7,251,783

$
(4,044,088)

Weighted average shares outstanding of Class A common stock

34,500,000

34,500,000

34,500,000

29,353,591
Basic and diluted net income (loss) per share, Class A common stock

$
0.08

$
(0.17)

$
0.17

$
(0.11)

Basic weighted average shares outstanding of Class B common stock

8,625,000

8,625,000

8,625,000

8,457,182
Basic and diluted net income (loss) per share, Class B common stock

$
0.08

$
(0.17)

$
0.17

$
(0.11)

~~The accompanying notes are an integral part of these unaudited condensed financial statements.~~

~~Table of Contents~~

~~DIAMONDHEAD HOLDINGS CORP.~~

~~UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT~~

~~FOR THE~~ THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)


	Common Stock										Total		Three Months Ended June 30,				Six Months Ended June 30,
	Class A			Class B			Additional Paid-In		Accumulated		Stockholders’		2023		2022		2023		2022
Revenue, net of sales discounts													$	122,091,629	$	142,468,681	$	216,918,331	$	250,905,541
Cost of sales														98,174,149		101,458,330		176,223,078		182,623,290
Gross profit														23,917,480		41,010,351		40,695,253		68,282,251
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance - December 31, 2021	—	$	—	8,625,000	$	863	$	0	$	(20,645,836)	$	(20,644,973)
Selling, general and administrative expense														16,335,318		15,200,745		33,022,719		25,625,795
Net income from operations														7,582,162		25,809,606		7,672,534		42,656,456

Other (expense) income, net														(2,295,330)		92,400		(2,092,615)		263,478
Equity in net earnings from investment in joint venture														390,674		—		636,482		—
Change in fair value of derivative liabilities														242,342,979		—		35,278,491		—
Income before taxes														248,020,485		25,902,006		41,494,892		42,919,934
Income tax expense														(2,657,726)		—		(636,461)		—
Net income	—		—	—		—		0		3,628,047		3,628,047	$	245,362,759	$	25,902,006	$	40,858,431	$	42,919,934
Balance - March 31, 2022 (unaudited)	—	$	—	8,625,000	$	863	$	0	$	(17,017,789)	$	(17,016,926)
Remeasurement of Class A common stock subject to redemption	—		—	—		—		0		(76,542)		(76,542)
Net income	—		—	—		—		0		3,623,736		3,623,736
Balance - June 30, 2022 (unaudited)	—	$	—	8,625,000	$	863	$	0	$	(13,470,595)	$	(13,469,732)

Basic and diluted earnings per share
Basic													$	5.10	$	0.69	$	0.95	$	1.15
Diluted													$	4.27	$	0.69	$	0.89	$	1.15

Basic and diluted weighted-average number of shares ⁽¹⁾
Basic														48,122,141		37,347,350		42,877,744		37,347,350
Diluted														57,874,253		37,444,348		48,800,225		37,395,849

(1)	Retroactively restated for the three and six months ending June 30, 2022 for the Reverse Recapitalization as a result of the Business Combination as described in Notes 1 and 2.

~~FOR THE~~ The accompanying notes to the condensed consolidated financial statements are an integral part of these statements.

Table of Contents

UNITED HOMES GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

THREE AND SIX MONTHS ENDED JUNE 30, ~~2021~~2023 AND 2022 (UNAUDITED)

Common Stock

Additional

Total

Class A

Class B

Paid-In

Accumulated

Stockholders’


Shares

Amount

Shares

Amount

Capital

Deficit

Equity (Deficit)
Balance - December 31, 2020

—

$
—

8,625,000

$
863

$
24,137

$
(1,892)

$
23,108
Excess of cash received over fair value of private placement warrants

—

—

—

—

3,500,670

—

3,500,670
Accretion of Class A common stock to redemption amount

—

—

—

—

(3,524,807)

(23,352,185)

(26,876,992)
Net income

—

—

—

—

—

3,112,761

3,112,761
Balance - March 31, 2021 (unaudited)

—

$
—

8,625,000

$
863

$
—

$
(20,241,316)

$
(20,240,453)
Net loss

—

—

—

—

—

(7,156,849)

(7,156,849)
Balance - June 30, 2021 (unaudited)

—

$
—

8,625,000

$
863

$
—

$
(27,398,165)

$
(27,397,302)


	Common stock						Additional				Shareholders’ and		Net Due To and Due		Total
	Class A			Class B			paid-in		Retained		other affiliates’		From Shareholders		Stockholders’
	Shares	Amount		Shares	Amount		capital		earnings		net investment		and Other Affiliates		Equity
Balance as of December 31, 2021 as originally reported	—	$	—	—	$	—	$	—	$	—	$	83,586,722	$	(17,028,310)	$	66,558,412
Retroactive application of recapitalization	373,473		37	36,973,877		3,697		—		66,554,678		(83,586,722)		17,028,310		—
Adjusted balance as of December 31, 2021	373,473		37	36,973,877		3,697		—		66,554,678		—		—		66,558,412
Distributions and net transfer to shareholders and other affiliates	—		—	—		—		—		(20,766,162)		—		—		(20,766,162)
Stock-based compensation expense	—		—	—		—		1,268,222		—		—		—		1,268,222
Net Income	—		—	—		—		—		17,017,928		—		—		17,017,928
Balance as of March 31, 2022	373,473		37	36,973,877		3,697		1,268,222		62,806,444		—		—		64,078,400
Distributions and net transfer to shareholders and other affiliates	—		—	—		—		—		(24,415,179)		—		—		(24,415,179)
Stock-based compensation expense	—		—	—		—		53,288		—		—		—		53,288
Net Income	—		—	—		—		—		25,902,006		—		—		25,902,006
Balance as of June 30, 2022	373,473	$	37	36,973,877	$	3,697	$	1,321,510	$	64,293,271	$	—	$	—	$	65,618,515

Table of Contents


	Common stock						Additional		Retained		Total
	Class A			Class B			paid-in		Earnings		Stockholders’
	Shares	Amount		Shares	Amount		capital		(Accumulated Deficit)		Equity
Balance as of December 31, 2022	373,473	$	37	36,973,877	$	3,697	$	1,422,630	$	57,577,672	$	59,004,036
Distributions and net transfer to shareholders and other affiliates	—		—	—		—		—		(4,193,093)		(4,193,093)
Stock-based compensation expense	—		—	—		—		51,079		—		51,079
Forfeiture of private placement warrants	—		—	—		—		890,001		—		890,001
Issuance of common stock upon the reverse recapitalization, net of transaction costs	8,492,537		849	—		—		17,869,735		—		17,870,584
Issuance of common stock related to PIPE Investment	1,333,963		133	—		—		9,501,782		—		9,501,915
Issuance of common stock related to lock-up agreement	421,100		42	—		—		4,194		—		4,236
Recognition of derivative liability related to earnout	—		—	—		—		(242,211,404)		—		(242,211,404)
Recognition of derivative liability related equity incentive plan	—		—	—		—		(1,189,685)		—		(1,189,685)
Earnout stock-based compensation expense for UHG employee options	—		—	—		—		4,448,077		—		4,448,077
Transaction costs related to reverse recapitalization	—		—	—		—		(2,932,426)		—		(2,932,426)
Net Loss	—		—	—		—		—		(204,504,328)		(204,504,328)
Reclassification of negative APIC	—		—	—		—		212,146,017		(212,146,017)		—
Balance as of March 31, 2023	10,621,073		1,061	36,973,877		3,697		—		(363,265,766)		(363,261,008)
Stock-based compensation expense	—		—	—		—		410,530		—		410,530
Exercise of stock options under the 2023 Plan	12,643		1	—		—		132,411		—		132,412
Forfeiture of stock options under the 2023 Plan	—		—	—		—		479,742		—		479,742
Exercise of stock warrants	748,020		75	—		—		(75)		—		—
Transaction costs related to equity issuance	—		—	—		—		(257,721)		—		(257,721)
Net Income	—		—	—		—		—		245,362,759		245,362,759
Balance as of June 30, 2023	11,381,736	$	1,137	36,973,877	$	3,697	$	764,887	$	(117,903,007)	$	(117,133,286)

The shares of the Company’s common stock, prior to the Business Combination (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 373.47 (“Exchange Ratio”) established in the Business Combination.

The accompanying notes to the condensed consolidated financial statements are an integral part of these ~~unaudited condensed financial~~ statements.

Table of Contents

~~DIAMONDHEAD HOLDINGS CORP.~~UNITED HOMES GROUP, INC.

~~UNAUDITED~~ CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)

For the Six Months Ended June 30,

2022

2021
Cash Flows from Operating Activities:

Net income (loss)

$
7,251,783

$
(4,044,088)
Adjustments to reconcile net income (loss) to net cash used in operating activities:

Interest withdrawn from trust to pay for tax obligations

288,858

—
Change in fair value of derivative warrant liabilities

(7,338,500)

2,739,170
Financing costs - derivative warrant liabilities

—

449,070
Income from investments held in Trust Account

(517,952)

(8,873)

Changes in operating assets and liabilities:

Prepaid expenses

31,882

(352,584)
Accounts payable

(12,450)

66,277
Accrued expenses

200,950

(127,415)
Franchise tax payable

(107,122)

50,499
Income tax payable

62,878

—
Net cash used in operating activities

(139,673)

(1,227,944)

Cash Flows from Investing Activities

Cash deposited in Trust Account

��

(345,000,000)
Net cash used in investing activities

—

(345,000,000)

Cash Flows from Financing Activities:

Repayment of note payable

—

(130,000)
Proceeds received from initial public offering, gross

—

345,000,000
Proceeds received from private placement

—

8,900,000
Offering costs paid

(70,000)

(7,143,422)
Net cash (used by) provided by financing activities

(70,000)

346,626,578

Net (decrease) increase in cash

(209,673)

398,634

Cash - beginning of the period

252,601

16,110
Cash - end of the period

$
42,928

$
414,744

Supplemental disclosure of noncash financing activities:

Remeasurement of Class A common stock subject to possible redemption

$
76,542

$
—
Offering costs included in accrued expenses

$
—

$
70,000
Deferred underwriting commissions

$
—

$
12,075,000
Offering costs charged to additional paid-in capital in connection with the initial public offering

$
—

$
588,562


	Six Months Ended June 30,
	2023		2022
Cash flows from operating activities:
Net income	$	40,858,431	$	42,919,934
Adjustments to reconcile net (loss) income to net cash flows from operating activities:
Bad debt expense		83,126		—
Investment earnings in joint venture		(636,482)		—
Depreciation		130,880		175,217
Gain on sale of property and equipment		(56,543)		—
Amortization of deferred financing costs		335,894		202,008
Amortization of discount on convertible notes		419,309		—
Non cash interest income		(13,181)		—
Stock compensation expense		4,909,686		1,321,510
Amortization of operating lease right-of-use assets		408,278		271,287
Change in fair value of contingent earnout liability		(42,499,827)		—
Change in fair value of warrant liabilities		7,308,915		—
Change in fair value of equity incentive plan		(87,579)		—
Deferred tax asset		(1,625,208)		—
Net change in operating assets and liabilities:
Accounts receivable		(26,726)		(929,446)
Related party receivable		(6,983,684)		—
Inventories		65,644,701		(20,490,459)
Lot purchase agreement deposits		(10,090,631)		(620,436)
Prepaid expenses and other assets		(440,212)		797,072
Accounts payable		(6,826,638)		14,540,918
Operating lease liabilities		(408,278)		(271,287)
Income tax payable		618,233		—
Other accrued expenses and liabilities		(706,215)		672,062
Net cash flows provided by operating activities		50,316,249		38,588,380
Cash flows from investing activities:
Purchases of property and equipment		(59,229)		(80,703)
Proceeds from the sale of property and equipment		66,100		13,807
Proceeds from promissory note issued in exchange for sale of fixed assets		31,095		—
Capital contribution in joint venture		—		(49,000)
Net cash flows provided by (used in) investing activities		37,966		(115,896)
Cash flows from financing activities:
Proceeds from homebuilding debt		42,083,334		66,000,000
Repayments of homebuilding debt		(87,874,118)		(62,421,057)
Proceeds from other affiliate debt		136,773		5,590,194
Repayments of other affiliate debt		—		(918,453)
Payment of deferred financing costs		(469,585)		—
Repayments on equipment financing		—		(16,852)
Distributions and net transfer to shareholders and other affiliates		(17,896,302)		(58,701,411)
Proceeds from convertible note, net of transaction costs		71,500,000		—
Proceeds from PIPE investment and lock up		4,720,427		—
Proceeds from Business Combination, net of SPAC transaction costs		30,336,068		—
Payment of equity issuance costs		(257,721)		—
Payment of transaction costs		(12,134,293)		—
Proceeds from exercise of employee stock options		4,198		—
Net cash flows provided by (used in) financing activities		30,148,781		(50,467,579)

Net change in cash and cash equivalents		80,502,996		(11,995,095)
Cash and cash equivalents, beginning of year		12,238,835		51,504,887
Cash and cash equivalents, end of year	$	92,741,831	$	39,509,792
Supplemental cash flow information:

Cash paid for interest	$	8,037,484	$	1,711,843
Cash paid for income taxes	$	1,643,436	$	—

Non-cash investing and financing activities:
Additions of right-of-use lease assets and liabilities		—		1,149,832
Acquisition of developed lots from related parties in settlement of due from Other Affiliates		—		13,520,070
Promissory note issued in exchange for sale of fixed assets		665,020		—
Settlement of co-obligor debt to affiliates		8,340,545		—
Release of guarantor from GSH to shareholder		2,841,034		—
Noncash distribution to owner’s of Other Affiliates		12,671,122		—
Earnest money receivable from Other Affiliates		2,521,626		—
Recognition of previously capitalized deferred transaction costs		2,932,426		—
Modification to existing lease		(43,169)		—
Recognition of derivative liability related to earnout		242,211,404		—
Recognition of derivative liability related to equity incentive plan		1,189,685		—
Recognition of warrant liability upon Business Combination		1,531,000		—
Forfeiture of private placement warrants upon Business Combination		(890,001)		—
Issuance of common stock upon the reverse recapitalization		39,933,707		—
Recognition of deferred tax asset upon Business Combination		1,870,310		—
Recognition of income tax payable upon Business Combination		701,871		—
Recognition of assumed assets and liabilities upon Business Combination, net		3,588,110		—
Noncash exercise of stock warrants		75		—
Noncash exercise of employee stock options		128,214		—
Forfeiture of employee stock options		(479,742)		—
Total non-cash activities	$	319,713,237	$	14,669,902

The accompanying notes to the condensed consolidated financial statements are an integral part of these ~~unaudited condensed financial~~ statements.

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~~DIAMONDHEAD HOLDINGS CORP.~~UNITED HOMES GROUP, INC.

NOTES TO ~~UNAUDITED~~THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022

Note 1 - ~~Description~~Nature of ~~Organization~~operations and ~~Business Operations~~basis of presentation

~~DiamondHead Holdings Corp. (the~~The Company and Nature of Business

United Homes Group, Inc. (“UHG” or the “Company”), a Delaware corporation, is a homebuilding business which operates with an asset-light strategy. The Company is a former blank check company incorporated ~~in Delaware~~ on October 7, ~~2020. The Company was~~2020 under the name DiamondHead Holdings Corp. (“DHHC”) as a Delaware corporation formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with 1one or more ~~businesses~~businesses.

UHG constructs single-family residential homes and has active operations in South Carolina and Georgia offering a range of residential products including entry-level attached and detached homes, first-time move up attached and detached homes and second move-up detached homes. The constructed homes appeal to a wide range of buyer profiles, from first-time to lifestyle buyers. The Company’s primary objective is to provide customers with homes of exceptional quality and value while maximizing its return on investment. The Company has grown by expanding its market share in existing markets and by expanding into markets contiguous to the current active markets.

Business Combination

On September 10, 2022, DHHC entered into a Business Combination Agreement (the “Business Combination Agreement”) with Hestia Merger Sub, Inc., a South Carolina corporation and wholly owned subsidiary of DHHC (“Merger Sub”), and Great Southern Homes, Inc., a South Carolina corporation (“GSH”).

Upon the consummation of the transaction on March 30, 2023 (“Closing Date”), Merger Sub merged with and into GSH with GSH surviving the merger as a wholly owned subsidiary of the Company (“Business Combination”). ~~The Company~~As a result of the Business Combination, GSH is ~~not limited~~now a wholly owned subsidiary of DHHC, which has changed its name to ~~a particular~~United Homes Group, Inc.

GSH’s business historically consisted of both homebuilding operations and land development operations. In anticipation of the Business Combination, GSH separated its land development operations and its homebuilding operations across separate entities in an effort to adopt best practices in the homebuilding industry associated with ownership and control of land and lots and production efficiency. For accounting treatment of the Business Combination, see Note 2 - Merger and Reverse Recapitalization. Unless otherwise indicated or ~~sector for purposes~~the context otherwise requires, references in this quarterly report on Form 10-Q to “Legacy UHG” refer to the homebuilding operations of ~~consummating a~~GSH prior to the consummation of the Business Combination.

Basis of Presentation

The ~~Company is an “emerging growth company,”~~Condensed Consolidated Financial Statements included in this report reflect (i) the historical operating results of Legacy UHG prior to the Business Combination; (ii) the combined results of UHG and DHHC following the Closing; (iii) the assets and liabilities of UHG and DHHC, and Legacy UHG at their historical cost; and (iv) the Company’s equity structure for all periods presented.

The accompanying Condensed Consolidated Balance Sheet as ~~defined~~of December 31, 2022, the Condensed Consolidated Statements of Operations and Statements of Changes in ~~Section 2(a) of~~Stockholders’ Equity for the ~~Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”)~~three and ~~as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.~~

~~As of~~six months ended June 30, 2022, and the ~~Company had not commenced any operations. All activity from~~Statement of Cash Flows for the ~~Company’s inception to~~six months ended June 30, 2022 ~~relates to~~(“Legacy UHG financial statements”) have been prepared from Legacy UHG’s historical financial records and reflect the ~~Company’s formation~~historical financial position, results of operations and ~~the Initial Public Offering (the “Initial Public Offering”) and since the closing~~cash flows of the Initial Public Offering (as described below), the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments held in trust from the proceeds of its Initial Public Offering and Private Placement described below, and from changes in the fair value of its derivative warrant liability.

~~The Company’s sponsor is DHP SPAC-II Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement~~Legacy UHG for the ~~Company’s Initial Public Offering was declared effective~~periods presented on ~~January 25, 2021. On January 28, 2021, the Company consummated its Initial Public Offering of 34,500,000 units (the “Units” and,~~a carve-out basis in accordance with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 4,500,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.6 million, including approximately $12.1 million in deferred underwriting commissions (Note 6).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,933,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to our Sponsor and to certain qualified institutional buyers or institutional accredited investors, including certain funds and accounts managed by subsidiaries of BlackRock, Inc. and Millennium Management LLC (each, an “Anchor Investor”), generating proceeds of $8.9 million (Note 4).

Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), locatedgenerally accepted accounting principles in the United States ~~and invested only~~of America (“GAAP”). The Statements of Changes in ~~U.S. government securities, within~~Stockholders’ Equity are adjusted for the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.

~~The Company’s management has broad discretion with respect to the specific~~retroactive application of the ~~net proceeds~~reverse recapitalization using the Exchange Ratio. The Legacy UHG financial statements present historical information and results attributable to the homebuilding operations of GSH. The Legacy UHG financial statements exclude GSH’s operations related to land development operations as Legacy UHG historically did not operate as a standalone company. The carve-out methodology was used since Legacy UHG’s inception until the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There isClosing Date. Thus, after March 30, 2023, no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets heldcarve-out amounts were included in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.UHG’s financial statements.

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~~DIAMONDHEAD HOLDINGS CORP.~~Periods prior to the Business Combination

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

~~The Company will provide its holders~~Prior to the Business Combination until the Closing Date, Legacy UHG has historically transacted with affiliates that were owned by the shareholders of GSH. Legacy UHG has categorized the various affiliates based on the nature of the ~~outstanding Public Shares (the “Public Stockholders”~~transactions with Legacy UHG and their primary operations. The categories are as follows:

Land Development Affiliates - Land development affiliates’ primary operations consist of acquiring and developing raw parcels of land for vertical home construction. Upon completion, the land development affiliates transfer the developed lots to Legacy UHG in a non-cash transaction.

Other Operating Affiliates - Other operating affiliates’ operations consist of acquiring and developing land, purchasing constructed houses for rental properties, leasing activities, and purchasing model homes to be maintained during the sell down period of a community.

Collectively, these are referred to as “Other Affiliates” in these financial statements and represented as related parties (see Note 8 - Related party transactions).

All assets, liabilities, revenues, and expenses directly associated with the ~~opportunity to redeem all or~~activity of Legacy UHG are included in these financial statements. Cash and cash equivalents is included in these financial statements, as Legacy UHG provided the cash management/treasury function for the Other Affiliates until January 1, 2023. In addition, a portion of ~~their Public Shares upon~~Legacy UHG’s corporate expenses including share-based compensation were allocated to Legacy UHG based on direct usage when identifiable or, when not directly identifiable, on the ~~completion~~basis of ~~a Business Combination either (i)~~proportional cost of sales or employee headcount, as applicable. The corporate expense allocations include the cost of corporate functions and resources provided by or administered by GSH including, predominately, costs associated with executive management, finance, accounting, legal, human resources, and costs associated with operating GSH’s office buildings. The corporate expense allocation requires significant judgment and management believes the basis on which the corporate expenses have been allocated reasonably reflects the utilization of services provided to Legacy UHG during the periods presented. Balance Sheet accounts were reviewed to determine what was attributable to Legacy UHG. There were no Balance Sheet accounts that required allocation procedures for assets and liabilities.

In addition, all significant transactions between Legacy UHG and GSH have been included in ~~connection with a stockholder meeting called~~these financial statements. The aggregated net effect of transactions between Legacy UHG and GSH are settled within Retained Earnings/ (Accumulated Deficit) on the Balance Sheets as they were not expected to ~~approve~~be settled in cash. These amounts were reflected in the Statements of Cash Flows within Distributions and net transfer to shareholders and other affiliates and, when transactions were historically not settled in cash, in Non-cash financing activities.

GSH’s third-party long-term debt and related interest expense have all been allocated to Legacy UHG. Legacy UHG was considered the primary legal obligor of such debt as it was the sole cash generating entity and responsible for repayment of the debt. Certain portions of that long-term debt and the related interest consist of construction revolving lines of credit and are reflected as Homebuilding debt. The remaining portions of long-term debt and the related interest have been used to finance operations that were not related to Legacy UHG, primarily land development activities, and were presented as Other Affiliate debt.

The results reported in these financial statements would not be indicative of Legacy UHG’s future performance, primarily because prior to the Business Combination, ~~or (ii)~~the lots developed by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account andaffiliates were not ~~previously released~~transferred to the ~~Company to pay its tax obligations). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will~~homebuilding operations of GSH at a market rate. As such, these results do not ~~be reduced by~~necessarily reflect what the ~~deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights upon the completion~~financial position, results of ~~a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption~~operations and cash flows would have been ~~recorded at redemption value~~had it operated as an independent company during the periods presented.

Note 2 - Merger and ~~classified as temporary equity upon~~Reverse Recapitalization

On the ~~completion of~~Closing Date, the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of thefollowing transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor, officers and directors agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.were completed:

If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have 24 months from the closing of the Initial Public Offering, or January 28, 2023, to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ~~ten~~ business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

●

Merger Sub merged with and into GSH, with GSH surviving the merger as a wholly owned subsidiary of the Company;

●

All 1,000 shares of Class A common stock of GSH (“GSH Class A Common Shares”) issued and outstanding prior to the Closing Date were exchanged for 373,473 shares of Class A common stock of UHG (“UHG Class A Common Shares”);

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●

All 99,000 shares of Class B common stock of GSH (“GSH Class B Common Shares”) issued and outstanding prior to the Closing Date were exchanged for 36,973,877 shares of Class B common stock of UHG (“UHG Class B Common Shares”);

●

All 2,426 outstanding options of GSH to acquire GSH Class A Common Shares were assumed by the Company and converted into options to acquire an aggregate of approximately 905,930 UHG Class A Common Shares (the “Rollover Options”);

●

All 5,000 outstanding warrants to purchase GSH Class A Common Shares were assumed by the Company and converted into warrants to purchase 1,867,368 UHG Class A Common Shares (the “Assumed Warrants”);

●

8,625,000 outstanding shares of DHHC Class B common stock held by DHP SPAC II Sponsor LLC (the “Sponsor”) converted into 4,160,931 UHG Class A Common Shares, all of which are subject to resale or transfer restrictions;

●

The Company issued an aggregate of 1,755,063 UHG Class A Common Shares to the PIPE Investors, Lock-Up Investors and the Convertible Note Investors, pursuant to the terms of the PIPE Subscription Agreements, Share Lock-up Agreements and the PIPE Investment, (together the “PIPE Financings”), as described below.

~~DIAMONDHEAD HOLDINGS CORP.~~As of the Closing Date and following the completion of the Business Combination, UHG had the following outstanding securities:

●

10,621,073 UHG Class A Common Shares;

●

36,973,877 UHG Class B Common Shares;

●

2,966,664 warrants to purchase 2,966,664 UHG Class A Common Shares, each exercisable at a price of $11.50 per share, issued in connection with the DHHC initial public offering and held by the Sponsor and BlackRock Inc. and Millennium Management LLC (the “Anchor Investors”);

●

8,625,000 warrants to purchase 8,625,000 UHG Class A Common Shares, each exercisable at a price of $11.50 per share, issued in connection with the DHHC initial public offering;

●

1,867,368 Assumed Warrants to purchase 1,867,368 UHG Class A Common Shares, each exercisable at a price of $4.05 per share;

●

905,930 Rollover Options to purchase 905,930 UHG Class A Common Shares, each exercisable at a price of $2.81 per share.

Earnout

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~In connection with the Business Combination, holders of GSH common shares, certain holders of stock options, and holders of GSH warrants (together, “GSH Equity Holders”), options held by employees and directors (“Employee Option Holders”) and the Sponsors (together, the “Earnout Holders”) are entitled to receive consideration in the form of common shares (“Earnout Shares”). The Company reserved 21,886,378 Earnout Shares for future issuance upon achievement of certain earnout conditions, of which 20,000,000 may be awarded to GSH Equity Holders and Employee Option Holders and 1,886,378 additional earnout shares may be awarded to the Sponsors. Refer to Note 14 - Earnout Shares.

In connection with the Closing, and under the terms of the Sponsor Support Agreement entered into in connection with the execution of the Business Combination Agreement, 1,886,378 shares of the 8,625,000 shares of DHHC Class B common stock held by the Sponsor were converted to Earnout Shares and became subject to vesting conditions based on the achievement of certain market-based share price thresholds. Refer to Note 14 - Earnout Shares for additional information regarding the terms and conditions of the Earnout Triggering Events. Of the remaining 6,738,622 shares of DHHC Class B common stock, 2,577,691 shares were forfeited and 4,160,931 shares were converted into UHG Class A Common Shares.

Convertible Note

In connection with the closing of the Business Combination, DHHC entered into a Convertible Note Purchase Agreement (the “Note Purchase Agreement”), by and among itself, GSH, and a group of investors (the “Convertible Note Investors”). Pursuant to and at the

~~The Sponsor~~10

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closing of the transactions contemplated by the Note Purchase Agreement, the Convertible Note Investors agreed to ~~waive its liquidation rights with respect~~purchase $80.0 million in original principal amount of Convertible Promissory Notes (the “Notes,” or “Note PIPE Financing”) and, pursuant to the ~~Founder~~terms of share subscription agreements entered into between each Convertible Note Investor and UHG, an additional 744,588 UHG Class A Common Shares if(the “PIPE Shares”) in a private placement PIPE investment (the “PIPE Investment”). Refer to Note 12 - Convertible Note for additional information on the ~~Company fails to complete a~~accounting treatment for the Notes, including issuance costs.

Subscription Agreement

In connection with the execution of the Business Combination ~~within~~Agreement, UHG entered into separate subscription agreements (each a “Subscription Agreement,” or “Subscription Agreement PIPE Financing,” and together with the ~~Combination Period. However, if~~“Note PIPE Financing,” the ~~Sponsor or any~~“PIPE Financings”) with a number of ~~its affiliates acquire Public Shares after~~investors (each a “PIPE Investor”), pursuant to which the ~~Initial Public Offering, such Public Shares will be entitled~~PIPE Investors agreed to ~~liquidating distributions from~~purchase, and UHG agreed to sell to the ~~Trust Account if~~PIPE Investors, an aggregate of 471,500 shares of common stock for a purchase price of $10.00 per share and 117,875 shares for a purchase price of $0.01 per share for an aggregate purchase price of $4.7 million, in a private placement offering. The PIPE Financings closed simultaneously with the ~~Company fails to complete a~~consummation of the Business Combination.

Lock-Up Agreement

In connection with the execution of the Business Combination ~~within the Combination Period. The underwriter~~Agreement, DHHC entered into separate Share Issuance and Lock-Up Agreements (each a “Lock-up Agreement”) with a number of investors (each a “Lock-up Investor”), pursuant to which UHG agreed to ~~waive its right~~issue each Lock-up Investor 0.25 UHG Class A Common Shares (up to ~~its deferred underwriting commission (see Note 6) held~~421,100 UHG Class A Common Shares in the ~~Trust Account~~aggregate) for a purchase price of $0.01 per share, for each UHG Class A Common Share held by such Lock-up Investor at the Closing. Following the closing of the Business Combination, UHG notified each Lock-Up Investor that UHG waived the lock-up restriction contained in the ~~event~~Lock-Up Agreements.

The number of shares of UHG common stock issued immediately following the ~~Company does not complete a~~consummation of the Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Accountwas as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets. This liability will not apply with respect to any claims (i) by a third party who executed a waiver of any and all rights to seek access to the trust account or (ii) under our indemnity of the underwriter of this offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Marcum LLP, the Company’s independent registered public accounting firm, will not execute agreements with the Company waiving claims to the monies held in the Trust Account.follows:


	Shares	Ownership %
DHHC public shareholders - UHG Class A Common Shares¹	4,331,606	9.1	%
DHHC sponsor shareholders - UHG Class A Common Shares	4,160,931	8.7	%
GSH existing shareholders - UHG Class B Common Shares	36,973,877	77.7	%
GSH existing shareholders - UHG Class A Common Shares	373,473	0.8	%
Convertible Note Investors - UHG Class A Common Shares	744,588	1.6	%
PIPE Investors - UHG Class A Common Shares	589,375	1.2	%
Lock-up Investors - UHG Class A Common Shares	421,100	0.9	%
Total Closing Shares	47,594,950	100	%

¹	Represents remaining DHHC Class A shares following share redemptions prior to the Business Combination.

Treatment of Merger

The Business Combination is accounted for as a reverse recapitalization under GAAP. This determination is primarily based on Legacy UHG retaining the largest portion of the voting rights, the post-transaction management team is primarily comprised of the pre-transaction management team of GSH and the relative size of GSH’s operations is larger than DHHC’s. Under this method of accounting, DHHC is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Condensed Consolidated Financial Statements of UHG represent a continuation of the financial statements of Legacy UHG with the Business Combination being treated as the equivalent of Legacy UHG issuing stock for the net assets of DHHC, accompanied by a recapitalization. The net assets of DHHC are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are presented as those of Legacy UHG. All periods prior to the Business Combination have been retrospectively adjusted using the Exchange Ratio of 373.47 for the equivalent number of shares outstanding immediately after the Business Combination to effect the reverse recapitalization. Accordingly, certain amounts have been reclassified and retroactively adjusted to reflect the reverse recapitalization pursuant to the Business Combination for all periods presented within the Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Changes in Stockholders’ Equity.

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In connection with the Business Combination, the Company received approximately $128.6 million of gross proceeds including the contribution of $43.9 million of cash held in DHHC’s trust account from its initial public offering, $4.7 million of cash in connection with the Subscription Agreement PIPE Financing, and $80.0 million in connection with the Notes PIPE Financing. As part of the PIPE Financings, the Company entered into the Note Purchase Agreement for an original principal amount of $80.0 million. The Company incurred debt issuance costs of $5.0 million of original issuance discount and an additional $3.5 million of transaction costs that were allocated to the Notes, resulting in net cash proceeds of $71.5 million.

The Company incurred $25.7 million of transaction costs in connection with the Business Combination, consisting of advisory, banking, legal, and other professional fees, of which $13.6 million were incurred by DHHC and $12.1 million were incurred by Legacy UHG. All costs were capitalized and recorded as a reduction to additional paid-in capital.

Note ~~2 — Basis of Presentation and~~3 - Summary of ~~Significant Accounting Policies~~

~~Basis of Presentation~~significant accounting policies

The unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. The Company’s fiscal year end is December 31 and, unless otherwise stated, all years and dates refer to the fiscal year.

Unaudited Interim Condensed Consolidated Financial Statements - The accompanying ~~condensed financial statements~~Condensed Consolidated Financial Statements of the Company have been prepared in accordance with ~~United States generally accepted accounting principles (“GAAP”)~~GAAP for interim financial information and ~~Article 10~~the rules and regulations of Regulation ~~S-X.~~S-X of the Securities and Exchange Commission (“SEC”). Accordingly, certain information, notes, and disclosures normally included in the annual financial statements prepared under GAAP have been condensed or omitted ~~from~~in accordance with SEC rules and regulations. Therefore, these Condensed Consolidated Financial Statements should be read in conjunction with the financial statements ~~as they are not required for interim~~and notes included in the audited financial statements ~~under~~of Legacy UHG for the year ended December 31, 2022 included in the Form S-1/A filed with the SEC on July 17, 2023. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and ~~the rules~~Accounting Standards Update (“ASU”) of the ~~SEC. In~~Financial Accounting Standards Board (“FASB”). The accompanying Condensed Consolidated Financial Statements as of June 30, 2023 and for the three and six months ended June 30, 2023 and 2022 are unaudited. The unaudited interim Condensed Consolidated Financial Statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, ~~(consisting of~~which include only normal ~~accruals) considered~~recurring adjustments, necessary for a fair statement of the Company’s financial position as of June 30, 2023, results of operations for the three and six months ended June 30, 2023 and 2022 and cash flows for the six months ended June 30, 2023 and 2022. The financial data and other information disclosed in these notes related to the three and six months ended June 30, 2023 and 2022 are also unaudited. The Condensed Consolidated Balance Sheet at December 31, 2022, was derived from audited annual financial statements and adjusted for the retrospective recapitalization as described in Note 1 - Nature of operations and basis of presentationand Note 2 - Merger and Reverse Recapitalization but does not contain all of the note disclosures from the annual financial statements. Other than policies noted below, there have been ~~included. Operating~~no significant changes to the significant accounting policies disclosed in Note 2 of audited Legacy UHG financial statements as of December 31, 2022 and 2021 and for each of the three years in the period ended December 31, 2022. The results for the three and six months ended June 30, 2023 and 2022 are not necessarily indicative of ~~the~~ results ~~that may~~to be expected for the year ending December 31, ~~2022~~2023, any other interim periods, or any future year or period.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on April 13, 2022, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2021, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on April 13, 2022.

~~Liquidity and Going Concern~~

~~As of June 30, 2022, the Company had approximately $43,000~~ ~~in cash and a working capital deficit of approximately $112,000 (not taking into account tax obligations of approximately $8,000 that may be paid using investment income earned in Trust Account).~~

The Company’s liquidity needs have been satisfied through a contribution of $25,000 from Sponsor to cover for certain offering costs in exchange for the issuance of the Founder Shares, a loan of up to $300,000 from the Sponsor pursuant to the Promissory Note (see Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Promissory Note was repaid on February 1, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans up to $1,500,000 (see Note 5). As of June 30, 2022 and December 31, 2021, there were 0 amounts outstanding under any Working Capital Loan.

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~~DIAMONDHEAD HOLDINGS CORP.~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

In connection with management’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements-Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raise substantial doubt about its ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 28, 2023.

~~Risks and Uncertainties~~

Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company's ability to complete a business combination. In response to the conflict between Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company's ability to complete a business combination and the value of the Company's securities.

Management continues to evaluate the impact of these types of risks and has concluded that while it is reasonably possible that these risks and uncertainties could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Emerging Growth Company

- The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the ~~auditor~~independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, ~~of 2002,~~ reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that ~~an emerging growth~~a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s ~~condensed~~ financial statements with another

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public company ~~that~~which is ~~neither an emerging growth company nor~~not an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Principles of consolidation– The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation.

Use of Estimates – The preparation of the accompanying Condensed Consolidated Financial Statements in conformity with GAAP requires management to make informed estimates and judgments that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Estimates made by the Company include corporate expense allocation, useful lives of depreciable assets, revenue recognition associated with contracts recognized over time, capitalized interest, warranty reserves, share-based compensation, valuation of earnout liability, valuation of convertible note and valuation of stock warrants. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may differ from those estimates.

Segment Information – The Company determines its chief operating decision maker (“CODM”) based on the person responsible for making resource allocation decisions. Operating segments are components of the business for which the CODM regularly reviews discrete financial information. The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions.

Inventories and Cost of Sales – The carrying value of inventory is stated at cost unless events and circumstances indicate the carrying value may not be recoverable. Inventory consists of developed lots, homes under construction, and finished homes.

–

Developed lots - This inventory consists of land that has been developed for or acquired by the Company and where vertical construction is imminent. Developed lot costs are typically allocated to individual residential lots on a per lot basis based on specific costs incurred for the acquisition of the lot. As of June 30, 2023 and December 31, 2022, the amount of developed lots included in inventory was $24,801,833 and $16,205,448, respectively. Developed lots purchased at fair value from third parties was $18,415,780 and $10,052,179 as of June 30, 2023 and December 31, 2022, respectively, which is included in Developed Lots on the Condensed Consolidated Balance Sheets.

–

Homes under construction - At the time construction of the home begins, developed lots are transferred to homes under construction within inventory. This inventory represents costs associated with active homebuilding activities which include, predominately, labor and overhead costs related to home construction, capitalized interest, real estate taxes and land option fees. As of June 30, 2023 and December 31, 2022, the amount of inventory related to homes under construction included in homes under construction and finished homes was $60,633,819 and $141,863,561, respectively.

–

Finished homes - This inventory represents completed but unsold homes at the end of the reporting period. Costs incurred in connection with completed homes including associated selling, general, and administrative costs are expensed as incurred. As of June 30, 2023 and December 31, 2022, the amount of inventory related to finished homes included in homes under construction and finished homes was $29,122,582 and $22,133,926, respectively.

Unconsolidated Variable Interest Entities - Pursuant to ASC 810 and subtopics related to the consolidation of variable interest entities (“VIEs”), management analyzes the Company’s investments and transactions under the variable interest model to determine if they are VIEs and, if so, whether the Company is the primary beneficiary. Management determines whether the Company is the primary beneficiary of a VIE at the time it becomes involved with a VIE and reconsiders that conclusion if changes to the Company’s involvement arise. To make this determination, management considers factors such as whether the Company could direct finance, determine or limit the scope of the entity, sell or transfer property, direct development or direct other operating decisions. The primary beneficiary is defined as the entity having both of the following characteristics: 1) the power to direct the activities that most significantly impact the VIE’s performance, and 2) the obligation to absorb losses and rights to receive the returns from the VIE that would be potentially significant to the VIE. Management consolidates the entity if the Company is the primary beneficiary or if a standalone primary beneficiary does not exist and the Company and its related parties collectively meet the definition of a primary beneficiary. If the investment does not qualify as a VIE under the variable interest model, management then evaluates the entity under the voting interest model to assess if consolidation is appropriate.

The Company has entered into a shared services agreement with a related party that operates in the land development business to provide accounting, IT, HR, and other administrative support services and receive property maintenance services and due diligence and negotiation assistance with purchasing third party finished lots. Management has analyzed and concluded that it has a variable interest

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~~DIAMONDHEAD HOLDINGS CORP.~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

~~Use~~in this entity through the services agreement that provides the Company with the obligation to absorb losses and the right to receive benefits based on fees that are below market rates.

Additionally, the Company enters into lot option purchase agreements with the same related party and other related parties to procure land or lots for the construction of ~~Estimates~~

~~The preparation~~homes. Under these contracts, the Company funds a stated deposit in consideration for the right, but not the obligation, to purchase land or lots at a future point in time. Under the terms of the ~~condensed~~option purchase contracts, the option deposits are not refundable. Management determined it holds a variable interest through its potential to absorb some of the related parties’ first dollar risk of loss by placing a non-refundable deposit.

Management determined that these related parties are VIEs, however, the Company is not the primary beneficiary of the VIEs as it does not have the power to direct the VIEs’ significant activities related to land development. Accordingly, the Company does not consolidate these VIEs.

As of June 30, 2023 the Company recognized $187,828 of assets related to the services agreement included within Due from related party on the Condensed Consolidated Balance Sheets, and $13,722,475 of assets related to lot purchase agreements included within Lot purchase agreement deposits on the Condensed Consolidated Balance Sheets. There were no amounts associated with these agreements as of December 31, 2022. The Company determined these amounts to be the maximum exposure to loss due to involvement with the VIEs as the Company does not provide any financial ~~statements~~guarantees or support to these related parties.

Revenue Recognition - The Company recognizes revenue in ~~conformity~~accordance with ~~GAAP requires~~ASC 606 Revenue from Contracts with Customers. For the ~~Company’s management to make estimates~~three months ended June 30, 2023 and ~~assumptions that affect~~2022, revenue recognized at a point in time from speculative homes totaled $117,716,265, and $135,421,944, respectively, and for the ~~reported~~three months ended June 30, 2023 and 2022, revenue recognized over time from land owned by customers totaled $4,375,364, and $7,046,737, respectively. For the six months ended June 30, 2023 and 2022, revenue recognized at a point in time from speculative homes totaled $210,105,675, and $239,871,985, respectively, and for the six months ended June 30, 2023 and 2022, revenue recognized over time from land owned by customers totaled $6,812,656, and $11,033,556, respectively.

Advertising – The Company expenses advertising and marketing costs as incurred and includes such costs within Selling, general, and administrative expense in the Condensed Consolidated Statements of Operations. For the three months ended June 30, 2023 and 2022, the Company incurred $482,700 and $1,373,668, respectively, in advertising and marketing costs. For the six months ended June 30, 2023 and 2022, the Company incurred $973,680 and $1,826,433, respectively, in advertising and marketing costs.

Income Taxes – Income taxes are accounted for using the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences on differences between the carrying amounts of assets and liabilities and ~~disclosure of contingent~~their respective tax basis, using tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred assets and liabilities atof a change in tax rates is recognized in income in the ~~date~~period when the change is enacted. Deferred tax assets are reduced by a valuation allowance when it is “more-likely-than not” that some portion or all of the ~~condensed financial statements~~deferred tax assets will not be realized. When evaluating the realizability of deferred tax assets, all evidence, both positive and ~~the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It~~negative, is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

~~Cash and Cash Equivalents~~evaluated.

The Company ~~considers~~recognizes interest and penalties related to the underpayment of income taxes, including those resulting from the late filing of tax returns within the provision for income taxes in the Condensed Consolidated Statements of Operations. The Company analyzes its tax filing positions in the U.S. federal, state, and local tax jurisdictions where the Company is required to file income tax returns, as well as for all ~~short-term investments with an original maturity~~open tax years in these jurisdictions. If, based on this analysis, the Company determines that uncertainties in tax positions exist, a liability is established.

Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in determining tax expense and in evaluating tax positions, including evaluating uncertainties under GAAP. The Company reviews its tax positions quarterly and adjusts its tax balances as new legislation is enacted or new information becomes available.

Prior to the Business Combination, Legacy UHG was included in the tax filing of ~~three~~the shareholders of GSH, which was taxed individually under the provision of Subchapter S and Subchapter K of the Internal Revenue Code. Individual shareholders were liable for income taxes on their respective shares of GSH’s taxable income. No income tax liability nor income tax was allocated to Legacy UHG as of December 31, 2022 or for the six months ~~or less when purchased to be cash equivalents. As of~~ended June 30, 2022, ~~and December 31, 2021, the Company had 0 cash equivalents held outside the Trust Account.~~nor was there any recorded liability for uncertain tax positions.

~~Investments Held in Trust Account~~

The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using quoted market prices.

~~Concentration of Credit Risk~~

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000 and investments held in the Trust Account. As of June 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

~~Fair Value of Financial Instruments~~

The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurement,” equal or approximate the carrying amounts represented in the condensed balance sheets.

~~Fair Value Measurements~~

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

●

~~Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;~~

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

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~~DIAMONDHEAD HOLDINGS CORP.~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative ~~Warrant Liabilities~~

liabilities–The Company does not use derivative instruments to hedge ~~its~~ exposures to cash flow, market, or foreign currency risks. ~~Management~~The Company evaluates all of ~~the Company’s~~its financial instruments, including issued warrants, ~~to purchase its Class A common stock,~~ to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480, Distinguishing Liabilities from Equity,and ~~FASB~~ ASC ~~Topic~~ 815, ~~“Derivatives~~Derivatives and ~~Hedging”~~Hedging (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The 8,625,000 warrants issued in connection with ~~the~~DHHC’s Initial Public Offering (the “Public Warrants”) ~~and~~, the 2,966,664 Private Placement Warrants (as defined below), 21,491,695 Earnout Shares and certain stock options (as discussed in Note 13 - Share-based compensation) are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments, earnout shares and stock options as liabilities at fair value and adjusts the instruments to fair value at each reporting period until they are ~~exercised. Their re-measurement to~~exercised or issued, respectively. The Public Warrant quoted market price was used as the fair value ~~is recognized in the Company’s condensed statements of operations. The fair value of~~for the Public Warrants ~~issued in~~as of June 30, 2023. The Private Placement Warrants and the Earnout shares were valued using a Monte Carlo analysis. See the Earnout and Warrant Liabilities sections below for further detail on each instrument and their classification. Stock options were valued using Black‑Scholes valuation model. See Note 13 - Share-based compensation for further detail.

Earnout - In connection with the ~~Initial Public Offering~~Business Combination, Earnout Holders are entitled to receive consideration in the form of Earnout Shares upon the Company achieving certain Triggering Events, as described in Note 14 - Earnout Shares. The contingent obligations to issue Earnout Shares to the Earnout Holders, excluding Employee Option Holders, are recognized as derivative liabilities in accordance with ASC 815. The liabilities were ~~initially measured~~recognized at fair value on the Closing Date and are subsequently remeasured at each reporting date with changes in fair value recorded in the Condensed Consolidated Statements of Operations.

Earnout Shares issuable to Employee Option Holders are considered a separate unit of account from the Earnout Shares issuable to GSH Equity Holders, and the Sponsors, and are accounted for as equity classified stock compensation. The Earnout Shares issuable to Employee Option Holders are fully vested upon issuance, thus there is no requisite service period, and the value of these shares is recognized as a one-time stock compensation expense for the grant date fair value.

The estimated fair values of the Earnout Shares were determined by using a Monte Carlo simulation valuation model using a distribution of potential outcomes on a daily basis over the Earnout Period as defined in Note 14 - Earnout Shares. The preliminary estimated fair values of the Earnout Shares were determined using the most reliable information available, including the current trading price of the UHG Class A Common Shares, expected volatility, risk-free rate, expected term and dividend rate.

The earnout liability is categorized as a Level 3 fair value measurement because the Company estimated projections during the Earnout Period utilizing unobservable inputs. See Note 4 - Fair Value Measurement for further detail on UHG’s accounting policy related to the fair value of financial instruments.

Warrant Liabilities- The Company assumed 8,625,000 publicly-traded warrants (“Public Warrants”) from DHHC’s initial public offering and 2,966,664 private placement warrants originally issued by DHHC (“Private Placement Warrants” and, together with the Public Warrants, the “Common Stock Warrants” or “Warrants”). Upon consummation of the Business Combination, each Common Stock Warrant issued entitled the holder to purchase one UHG Class A Common Share at an exercise price of $11.50 per share. The Common Stock Warrants are exercisable as of April 29, 2023. The Private Placement Warrants are identical to the Public Warrants, except that of the Private Placement Warrants ~~have been measured at fair value using~~will not be transferable, assignable or salable until 30 days after the completion of a ~~modified Black-Scholes model. As of~~Business Combination, subject to certain exceptions. During the three and six months ended June 30, ~~2022~~2023, no Common Stock Warrants were exercised. The Public Warrants are publicly traded and ~~December 31, 2021,~~are exercisable for cash unless certain conditions occur which would permit a cashless exercise. The Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the ~~value of~~initial purchasers or their permitted transferees, subject to certain exceptions. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The Company evaluated the Public Warrants ~~is measured based on~~and Private Placement Warrants and concluded that both meet the ~~listed market price~~definition of ~~such warrants since being separately listed~~a derivative and ~~traded. The determination of the fair value of the warrant liabilities may~~will be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

~~Offering Costs Associated with the Initial Public Offering~~

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the condensed statements of operations. Offering costs associated with the Class A common stock were charged against the carrying value of the Class A common stock upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

~~Class A Common Stock Subject to Possible Redemption~~

~~The Company accounts~~accounted for ~~its Class A common stock subject to possible redemption~~ in accordance with ASC Topic 815-40, as the ~~guidance in ASC 480. Class A common stock subject~~Public Warrants and Private Placement Warrants are not considered indexed to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2022 and December 31, 2021, 34,500,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed balance sheets.UHG’s stock.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately uponPIPE Investment – In connection with the closing of the ~~Initial Public Offering,~~Business Combination, GSH entered into the Note Purchase Agreement, dated March 21, 2023, and effective March 30, 2023, with DHHC and the Convertible Note Investors. As part of the PIPE Investment, the Convertible Note Investors agreed to purchase $80.0 million in original principal amount of Notes at a 6.25% original issue discount

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and were issued an additional 744,588 UHG Class A Common Shares. The aggregate proceeds received from the Convertible Note Investors is $75.0 million. Additionally, in connection with the Business Combination, (i) the PIPE Investors purchased from the Company an aggregate of (A) 471,500 UHG Class A Common Shares at a purchase price of $10.00 per share, and (B) 117,875 UHG Class A Common Shares at a purchase price of $0.01 per share for gross proceeds to the Company of approximately $4.7 million, pursuant to the PIPE Subscription Agreements, and (ii) the Lock-Up Investors purchased from the Company an aggregate of 421,100 UHG Class A Common Shares at a purchase price of $0.01 per share pursuant to the Share Lock-Up Agreements. Following the closing of the Business Combination, UHG notified each Lock-Up Investor that UHG waived the lock-up restriction contained in the Share Lock-Up Agreements.

The Company accounts for the Notes and PIPE Shares as two freestanding financial instruments. The Company accounts for the Notes at amortized cost and amortizes the debt discount to interest expense using the effective interest method over the expected term of the Notes pursuant to ASC 835, Interest. The Company accounts for the PIPE Shares as equity, as they are not in the scope of ASC 480. The Company applied the relative fair value method to allocate the $75.0 million in aggregate proceeds received among the freestanding instruments issued. Specifically, $70.2 million was allocated to the Notes, and $4.8 million was allocated to the PIPE Shares. The amount allocated to the PIPE Shares is presented as an increase in additional paid-in capital.

The Notes are considered a hybrid financial instrument consisting of a debt “host” and embedded features. The Company evaluated the Notes at issuance for embedded derivative features and the potential need for bifurcation under ASC 815, and determined that the Notes contained embedded derivatives, including conversion features and redemption rights. Although the Company determined that a group of these embedded features which are contingent on certain events occurring, as further discussed in Note 12 - Convertible Note, would need to be bifurcated, the contingencies themselves are either entirely within the Company’s control or based on an event management considers the probability of occurring as extremely remote. Therefore, the group of embedded features which are contingent on certain events and required to be bifurcated would likely have minimal or no value and therefore deemed to not be material to the Condensed Consolidated Financial Statements.

The Company engaged an independent valuation firm to assist with the valuation of the Notes and the PIPE Shares. Refer to Note 12 - Convertible Note for further valuation details.

The Company recognized issuance costs of $3.5 million in connection with the Note Purchase Agreement. Issuance costs are specific incremental costs that are (1) paid to third parties and (2) directly attributable to the issuance of a debt or equity instrument. The issuance costs attributable to the initial sale of the instrument are offset against the associated proceeds in the determination of the instrument’s initial net carrying amount.

Recently Adopted Accounting Pronouncements - In June 2016, FASB issued ASU 2016-13, Financial Instruments – Credit Losses Measurement of Credit Losses on Financial Instruments (“ASC 326”). ASC 326 significantly changes the way impairment of financial assets is recognized by requiring companies to immediately recognize estimated credit losses expected to occur over the remaining life of many financial assets. The immediate recognition of the estimated credit losses generally will result in an earlier recognition of allowance for credit losses on loans and other financial instruments. The Company adopted this ASU effective January 1, 2023. The adoption of ASC 326 did not have a significant impact on the Company’s Condensed Consolidated Financial Statements.

In March 2020, FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), which provides practical expedients and exceptions for applying GAAP when modifying contracts and hedging relationships that use the London Interbank Offered Rate (“LIBOR”) as a reference rate. During the three months ended March 31, 2023, the Company adopted Topic 848 and amended the related debt agreement (see Note 7 - Homebuilding debt and other affiliate debt). The adoption of Topic 848 did not have a significant impact on the Company’s Condensed Consolidated Financial Statements.

~~DIAMONDHEAD HOLDINGS CORP.~~Note 4 - Fair Value Measurement

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~Certain assets and liabilities measured and reported at fair value under GAAP are classified in a three-level hierarchy that prioritizes the inputs used in the valuation process. Categorization within the valuation hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The hierarchy is based on the observability and objectivity of the pricing inputs as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

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Level 2 – Significant directly observable data (other than Level 1 quoted prices) or significant indirectly observable data through corroboration with observable market data. Inputs would normally be (i) quoted prices in active markets for similar assets or liabilities, (ii) quoted prices in inactive markets for identical or similar assets or liabilities or (iii) information derived from or corroborated by observable market data.

Level 3 – Prices or valuation techniques that require significant unobservable data inputs. These inputs would normally be the Company’s own data and judgments about assumptions that market participants would use in pricing the asset or liability.

Due to the short-term nature of the Company’s Cash and cash equivalents, Accounts receivable, Lot deposits, and Accounts payable, the carrying amounts of these instruments approximate their fair value. The interest rates on the Homebuilding debt and other affiliate debt vary and are the greater of either a reference rate plus an applicable margin, or the base rate plus the aforementioned applicable margin. Refer to Note 7 - Homebuilding debt and other affiliate debt for additional detail on the determination of these instruments’ interest rate. As the reference rate of the Homebuilding debt and other affiliate debt at any point in time is reflective of the current interest rate environment the Company ~~recognized~~operates in, the ~~accretion from initial book~~carrying amount of these instruments approximates their fair value.

The Convertible note payable is presented on the Condensed Consolidated Balance Sheet at its amortized cost and not at fair value. As of June 30, 2023, the fair value ~~to redemption amount, which resulted in charges against additional paid-in capital (to~~of the ~~extent available)~~convertible note is $141,200,000. See Note 12 - Convertible Note for further details on how the fair value was estimated.

All other financial instruments except for Derivative private placement warrants liability, Contingent earnout liability, Derivative stock option liability and ~~accumulated deficit. Subsequently,~~Convertible note payable are classified within Level 1 or Level 2 of the fair value hierarchy because the Company ~~recognizes changes~~values these instruments either based on recent trades of securities in ~~redemption value in the accompanying unaudited condensed statements~~active markets or based on quoted market prices of ~~changes in stockholders’ deficit.~~

~~Income Taxes~~similar instruments and other significant inputs derived from or corroborated by observable market data.

The ~~Company follows~~estimated fair value of the ~~asset~~Derivative private placement warrants liability, Contingent earnout liability, Derivative stock option liability and Convertible note payable is determined using Level 3 inputs. The models and significant assumptions used in preparing the valuations are disclosed in Note 15 - Warrant liability, ~~method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax~~Note 14 - Earnout Shares, Note 13 - Share-based compensation, and Note 12 - Convertible Note respectively.

The following table presents information about the Company’s assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilitiesthat are measured ~~using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect~~at fair value on ~~deferred tax assets and liabilities of~~ a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were 0 unrecognized tax benefitsrecurring basis as of June 30, ~~2022~~2023 and indicates the fair value hierarchy of the valuation. There were no assets or liabilities that are measured at fair value as of December 31, ~~2021. The Company recognizes accrued interest~~2022.


	Fair Value Measurements as of June 30, 2023
	Level 1		Level 2		Level 3		Total
Contingent earnout liability	$	—	$	—	$	199,711,577	$	199,711,577
Derivative private placement warrant liability		—		—		2,343,664		2,343,664
Derivative public warrant liability		5,606,250		—		—		5,606,250
Derivative stock option liability		—		—		494,150		494,150
Total Derivative Liability	$	5,606,250	$	—	$	202,549,391	$	208,155,641

Transfers to/from Levels 1, 2 and ~~penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware~~3 are recognized at the beginning of ~~any issues under review that could result in significant payments, accruals or material deviation~~ the reporting period. There were no transfers to/from ~~its position. The Company is subject to income tax examinations by major taxing authorities since inception.~~

~~Our effective tax rate was 1.7% and 0.00% for~~levels during the ~~three~~six months period ended June 30, 2022 and 2021, respectively, and 0.86% and 0.00% for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2022 and 2021, due to changes in the valuation allowance on the deferred tax assets.

~~Net Income (Loss) Per Share of Common Stock~~

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common stock is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period.

~~The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering~~2023 and the Private Placement to purchase an aggregate of 14,558,333 shares of common stock in the calculation of diluted income per share, because their exercise is contingent upon future events. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

~~The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:~~

For the Three Months Ended

For the Three Months Ended

June 30, 2022

June 30, 2021


Class A

Class B

Class A

Class B
Basic and diluted net income (loss) per common stock:








Numerator:








Allocation of net income (loss) - Basic and diluted

$
2,898,989

$
724,747

$
(5,725,479)

$
(1,431,370)
Denominator:

Basic and diluted weighted average common stock outstanding

34,500,000

8,625,000

34,500,000

8,625,000
Basic and diluted net income (loss) per common stock

$
0.08

$
0.08

$
(0.17)

$
(0.17)

year ended December 31, 2022.

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~~DIAMONDHEAD HOLDINGS CORP.~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

For the Six Months Ended

For the Six Months Ended

June 30, 2022

June 30, 2021


Class A

Class B

Class A

Class B
Basic and diluted net income (loss) per common stock:








Numerator:








Allocation of net income (loss) - Basic and diluted

$
5,801,426

$
1,450,357

$
(3,139,542)

$
(904,546)
Denominator:








Basic and diluted weighted average common stock outstanding

34,500,000

8,625,000

29,353,591

8,457,182
Basic and diluted net income (loss) per common stock

$
0.17

$
0.17

$
(0.11)

$
(0.11)

The following table presents a roll forward of the Level 3 liabilities measured at fair value on a recurring basis:


			Derivative
			private
	Contingent		placement		Derivative
	earnout		warrant		stock option
	liability		liability		liability
Liability at January 1, 2023	$	—	$	—	$	—
Recognition		242,211,404		625,370		1,189,685
Forfeitures		—		(890,001)		—
Change in fair value		203,418,892		1,213,963		922,263
Liability at March 31, 2023	$	445,630,296	$	949,332	$	2,111,948
Forfeitures	$	—	$	—	$	(817,862)
Exercise of liability awards		—		—		(272,621)
Change in fair value		(245,918,719)		1,394,332		(527,315)
Liability at June 30, 2023	$	199,711,577	$	2,343,664	$	494,150

~~Recent Accounting Pronouncements~~

~~Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect~~Note 5 - Capitalized interest

The Company accrues interest on the Company’s ~~condensed financial statements.~~

Homebuilding debt. That debt is used to finance homebuilding operations (see Note 3 —~~Initial Public Offering~~

~~On January 28, 2021,~~7 - Homebuilding debt and other affiliate debt) and the ~~Company consummated its Initial Public Offering of 34,500,000 Units, including 4,500,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $345.0 million,~~associated interest is capitalized and ~~incurring offering costs of approximately $19.6 million, of which approximately $12.1 million is~~ included ~~in deferred underwriting commissions.~~

~~Each Unit consists of 1 share of Class A common stock~~within inventory for Homes under construction and ~~one~~-fourth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase 1 share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

~~Note 4~~ —~~Private Placement~~

~~Simultaneously with the closing~~finished homes during active development of the ~~Initial Public Offering, the Company consummated the Private Placement~~home. Capitalized interest is expensed to Cost of ~~5,933,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor and the Anchor Investors, generating proceeds of $8.9 million.~~

Each Private Placement Warrant will be exercisable to purchase 1 share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds ofsales upon the sale of the ~~Private Placement Warrants will be used to fund~~home. Capitalized interest activity is summarized in the ~~redemption of~~table below for the ~~Public Shares (subject to the requirements of applicable law),~~three and ~~the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Placement Warrants.~~six months ended June 30, 2023 and 2022:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Capitalized interest at beginning of the period:	$	1,101,528	$	1,070,198	$	1,250,460	$	1,190,318
Interest cost capitalized		1,906,390		900,753		4,144,290		1,738,533
Interest cost expensed		(2,159,967)		(1,001,614)		(4,546,799)		(1,959,514)
Capitalized interest at June 30:	$	847,951	$	969,337	$	847,951	$	969,337

Note 5 —~~Related Party Transactions~~6 - Property and equipment

~~Founder Shares~~

~~On October 21, 2020, the Sponsor paid $25,000 on behalf~~Property and equipment consisted of the ~~Company~~following as of June 30, 2023 and December 31, 2022:


Asset Group	June 30, 2023		December 31, 2022
Furniture and fixtures	$	738,361	$	688,487
Leasehold improvements		380,187		380,187
Machinery and equipment		164,258		1,037,231
Office equipment		175,130		165,774
Vehicles		361,755		750,950
Total Property and equipment	$	1,819,691	$	3,022,629
Less: Accumulated depreciation		(1,180,221)		(1,636,931)
Property and equipment, net	$	639,470	$	1,385,698

Depreciation expense, included within Selling, general and administrative expense on the Condensed Consolidated Statements of Operations was $36,938 and $88,388 for the three months ended June 30, 2023 and 2022, respectively and $130,880 and $175,217, for the six months ended June 30, 2023 and 2022, respectively.

Note 7 - Homebuilding debt and other affiliate debt

Prior to ~~cover certain offering costs in exchange for issuance of 8,625,000 shares of the Company’s Class B common stock (the “Founder Shares”). Additionally, upon consummation of~~ the Business Combination, Legacy UHG, jointly with its Other Affiliates considered to be under common control, entered into debt arrangements with financial institutions. These debt arrangements are in the ~~Sponsor has agreed~~form of revolving lines of credit and are generally secured by land (developed lots and undeveloped land) and homes (under construction and finished). Legacy UHG and certain related Other Affiliates were collectively referred to ~~transfer an aggregate of 1,250,625 Founder Shares to~~as the ~~Anchor Investors~~Nieri Group. The Nieri Group entities were jointly and severally liable for the same price originally paid for such shares. The Founder Shares will automatically convert into Class A common stock upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 8.

The Founder Shares included an aggregate of up 1,125,000 shares subject to forfeiture to the extent that the underwriter’s option to purchase additional units was not exercised in full, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On January 28, 2021, the underwriters fully exercised the over-allotment option; thus, these 1,125,000 Founder Shares were no longer subject to forfeiture.

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~~DIAMONDHEAD HOLDINGS CORP.~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

~~The Sponsor~~outstanding balances under the revolving lines of credit, however, Legacy UHG was deemed the primary obligor. Legacy UHG was considered the primary legal obligor of such debt as it was the sole cash generating entity and the Anchor Investors agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale priceresponsible for repayment of the ~~Class~~ debt. As such, Legacy UHG had recorded the outstanding advances under the financial institution debt and other debt within these financial statements as of December 31, 2022.

A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in allportion of the ~~Company’s stockholders having~~revolving lines of credit were drawn down for the ~~right to exchange their shares of common stock for cash, securities or other property.~~

~~Promissory Note~~ — ~~Related Party~~

On October 21, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering (the “Promissory Note”). The Promissory Note was non-interest bearing and due upon the completionsole operational benefit of the ~~Initial Public Offering. On February 1, 2021,~~Nieri Group and Other Affiliates outside of Legacy UHG. These line of credit balances are reflected in the ~~Company repaid the Promissory Note in full. Subsequent to repayment, the facility is no longer available to the Company.~~

~~Related Party Loans~~

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company fundstable below as ~~may be required (“Working Capital Loans”). If the Company completes a~~Other Affiliates’ debt. Post Business Combination, the Company ~~would repay~~no longer enters into debt arrangements with Other Affiliates of Legacy UHG. As discussed further below, in connection with the ~~Working Capital Loans out~~Business Combination, the Wells Fargo Syndication line was amended and restated to exclude any members of the ~~proceeds~~Nieri Group and Other Affiliates of Legacy UHG from the borrower list.

The advances from the revolving construction lines, reflected as Homebuilding debt, are used to build homes and are repaid incrementally upon individual home sales. The various revolving construction lines are collateralized by the homes under construction and developed lots. The revolving construction lines are fully secured, and the availability of funds are based on the inventory value at the time of the ~~Trust Account released~~draw request. Interest accrued on the loans is added to the ~~Company. Otherwise,~~balance of the ~~Working Capital Loans would~~loans outstanding and is paid concurrently with the principal repayments made upon the occurrence of individual home sales. As the average construction time for homes is less than one year, all outstanding debt is considered short-term as of June 30, 2023 and December 31, 2022.

The following table and descriptions summarize the Company’s debt as of June 30, 2023 and December 31, 2022:


	June 30, 2023
			Homebuilding
	Weighted		Debt - Wells
	average		Fargo
	interest rate		Syndication
Wells Fargo Bank	7.87	%	$	23,575,902
Regions Bank	7.87	%		15,034,568
Texas Capital Bank	7.87	%		10,327,227
Truist Bank	7.87	%		10,728,645
First National Bank	7.87	%		4,295,074
Total debt on contracts			$	63,961,416


	December 31, 2022
			Homebuilding
	Weighted		Debt - Wells
	average		Fargo
	interest rate		Syndication		Other Affiliates⁽¹⁾		Total
Wells Fargo Bank	4.98	%	$	34,995,080	$	8,203,772	$	43,198,852
Regions Bank	4.98	%		27,550,618		—		27,550,618
Texas Capital Bank	4.98	%		19,676,552		—		19,676,552
Truist Bank	4.98	%		19,659,329		—		19,659,329
First National Bank	4.98	%		7,870,621		—		7,870,621
Anderson Brothers	4.74	%		—		2,841,034		2,841,034
Total debt on contracts			$	109,752,200	$	11,044,806	$	120,797,006

(1) Outstanding balances relate to bank financing for land acquisition and development activities of Other Affiliates for which the Company is the co-obligor or has an indirect guarantee of the indebtedness of the Other Affiliates. In addition, the $8,203,772 of Other Affiliates debt with Wells Fargo Bank as of December 31, 2022 is part of the Wells Fargo Syndication.

Wells Fargo Syndication

In July 2021, the Nieri Group entities entered into a $150,000,000 Syndicated Credit Agreement (“Syndicated Line”) with Wells Fargo Bank, National Association (“Wells Fargo”). The Syndicated Line is a three-year revolving credit facility with a maturity date of July 2024, and an option to extend the maturity date for one year that can be ~~repaid only out~~exercised upon approval from Wells Fargo. The Syndicated Line also includes a $2,000,000 letter of ~~funds held outside~~credit as a sub-facility subjected to the ~~Trust Account. In~~same terms and conditions as the ~~event that a~~Syndicated Line. The Syndicated Line was amended and restated on March 30, 2023 (“Amendment Date”) in connection with the Business Combination ~~does not close,~~(as

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defined in Note 1 - Nature of operations and basis of presentation). As a result of the amended and restated agreement, GSH, a consolidated subsidiary of the Company, ~~may use~~is now the sole borrower of the Syndicated Line. No significant terms were changed other than those described below.

The remaining availability on the Syndicated Line was $86,038,584 as of June 30, 2023 and $32,044,028 as of December 31, 2022. The Company pays a ~~portion~~fee ranging between 15 and 30 basis points per annum depending on the unused amount of ~~proceeds held outside~~ the ~~Trust Account~~Syndicated Line. The fee is computed on a daily basis and paid quarterly in arrears.

The Syndicated Line contains financial covenants, including (a) a minimum tangible net worth of no less than the sum of (x) $65 million and (y) 25% of positive after-tax income until the Amendment Date (which amount is subject to ~~repay~~increase over time based on earnings) and no less than $70 million from the ~~Working Capital Loans, but~~Amendment Date until June 30, 2023, and no ~~proceeds held~~less than $70 million plus 25% of quarterly earnings on and after June 30, 2023, (b) a maximum leverage covenant that prohibits the leverage ratio from exceeding 2.75 to 1.00 for any fiscal quarter until the Amendment Date and 2.50 to 1.00 for any fiscal quarter after the Amendment Date, (c) a minimum debt service coverage ratio to be less than 2.50 to 1.00 for any fiscal quarter, and (d) a minimum liquidity amount of not less than $15,000,000 at all times and unrestricted cash of not less than $7,500,000 at all times. The Company was in compliance with all debt covenants as of June 30, 2023. Legacy UHG was in compliance with all debt covenants as of December 31, 2022.

The interest rates on the borrowings under the Syndicated Line vary based on the leverage ratio. In connection with the amended and restated Syndicated Line, the benchmark interest rate was converted from LIBOR to Secured Overnight Financing Rate (“SOFR”), with no changes in the ~~Trust Account would~~applicable rate margins. The interest rate is based on the greater of either LIBOR prior to Amendment Date or SOFR post Amendment Date plus an applicable margin (ranging from 275 basis points to 350 basis points) based on the Company’s leverage ratio as determined in accordance with a pricing grid, or the base rate plus the aforementioned applicable margin.

Other Affiliates debt

The amounts in Other Affiliates debt are unrelated to the operations of Legacy UHG, and therefore, an equal amount is included as an offset in Retained Earnings. For the six months ended June 30, 2023 and 2022, Other Affiliates borrowed $136,773,and $5,590,194, respectively. These amounts are recorded on the Statements of Cash Flows, financing activities section, with borrowings presented as Proceeds from other affiliate debt and repayments as Repayments of other affiliate debt. On February 27, 2023, Legacy UHG paid off Wells Fargo debt associated with Other Affiliates in the amount of $8,340,545 and on February 28, 2023, Legacy UHG was released as a co-obligor from the Anderson Brothers debt associated with Other Affiliates in anticipation of the Business Combination that closed on March 30, 2023 as discussed in Note 1. As a result there is no remaining debt balance associated with Other Affiliates as of June 30, 2023.

In connection with the amendment of the Syndicated Line, the Company incurred debt issuance costs, of which $469,585 is deferred and will be ~~used~~amortized over the remaining life of the Syndicated Line. The amendment is accounted for as a modification of an existing line of credit under ASC 470, Debt, and, therefore, any previously unamortized deferred costs continue to ~~repay~~be amortized over the ~~Working Capital Loans. Except~~remaining life of the Syndicated Line. The Company recognized $214,906 and $116,226, respectively, of amortized deferred financing costs within Other (expense) income, net for the ~~foregoing,~~three months ended June 30, 2023 and 2022, respectively. The Company recognized $335,894 and $202,008 of amortized deferred financing costs within Other (expense) income, net for the six months ended June 30, 2023 and 2022, respectively. Outstanding deferred financing costs related to the Company’s Homebuilding debt were $844,751 and $771,953 as of June 30, 2023 and 2022, respectively, and are included in Prepaid expenses and other assets on the Condensed Consolidated Balance Sheets as the debt is a revolving arrangement.

Note 8 - Related party transactions

Prior to the Business Combination, Legacy UHG transacted with Other Affiliates that were owned by the shareholders of GSH. Those Other Affiliates included Land Development Affiliates and Other Operating Affiliates (see Note 1 - Nature of operations and basis of presentation).

Post Business Combination, the Company continues to transact with these parties, however, they are no longer considered affiliates of the Company. Land Development Affiliates and Other Operating Affiliates of Legacy UHG (post Business Combination) meet the definition of related parties of the Company as defined in ASC 850-10-20.

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Prior to the Business Combination, Legacy UHG maintained the cash management and treasury function for its Other Affiliates. Cash receipts from customers and cash disbursements made to vendors were recorded through one centralized bank account. Legacy UHG recorded a Due from Other Affiliate when cash was disbursed, generally to a vendor, on behalf of an affiliate. Conversely, Legacy UHG recorded a Due to Other Affiliate when cash was received from a customer on behalf of an affiliate. The balances were settled through equity upon the consummation of the Business Combination.

The below table summarizes Legacy UHG transactions with the Land Development Affiliates and Other Operating Affiliates for the six months ended June 30, 2023 and 2022.


	Six Months ended June 30, 2023
	Land		Other
	Development		Operating
	Affiliates		Affiliates		Total
Financing cash flows:
Land development expense	$	(384,349)	$	—	$	(384,349)
Other activities		(225,392)		(422,342)		(647,734)
Total financing cash flows	$	(609,741)	$	(422,342)	$	(1,032,083)

Non-cash activities
Settlement of co-obligor debt to other affiliates	$	8,340,545	$	—	$	8,340,545
Release of guarantor from GSH to shareholder		2,841,034		—		2,841,034
Credit for earnest money deposits		2,521,626		—		2,521,626
Total non-cash activity	$	13,703,205	$	—	$	13,703,205


	Six Months ended June 30, 2022
	Land		Other
	Development		Operating
	Affiliates		Affiliates		Total
Financing cash flows:
Land development expense	$	(18,795,115)	$	(628,209)	$	(19,423,324)
Other activities		(840,297)		(83,289)		(923,586)
Cash transfer		—		(10,000,000)		(10,000,000)
Total financing cash flows	$	(19,635,412)	$	(10,711,498)	$	(30,346,910)

Non-cash activities
Acquisition of developed lots		13,520,070		—		13,520,070
Total non-cash activity	$	13,520,070	$	—	$	13,520,070

Land development expense – Represents costs that were paid for by Legacy UHG that relate to the Land Development Affiliates’ operations. The Land Development Affiliates acquire raw parcels of land and develop them so that Legacy UHG can build houses on the land.

Other activities – Represent other transactions with Legacy UHG’s Other Affiliates. This includes, predominately, rent expense incurred for leased model homes and payment of real estate taxes.

Settlement of co-obligor debt to other affiliates – The amount represents the settlement of Wells Fargo debt associated with Other Affiliates.

Release of guarantor from GSH to shareholder – The amount represents that Legacy UHG was released as a co-obligor from the Anderson Brothers debt associated with Other Affiliates.

Credit for earnest money deposits – The amount represents credit received from a Legacy UHG affiliate in relation to lot deposits that Legacy UHG paid on behalf of the affiliate.

Cash transfer - A direct cash contribution to Other Affiliates from Legacy UHG. Legacy UHG transferred cash to a related party. This cash transfer is in anticipation of separating the homebuilding operations from land development operations.

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Acquisition of developed lots from related parties in settlement of Due from Other Affiliates – Once the Land Development Affiliates of Legacy UHG developed the raw parcels of land, they transferred the land to Legacy UHG in a non-cash transaction. The transfer amount was derived from the costs incurred to develop the land.

Leases

In addition to the transactions above, Legacy UHG has entered into three separate operating lease agreements with a related party. The terms of ~~such Working Capital Loans, if any, have not been determined~~the leases, including rent expense and ~~no written agreements exist~~future minimum payments, are described in Note 11 - Commitments and contingencies.

Services agreement

The Company shares office spaces with ~~respect to such loans. The Working Capital Loans would either be repaid upon consummation of~~ a ~~Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants~~related party and certain employees of the ~~post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical~~Company provide services to the ~~Private Placement Warrants.~~ same related party, as such, the Company is allocating certain shared costs to the related party in line with a predetermined methodology based on headcount. During the three and six months ended June 30, 2023 the Company allocated overhead costs to the related party in the amount of $261,248 and $447,060, respectively, and was charged for property maintenance services in the amount of $11,847 and $71,672,respectively, by the same related party. The remaining balance outstanding as of June 30, 2023 is a receivable of $187,828 and is presented within Due from related party on the Condensed Consolidated Balance Sheet.

Other

As of June 30, 2023, the Company was due $8,233,091 from a related party for advanced payments of future lot purchase agreement deposits which is recognized within Due from related party on the Condensed Consolidated Balance Sheet. The amount was settled in its entirety subsequent to June 30, 2023.

Note 9 - Lot purchase agreement deposits

The Company does not engage in the land development business. The Company’s strategy is to acquire developed lots through related parties and unrelated third party land developers pursuant to lot purchase agreements. Most lot purchase agreements require the Company to pay a nonrefundable cash deposit of between 10% and 15% of the agreed-upon fixed purchase price of the developed lots. In exchange for the deposit, the Company receives the right to purchase the finished developed lot at a preestablished price. Such contracts enable the Company to defer acquiring portions of properties owned by third parties until the Company determines whether and when to complete such acquisition, which may serve to reduce financial risks associated with long-term land holdings.

Prior to the Business Combination, when Legacy UHG was acquiring lots through Land Development Affiliates, it did not have to pay deposits as the land development operations were owned by the shareholders of GSH. As such, the table below as of December 31, 2022, does not include lot purchase agreement deposits with related parties, and it consists of unrelated third party lot purchase agreement deposits only.

Post Business Combination, the Company continues to purchase lots from the former Land Development Affiliates of Legacy UHG, however, as the Company is no longer owned by the shareholders of GSH, the Company must pay lot purchase agreement deposits to acquire lots. As such, as of June 30, 2023 all interests in lot purchase agreements, including with related parties, is recorded within Lot purchase agreement deposits on the Condensed Consolidated Balance Sheet and presented in the table below. The following table provides a summary of the Company’s interest in lot purchase agreements as of June 30, 2023 and December 31, ~~2021,~~2022:


	June 30, 2023		December 31, 2022
Lot purchase agreement deposits	$	16,416,693	$	3,804,436
Remaining purchase price		178,792,611		65,451,928
Total contract value	$	195,209,304	$	69,256,364

Out of the ~~Company had 0 borrowings under the Working Capital Loans.~~

~~Administrative Support Agreement~~$16,416,693 lot purchase agreement deposits outstanding as of June 30, 2023, $13,722,475 are with related parties.

The Company ~~agreed, commencing~~has the right to cancel or terminate the lot purchase agreement at any time for any reason. The legal obligation and economic loss resulting from a cancellation or termination is limited to the amount of the deposits paid. The cancellation or termination of a lot purchase agreement results in the Company recording a write-off of the nonrefundable deposit to Cost of sales. For the three months ended June 30, 2023 and 2022, the Company recorded $6,991 and $24,324, respectively, and for the six months ended June 30,

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2023 and 2022, the Company recorded $15,655 and $113,685, respectively, to Cost of sales for the forfeited lot purchase agreement deposits. The deposits placed by the Company pursuant to the lot purchase agreements are deemed to be a variable interest in related party land developers but not in the third-party land developers. See Note 3 - Summary of significant accounting policies for the policy and conclusions about unconsolidated variable interest entities.

Note 10 - Warranty reserves

The Company establishes warranty reserves to provide for estimated future costs as a result of construction and product defects. Estimates are determined based on management’s judgment considering factors such as historical spend and projected cost of corrective action.

The following table provides a summary of the activity related to warranty reserves, which are included in Other accrued expenses and liabilities on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support. The Sponsor has waived these fees through June 30, 2022.accompanying Condensed Consolidated Balance Sheets as follows:


	Six Months Ended		Year Ended
	June 30, 2023		December 31, 2022
Warranty reserves at beginning of the period	$	1,371,412	$	1,275,594
Reserves provided		527,620		1,156,027
Payments for warranty costs and other		(589,169)		(1,060,209)
Warranty reserves at end of the period	$	1,309,863	$	1,371,412

Note 611 - Commitments and ~~Contingencies~~contingencies

~~Registration Rights~~Leases

The ~~holders~~Company leases office spaces in South Carolina under operating lease agreements with related parties, which have a remaining lease term of up to five years, some of which include options to extend on a month-to-month basis, and some of which include options to terminate the lease. These options are excluded from the calculation of the ~~Founder Shares, Private Placement Warrants~~ROU asset and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities were entitled to make up to 3 demands, excluding short form demands,lease liability until it is reasonably certain that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.option will be exercised. The Company ~~will bear~~recognized an operating lease expense of $186,348 and $163,283 within Selling, general, and administrative expense on the Condensed Consolidated Statements of Operations for the three months ended June 30, 2023 and 2022, respectively. The Company recognized an operating lease expense of $387,787 and $322,962 within Selling, general, and administrative expense on the Condensed Consolidated Statements of Operations for the six months ended June 30, 2023 and 2022, respectively.

Operating lease expense included variable lease expense of $8,534 and $17,989 for the three months ended June 30, 2023 and 2022, respectively, Operating lease expense included variable lease expense of $20,459 and $36,226 for the six months ended June 30, 2023 and 2022, respectively.

The weighted-average discount rate for the operating leases was 5.59% and 3.17% during the six months ended June 30, 2023 and 2022, respectively.

The weighted-average remaining lease term was 2.00 and 2.27 years for the six months ended June 30, 2023 and 2022, respectively.

During the year ended December 31, 2022, Legacy UHG closed on 19 sale-leaseback transactions with related parties, whereby it is the lessee. Leases commenced on January 1, 2023. The Company is responsible for paying the operating expenses ~~incurred in connection~~associated with the ~~filing of any such registration statements.~~model homes while under lease. The rent expense associated with sale-leaseback agreements that mature in less than 12 months (and are excluded thus from the ROU asset and lease liability) is $67,425 and $136,050, respectively, for the three and six months ended June 30, 2023.

1323

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~~DIAMONDHEAD HOLDINGS CORP.~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

~~Underwriting Agreement~~

The Company granted the underwriter a 45-day option from the date of Initial Public Offering to purchase up to 4,500,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On January 28, 2021, the underwriters fully exercised the over-allotment option.

The underwriter was entitled to a cash underwriting discount of $0.20 per Unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriter was entitled to a deferred fee of $0.35 per Unit, or approximately $12.1 million in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

~~Note 7~~ —~~Derivative Warrant Liabilities~~

~~As of June 30, 2022 and December 31, 2021, the Company had an aggregate of 14,558,333 warrants outstanding, comprised of 8,625,000 Public Warrants and 5,933,333 Private Placement Warrants.~~

Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its reasonable best efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

~~Redemptions of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds~~ ~~$18.00~~ — ~~Once the warrants become exercisable, the Company may redeem the Public Warrants:~~

●

~~in whole and not in part;~~

●

~~at a price of $0.01 per warrant;~~

●

~~upon not less than 30 days’ prior written notice of redemption to each warrant holder; and~~

●

if, and only if, closing price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending 3 business days before the Company sends the notice of redemption to each warrant holder.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

~~Table of Contents~~

~~DIAMONDHEAD HOLDINGS CORP.~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

~~Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds~~ ~~$10.00~~ —~~Once the warrants become exercisable, the Company may redeem the outstanding warrants:~~

●

~~in whole and not in part;~~

●

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants, but only on a cashless basis, prior to redemption and receive that number of shares to be determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A common stock except as otherwise described below;

●

if, and only if, the closing price of our Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders; and

●

if the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at a Newly Issued Price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to our initial stockholders or their respective affiliates, without taking into account any Founder Shares held by them, as applicable, prior to such issuance), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price.

The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except as set forth under “Redemption of Warrants when the Price per Share of Class A Common Stock Equals or Exceeds $10.00”). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

~~Note 8—Class A Common Stock Subject to Possible Redemption~~

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 300,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to 1 vote for each share. As of June 30, 2022 and December 31, 2021, there were 34,500,000 shares of Class A common stock outstanding, which were all subject to possible redemption and are classified as temporary equity and presented outside of permanent equity in the condensed balance sheets.

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~~DIAMONDHEAD HOLDINGS CORP.~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

The ~~Class A common stock subject to possible redemption reflected on~~maturity of the ~~condensed balance sheets is reconciled on the following table~~contractual, undiscounted operating lease liabilities as of June 30, 2023 are as follows:


	Lease Payment
2023	$	241,156
2024		292,992
2025		108,792
2026		48,000
2027 and thereafter		—
Total undiscounted operating lease liabilities	$	690,940
Interest on operating lease liabilities		(34,168)
Total present value of operating lease liabilities	$	656,772

The Company has certain leases which have initial lease terms of twelve months or less (“short-term leases”). The Company elected to exclude these leases from recognition, and these leases have not been included in our recognized operating ROU assets and operating lease liabilities. The Company recorded $87,492 and $20,260 of rent expense related to the short-term leases within Selling, general and administrative expense on the Condensed Consolidated Statements of Operations for the three months ended June 30, 2023 and 2022, respectively, and $182,873 and $54,515 for the six months ended June 30, 2023 and 2022, respectively.

Litigation

The Company is subject to various claims and lawsuits that may arise primarily in the ordinary course of business, which consist mainly of construction defect claims. In the opinion of management, the disposition of these matters will not have a material adverse effect on the Company’s Condensed Consolidated Financial Statements. When the Company believes that a loss is probable and estimable and not fully able to be recouped, the Company will record an expense and corresponding contingent liability. As of the date of these Condensed Consolidated Financial Statements, management believes that the Company has not incurred a liability as a result of any claims.

Note 12 - Convertible Note

In connection with the closing of the Business Combination, GSH entered into the Note Purchase Agreement, dated March 21, 2023, and effective March 30, 2023, with DHHC and the Convertible Note Investors. As part of the PIPE Investment, the Convertible Note Investors agreed to purchase $80.0 million in original principal amount of Notes at a 6.25% original issue discount and were issued an additional 744,588 UHG Class A Common Shares. The aggregate proceeds of the PIPE Investment were $75.0 million.

The Notes mature on March 30, 2028, and bear interest at a rate of 15%. The Company has the option to pay any accrued and unpaid interest at a rate in excess of 10% either in cash or by capitalizing such interest and adding it to the then outstanding principal amount of the Notes (“PIK Interest”). The Company has elected to pay the full accrued and unpaid interest in excess of 10% in cash rather than PIK Interest. The effective interest rate on the Notes is 20.46%.

The Notes are convertible at the holder’s option into UHG Class A Common Shares at any time after March 30, 2024 through March 30, 2028, at a per share price (the “Initial Conversion Price”) equal to 80% of volume-weighted average trading sale price (“VWAP”) per UHG Class A Common Share during the 30 consecutive trading days prior to the first anniversary of the Closing Date (the “Measurement Period”). Pursuant to the Note Purchase Agreement, the Initial Conversion Price has a floor of $5.00 per share and a cap of $10.00 per share. The Initial Conversion Price is subject to adjustments for certain anti-dilution provisions as provided in the Notes. If an anti-dilution event occurs, the number of shares of common stock issuable upon conversion may be higher than implied by the Initial Conversion Price. Each Note is also convertible at the Company’s option into UHG Class A Common Shares, at any time after the second anniversary of the Closing Date if the VWAP per UHG Class A Common Share exceeds $13.50 for 20 trading days in a 30 consecutive trading day period. The Company was not required to bifurcate either of these conversion features as they met the derivative classification scope exception as described in ASC 815-15.

The Notes may be redeemed by the Company at any time prior to 60 days before March 30, 2028, by repaying all principal and interest amounts outstanding at the time of redemption plus a make-whole amount equal to the additional interest that would accrue if the Notes remained outstanding through their maturity date. The Company was not required to bifurcate the embedded redemption feature, as the economic characteristics and risks of the redemption feature were clearly and closely related to the economic characteristics and risk of the Notes in accordance with ASC 815-15.

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The Notes also contain additional conversion, redemption, and payment provision features, at the option of the holder, which can be exercised upon contingent events such as the Company defaulting on the Notes, a change of control in the ownership of the Company, or other events requiring indemnification. As the contingent events are either entirely within the Company’s control or based on an event management considers the probability of occurring as extremely remote, these features which are required to be bifurcated, would likely have minimal or no value, and therefore deemed to not be material to the Condensed Consolidated Financial Statements.

The fair value of the Notes was calculated using a Binomial model and a Monte Carlo model. The PIPE Shares were valued using a Discounted Cash Flow Model. The Company will accrete the value of the discount across the expected term of the Note using the effective interest method.

The below table presents the outstanding balance of the Notes as of June 30, 2023:


	June 30, 2023
Beginning Balance – Par	$	80,000,000
Unamortized Discount		(12,866,415)
Carrying Value	$	67,133,585

The Company recognized interest expense of $3.4 million for the Notes for the three and six months ended June 30, 2023.

The following assumptions were used in the Binomial and Monte Carlo valuation models to determine the estimated fair value of the Notes at the issue date, March 30, 2023 and as of June 30, 2023.


	June 30, 2023		March 30, 2023
Risk-free interest rate	4.20	%	3.80	%
Expected volatility	40	%	40	%
Expected dividend yield	—	%	—	%

Risk-Free Interest Rate – The risk-free interest rate is based on the U.S. Treasury zero coupon bond used to reduce any projected future cash flows derived from the payoff of the Notes as UHG common shares.

Expected Volatility – The Company’s expected volatility was estimated based on the average historical volatility for comparable publicly traded companies.

Expected Dividend Yield – The dividend yield is based on the Company’s history and expectation of dividend payouts. The Company does not expect to pay cash dividends to shareholders during the term of the Notes, therefore the expected dividend yield is determined to be zero.

Note 13 - Share-based compensation

Equity Incentive Plans

In January 2022, the Board of Directors of GSH approved and adopted the Great Southern Homes, Inc. 2022 Equity Incentive Plan (the “2022 Plan”). The 2022 Plan was administered by a committee appointed by the Board of Directors and had reserved 3,000 common shares to be issued as equity-based awards to directors and employees of GSH. The number of awards reserved was subject to change based on certain corporate events or changes in GSH’s capital structure and the shares vest ratably over four years. The 2022 Plan defined awards to include incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, stock bonus awards, and performance compensation awards. Effective as of March 30, 2023, in connection with the Business Combination, the Company’s board of directors adopted the United Homes Group, Inc. 2023 Equity Incentive Plan (the “2023 Plan”) at which time the 2022 Plan was terminated. The outstanding options prior to the Business Combination were cancelled in exchange of substantially equivalent options to acquire shares of Common Stock of the Company based on the Exchange Ratio for the UHG common shares in the Business Combination. No further grants can be made under the 2022 Plan. The 2023 Plan provides that the number of shares reserved and available for issuance under the 2023 Plan will automatically increase each January 1, beginning on January 1, 2024, by 4% of the number of outstanding shares of Common Stock on the immediately preceding December 31, or such lesser amount as determined by the Company’s board of directors. Each replacement stock option is subject to the same terms and conditions as were applicable under the 2022 Plan.

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The Company concluded that the replacement stock options issued in connection with the Business Combination did not require accounting for effects of the modification under ASC 718 as it was concluded that a) the fair value of the replacement award is the same as the fair value of the original award immediately before the original award was replaced, b) there were no changes in the vesting terms, and c) the classification of awards did not change.

For the three months ended June 30, 2023, the Company granted 2,755,140 options with an exercise price of $11.64 per share that vest annually over four years. The weighted-average grant date fair value of options granted for the three months ended June 30, 2023 was $5.34. As of June 30, 2023, the Company had only issued incentive and non-qualified stock options.

The following table summarizes the activity relating to the Company’s stock options. The below stock option figures are presented giving effect to a retroactive application of the Business Combination which resulted in a replacement of the previous 2022 Plan stock options with the 2023 Plan, as described above, at an Exchange Ratio of approximately 373.47. In addition, the exercise price for each replacement stock option was also adjusted using the Exchange Ratio.


		Weighted-
		Average
		Per share
		Exercise
	Stock options	price
Outstanding, December 31, 2022	870,567	$	2.81
Granted	2,755,140		11.64
Exercised	(1,494)		2.81
Forfeited	(95,329)		2.81
Outstanding, June 30, 2023	3,528,884		9.70
Options exercisable at June 30, 2023	194,206	$	2.81

The aggregate intrinsic value of the stock options outstanding was $6,460,471 and $7,460,132 as of June 30, 2023 and December 31, ~~2021:~~2022 respectively. The intrinsic value of a stock option is the amount by which the fair value of the underlying stock exceeds the price of the option. The aggregate intrinsic value excludes the effect of stock options that have a zero or negative intrinsic value.

Gross Proceeds

$
345,000,000
Less:

Proceeds allocated to Public Warrants

(7,762,500)
Class A common stock issuance costs

(19,114,492)
Plus:

Accretion of carrying value to redemption value

26,876,992
Class A common stock subject to possible redemption at December 31, 2021

345,000,000
Increase in redemption value of Class A common stock subject to redemption

76,542
Class A common stock subject to possible redemption at June 30, 2022

$
345,076,542

The Company recognizes stock compensation expense resulting from the equity-based awards over the requisite service period. Stock compensation expense is recorded based on the estimated fair value of the equity‑based award on the grant date using the Black‑Scholes valuation model. Stock compensation expense is recognized in the Selling, general and administrative expense line item in the Condensed Consolidated Statements of Operations. Total stock compensation expense included in the Condensed Consolidated Statements of Operations for the three months ended June 30, 2023 and 2022 was $410,530 and $53,288, respectively, and $461,609 and $94,710 for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, there was unrecognized stock compensation expense related to non-vested stock option arrangements totaling $14,871,937. The weighted average period over which the unrecognized stock compensation expense is expected to be recognized is 3.61 years.

Prior to the Business Combination, Legacy UHG’s common stock was not publicly traded, and it estimated the fair value of common stock based on the combination of the three methods: (i) the discounted cash flow method of the income approach; (ii) the guideline company method of the market approach; and (iii) the subject transaction method of the market approach.

Legacy UHG considered numerous objective and subjective factors to determine the fair value of the Company’s common stock. The factors considered included, but were not limited to: (i) the results of periodic independent third-party valuations; (ii) nature of the business and history of the enterprise from its inception; (iii) the economic outlook in general and for the specific industry; (iv) the book value of the stock and financial condition of the business; (v) earning and dividend paying capacity of the business; (vi) the market prices of stocks of corporations engaged in the same or similar lines of business having their stock actively traded in a free and open market, either on an exchange or over-the-counter.

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The following table presents the assumptions used in the Black-Scholes option-pricing model to determine the grant date fair value of stock options granted during the year ended December 31, 2022 adjusted by the Exchange Ratio, the fair value of stock options immediately before the original award was replaced, the fair value of stock options replaced on the replacement date and the fair value of options issued during the three months ended June 30, 2023.


Inputs	May 25, 2023			March 30, 2023			January 19, 2022
Risk-free interest rate		4.00	%		3.77	%		1.82	%
Expected volatility		40	%		40	%		35	%
Expected dividend yield		—	%		—	%		—	%
Expected life (in years)		6.25			5.10			6.25
Fair value of options	$	5.34		$	10.41		$	1.06

Risk-Free Interest Rate – The risk-free interest rate is based on the U.S. Treasury zero coupon bond issued in effect at the time of the grant for the periods corresponding with the expected term of the stock option.

Expected Volatility – The expected volatility was estimated based on the average volatility for comparable publicly traded companies over a period equal to the expected term of the options.

Expected Dividend Yield – The dividend yield is based on the history and expectation of dividend payouts. The Company does not expect to pay cash dividends to shareholders during the term of options, therefore the expected dividend yield is determined to be zero.

Expected Life – The expected term represents the period the options granted are expected to be outstanding in years. As Legacy UHG did not have sufficient historical experience for determining the expected term, the expected term has been derived based on the SAB 107 simplified method for awards that qualify as plain-vanilla options.

Certain stock options issued under the 2023 Plan are issued to individuals who are not employees of the Company and who are not providing goods or services to the Company. These options are recognized in accordance with ASC 815 as a derivative liability and marked to market at each reporting period end. The derivative liability of stock options amounts to $494,150 and is included within Derivative liability on the Condensed Consolidated Balance Sheet as of June 30, 2023.

Stock warrants

In January 2022, Legacy UHG granted an option to non-employee directors to purchase 1,867,368 stock warrants for $150,000. Each warrant represents one non-voting common share. The warrants are exercisable at $4.05 per warrant, which represents an out-of-the-money strike price. The warrants can be exercised for 10 years starting from July 1, 2022. Using the Black-Scholes valuation model, the Company determined the aggregate fair value of these warrants to be approximately $1,376,800 as of the grant date. Because there is no continued service requirement for the warrant holders, the Company recorded a one-time stock compensation expense in the amount of $1,226,800 within the Selling, general and administrative expense line item in the Condensed Consolidated Statement of Operations for the year ended December 31, 2022.

The following table presents the assumptions used in the Black-Scholes option-pricing model to determine the grant date fair value of stock warrants granted during the year ended December 31, 2022. There were no warrants granted during the six month period ended June 30, 2023.

Inputs	December 31, 2022
Risk-free interest rate		1.78	%
Expected volatility		35	%
Expected dividend yield		—	%
Expected life (in years)		6.40
Fair value of warrants granted	$	0.7

The methodology for determining the inputs is consistent with the input methodology for stock options as described above.

In March 2022, the option holders purchased the warrants in exchange for $150,000 cash consideration. This amount was recorded directly to Additional Paid-in Capital in the Company’s Condensed Consolidated Balance Sheet.

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The outstanding stock warrants prior to the Business Combination were converted into warrants to acquire a number of shares of Common Stock of the Company based on the Exchange Ratio for the UHG common shares in the Business Combination. The above stock warrants figures are presented giving effect to a retroactive application of the Business Combination which resulted in a conversion of the warrants at an Exchange Ratio of approximately 373.47:1. In addition, the exercise price for each converted stock warrant was also adjusted using the Exchange Ratio. Each converted stock warrant is subject to the same terms and conditions as were applicable prior to the conversion.

On April 28, 2023, a warrant holder of the stock warrants exercised their warrants. 1,120,421 stock warrants were exercised in a cashless exercise whereby the Company issued 748,020 UHG Class A Common Shares in accordance with the conversion terms. As of June 30, 2023, there are 746,947 stock warrants outstanding.

Earnout Employee Optionholders

The Earnout Shares issuable to holders of equity stock options as of the Closing Date are accounted for as equity classified stock compensation and do not have a requisite service period. During the six months ended June 30, 2023, the Company recognized a one-time stock-based compensation expense related to the Earnout of $4.4 million, which is excluded from the above stock-based compensation expense table. See Note 14 - Earnout Shares for the assumptions and inputs used in the valuation of the Earnout Shares.

Note 14 - Earnout Shares

During the five year period after the Closing (“Earnout Period”), eligible GSH Equity Holders and Employee Option Holders are entitled to receive up to 20,000,000 Earnout Shares. Additionally, and pursuant to the Sponsor Support Agreement, the Sponsor surrendered 1,886,378 DHHC Class B Shares for the contingent right to receive Earnout Shares. All Earnout Shares issuable to GSH Equity Holders, Employee Option Holders and the Sponsors are subject to the same Triggering Events (defined below).

On the date when the VWAP of one share of the UHG Class A Common Shares quoted on the NASDAQ has been greater than or equal to $12.50, $15.00, $17.50 (“Triggering Event I,” “Triggering Event II,” and “Triggering Event III,” respectively, and together the “Triggering Events”) for any twenty trading days within any thirty consecutive trading day period within the Earnout Period, the eligible GSH Equity Holders, Employee Option Holders, and the Sponsors will receive Earnout Shares distributed on a pro-rata basis. For Triggering Event I and Triggering Event II, 37.5% of Earnout Shares will be released and following the achievement of Triggering Event III, 25.0% of Earnout Shares will be released.

As discussed in Note 3 - Summary of significant accounting policies, there are two units of account within the Earnout Shares depending on the Earnout Holder. If the Earnout Holder is either a GSH Equity Holder or Sponsor, the instrument will be accounted for as a derivative liability. If the Earnout Holder is an Employee Option Holder, the instrument will be accounted for as an equity classified award. The following table summarizes the number of Earnout Shares allocated to each unit of account as of June 30, 2023:


	Triggering Event I	Triggering Event II	Triggering Event III
Derivative liability	8,059,386	8,059,386	5,372,923
Stock compensation	148,006	148,006	98,671
Total Earnout Shares	8,207,392	8,207,392	5,471,594

As of March 30, 2023, the fair value of the Earnout Shares was $12.10 per share issuable upon Triggering Event I, $11.16 per share issuable upon Triggering Event II and $10.19 per share issuable upon Triggering Event III.

As of March 31, 2023, the fair value of the Earnout Shares was $20.81 per share issuable upon Triggering Event I, $20.77 per share issuable upon Triggering Event II and $20.57 per share issuable upon Triggering Event III.

As of June 30, 2023, the fair value of the Earnout Shares was $10.13 per share issuable upon Triggering Event I, $9.17 per share issuable upon Triggering Event II and $8.22 per share issuable upon Triggering Event III.

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The estimated fair value of the Earnout Shares was determined using a Monte Carlo simulation using a distribution of potential outcomes on a daily basis over the Earnout Period. The assumptions used in the valuation of these instruments, using the most reliable information available, include:


Inputs	June 30, 2023			March 31, 2023			March 30, 2023
Current stock price	$	11.16		$	20.80		$	12.68
Stock price targets		$12.50, $15.00, $17.50			$12.50, $15.00, $17.50			$12.50, $15.00, $17.50
Expected life (in years)		4.75			5.00			5.00
Earnout period (in years)		4.75			4.75			4.75
Risk-free interest rate		4.20	%		3.69	%		3.75	%
Expected volatility		40	%		40	%		40	%
Expected dividend yield		—	%		—	%		—	%

The change in the fair value of the Earnout Shares between March 30, 2023 and June 30, 2023 was primarily attributable to the decrease in the current stock price of the Company from $12.68 as of March 30, 2023 to $11.16 as of June 30, 2023.

As none of the earnout Triggering Events have occurred as of June 30, 2023, no shares have been distributed.

Note ~~9— Stockholders’ Equity (Deficit)~~15 - Warrant liability

~~Preferred Stock —~~Immediately prior to the Closing Date, 2,966,669 of the 5,933,333 Private Placement Warrants were forfeited. The ~~Company is authorized~~remaining 2,966,664 Private Placement Warrants were recognized as a liability on the Closing Date at fair value. The Private Placement Warrant liability was remeasured to ~~issue 10,000,000 shares~~fair value as of ~~preferred stock with a par~~March 31, 2023 and June 30, 2023. The change in fair value of ~~$0.0001 per share with such designations, voting~~the private placement warrant liability for the three and ~~other rights and preferences as may be determined from time to time by the Company’s board of directors. At~~six months ended June 30, ~~2022~~2023 resulted in a loss of $1.4 million and ~~December 31, 2021, there were 0 shares of preferred stock issued or outstanding.~~

~~Class A Common Stock —~~ ~~The Company is authorized to issue 300,000,000 shares of Class A common stock with a par~~$2.6 million, respectively. These changes are included in Change in fair value of ~~$0.0001 per share. Holders~~derivative liabilities on the Condensed Consolidated Statement of ~~Class A common stock are entitled~~Operations.

The Private Placement Warrants were valued using the following assumptions under the Monte Carlo method:


Inputs	June 30, 2023			March 31, 2023			March 30, 2023
Current stock price	$	11.16		$	20.80		$	12.68
Exercise price	$	11.50		$	11.50		$	11.50
Expected life (in years)		4.75			5.00			5.00
Risk-free interest rate		4.20	%		3.69	%		3.75	%
Expected volatility		40	%		40	%		40	%
Expected dividend yield		—			—			—

The Public Warrants were initially recognized as a liability on the Closing Date at a fair value. The Public Warrant liability was remeasured to ~~1 vote for each share. At~~fair value as of March 31, 2023 and June 30, ~~2022 and December 31, 2021, there were 34,500,000 shares of Class A common stock issued and outstanding, all subject to possible redemption and classified as temporary equity.~~

~~Class B Common Stock —~~2023. The ~~Company is authorized to issue 10,000,000 shares of Class B common stock with a par~~change in fair value of ~~$0.0001 per share. Holders of Class B common stock are entitled to 1 vote~~the public warrant liability for ~~each share. As of~~the three and six months ended June 30, 2022 and December 31, 2021, there were 8,625,000 shares of Class B common stock issued and outstanding. Of the 8,625,000 shares of Class B common stock initially issued, up to 1,125,000 shares were subject to forfeiture to the extent that the underwriter’s option to purchase additional units was not exercised in full, so that the Sponsor would own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. On January 28, 2021, the underwriters fully exercised the over-allotment option; thus, these 1,125,000 Founder Shares were no longer subject to forfeiture.

~~Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders, except as required by law.~~

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller2023 resulted in a ~~Business Combination). Holders~~loss of ~~Founder Shares may also elect to convert their shares~~$3.2 million and $4.7 million, respectively. These changes are included in Change in fair value of ~~Class B common stock into an equal number~~derivative liabilities on the Condensed Consolidated Statement of ~~shares of Class A common stock, subject to adjustment as provided above, at any time.~~Operations.

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~~DIAMONDHEAD HOLDINGS CORP.~~Note 16 - Income taxes

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~For the three and six months ended June 30, 2023, the Company recognized income tax expense of $2,657,726 and $636,461, respectively. At the end of each interim period, the Company estimates the effective tax rate expected to be applicable for the full fiscal year and this rate is applied to the results for the year-to-date period, and then adjusted for any discrete period items. The Company’s estimated annual effective tax rate for the six months ended June 30, 2023 is 26.2%. This differs from the federal statutory rate of 21.0% primarily due to state income tax expense and nondeductible expenses. The Company has determined that changes in fair value of derivative liabilities, as well as offsetting tax adjustments, will be treated as discrete items in the period incurred.

Great Southern Homes, Inc., a consolidated subsidiary of the Company, had a change in tax status from an S Corporation to a C Corporation on March 30, 2023. In connection with its change in status to a taxable entity, it recorded an income tax benefit of $1,199,454 in order to establish various deferred tax assets, primarily attributable to timing differences in revenue recognition. This benefit is treated as a discrete item. Only income recognized during the period in which Great Southern Homes, Inc. was a taxable entity is included in the calculation of the consolidated estimated annual effective tax rate for the six months ended June 30, 2023.

Note 17 - Employee benefit plan

Effective January 1, 2021, GSH sponsored an elective safe harbor 401(k) contribution plan covering substantially all employees who have completed three consecutive months of service. The plan provides that GSH will match up to the first 3% of the participant’s base salary rate at 100% and 50% of the next 2% for a maximum contribution of 4%. In addition, participants become 100% vested with respect to employer contributions after completing six years of service starting in 2021. Administrative costs for the plan were paid by GSH.

Total contributions paid to the plans for Legacy UHG’s employees for the three months ended June 30, 2023 and 2022 were approximately $37,035, and $60,693, respectively, and $117,112 and $98,345 for the six months ended June 30, 2023 and 2022, respectively. These amounts are recorded in Selling, general and administrative expenses on the Condensed Consolidated Statements of Operations.

Note 18 - Net Earnings Per Share

The Company computes basic net earnings per share using net income attributable to Company common stockholders and the weighted average number of common shares outstanding during each period.

The weighted average number of shares of common stock outstanding prior to the Business Combination have been retroactively adjusted by the Exchange Ratio to give effect to the reverse recapitalization treatment of the Business Combination. The equity structure of the Company for the three and six months ended June 30, 2023 reflects the equity structure of DHHC, including the equity interests issued by DHHC to effect the business combination.

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~~Note 10—Fair Value Measurements~~

~~The following tables presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy:~~

Fair Value Measured as of June 30, 2022


Level 1

Level 2

Level 3

Total
Assets:

Investments held in Trust Account - Money Market Funds

$
345,249,812

$
—

$
—

$
345,249,812
Liabilities:

Derivative public warrant liabilities

$
862,500

$
—

$
—

$
862,500
Derivative private warrant liabilities

$
—

$
—

$
593,330

$
593,330

Fair Value Measured as of December 31, 2021


Level 1

Level 2

Level 3

Total
Assets:

Investments held in Trust Account - Money Market Funds

$
345,020,717

$
—

$
—

$
345,020,717
Liabilities:

Derivative public warrant liabilities

$
5,175,000

$
—

$
—

$
5,175,000
Derivative private warrant liabilities

$
—

$
—

$
3,619,330

$
3,619,330

Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement in March 2021, when the Public Warrants were separately listed and traded in an active market.

Level 1 assets include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

Prior to being publicly traded, the fair value of the Public Warrants issued in connection with the Initial Public Offering were measured at fair value using a Monte Carlo simulation model, and the Private Placement Warrants have been measured at fair value using a modified Black-Scholes model. As of June 30, 2022 and December 31, 2021, the value of the Public Warrants was measured based on the trading price since being separately listed and traded. For the three months ended June 30, 2022 and 2021, the Company recognized a gain/(loss) of approximately $3.6 million and ($7.0 million), respectively, resulting from a decrease/(increase) in the fair value of derivative liabilities and is presented as change in fair value of derivative warrant liabilities on the accompanying condensed statements of operations. For the six months ended June 30, 2022 and 2021, the Company recognized a gain/(loss) of approximately $7.3 million and ($2.7 million), respectively, resulting from a decrease/(increase) in the fair value of derivative liabilities and is presented as change in fair value of derivative warrant liabilities on the accompanying condensed statements of operations.

The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation and a Black-Scholes model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on the historical volatility of an index of companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at 0.

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~~DIAMONDHEAD HOLDINGS CORP.~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

The following table ~~provides quantitative information regarding Level 3 fair value measurements inputs as~~sets forth the computation of ~~June 30, 2022~~the Company’s basic and ~~December 31, 2021:~~diluted net profit per share:

As of June 30, 2022

As of December 31, 2021

Exercise price

$
11.50

$
11.50

Stock Price

$
9.83

$
9.74

Option term (in years)

4.90

4.82

Volatility

2
%

12
%
Risk-free interest rate

3.1
%

1.3
%


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income	$	245,362,759	$	25,902,006	$	40,858,431	$	42,919,934
Basic income available to common shareholders	$	245,362,759	$	25,902,006	$	40,858,431	$	42,919,934

Effect of dilutive securities:
Add back:
Interest on Convertible note, net of tax		2,523,450		—		2,523,450		—
Change in fair value of stock options - liability classified, net of tax		(745,263)		—		(56,333)		—
Diluted income available to common shareholders	$	247,140,946	$	25,902,006	$	43,325,548	$	42,919,934

Weighted-average number of common shares outstanding - basic		48,122,141		37,347,350		42,877,744		37,347,350
Effect of dilutive securities:
Convertible notes		8,960,573		—		4,569,176		—
Stock options - equity classified		—		69,800		309,407		34,900
Stock options - liability classified		83,071		—		84,711		—
Stock warrants		708,468		27,198		959,187		13,599
Public warrants		—		—		—		—
Private placement warrants		—		—		—		—
Weighted-average number of common shares outstanding - diluted		57,874,253		37,444,348		48,800,225		37,395,849

Net earnings per common share:
Basic	$	5.10	$	0.69	$	0.95	$	1.15
Diluted	$	4.27	$	0.69	$	0.89	$	1.15

The ~~change in~~following table summarizes potentially dilutive outstanding securities for that were excluded from the ~~fair value~~calculation of ~~the derivative warrant liabilities measured utilizing Level 3 inputs is summarized as follows:~~diluted EPS, because their effect would have been anti-dilutive:

Derivative warrant liabilities at December 31, 2021 - Level 3

$
3,619,330
Change in fair value of derivative warrant liabilities - Level 3

(1,542,660)
Derivative warrant liabilities at March 31, 2022 - Level 3

2,076,670
Change in fair value of derivative warrant liabilities - Level 3

(1,483,340)
Derivative warrant liabilities at June 30, 2022 - Level 3

$
593,330


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2022	2023	2022
Stock warrants	—	—	—	—
Private placement warrants	70,853	—	35,427	—
Public warrants	205,993	—	102,996	—
Stock options - equity classified	1,894,442	—	—	—
Stock options - liability classified	—	—	—	—
Convertible notes	—	—	—	—
Total anti-dilutive features	2,171,288	—	138,423	—

Derivative warrant liabilities at December 31, 2020 - Level 3

$
0
Issuance of Derivative Warrants - Level 3

13,161,830
Transfer of Public Warrants to Level 1

(7,762,500)
Change in fair value of derivative warrant liabilities - Level 3

(1,661,330)
Derivative warrant liabilities at March 31, 2021 - Level 3

$
3,738,000
Change in fair value of derivative warrant liabilities - Level 3

2,848,000
Derivative warrant liabilities at June 30, 2021 - Level 3

$
6,586,000

The Company’s 21,886,378 Earnout Shares are excluded from the anti-dilutive table above for the three and six months ended June 30, 2023, as the underlying shares remain contingently issuable as the Earnout Triggering Events have not been satisfied.

Note 1019 - Subsequent ~~Events~~events

~~The Company evaluated~~Management has performed an evaluation of subsequent events ~~and transactions that occurred~~ after the ~~balance sheet~~Balance Sheet date ~~up to~~of June 30, 2023 through the date ~~that~~ the ~~condensed financial statements~~Condensed Consolidated Financial Statements were available to be issued. ~~Based upon this review,~~

On August 10, 2023, the Company ~~did not identify any subsequent events,~~amended and restated the existing Syndicated Credit Agreement (“Second Amendment”). As a result of the Second Amendment, GSH, a consolidated subsidiary of the Company, along with the Company are co-borrowers of the Syndicated Credit Agreement.

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The Second Amendment, among other ~~than described below, that would~~things, provides an increase in facility from $150.0 million to $240.0 million and extends the maturity date to August 10, 2026. Wells Fargo Bank and Regions Bank have ~~required adjustment or disclosure~~increased their participation in the ~~condensed financial statements.~~Syndicated Line from $55.0 million to $65.0 million and from $35.0 million to $55.0 million, respectively. Texas Capital Bank, Truist Bank and First National Bank are no longer participants of the Syndicated Line while Flagstar Bank, United Bank and Third Coast Bank have joined as new participants of the Syndicated Line with the participation of $50.0 million, $40.0 million and $30.0 million, respectively.

~~Effective as of August 10, 2022,~~There were no changes to interest rates under the ~~underwriter from the Initial Public Offering waived its entitlement to the deferred underwriting commissions in the amount of $12,075,000.~~

Second Amendment.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations.~~Operation

References to the “Company,” “UHG,” “our,” “us” or “we” refer to ~~DiamondHead Holdings Corp.~~United Homes Group, Inc. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

~~Cautionary Note Regarding Forward-Looking Statements~~Overview

~~This Quarterly Report on Form 10-Q includes forward-looking statements within~~UHG designs, builds and sells homes principally in South Carolina, with a smaller presence in Georgia. The geographical markets in which UHG presently operates its homebuilding business are currently high- growth markets, with substantial in-migrations and employment growth. UHG’s business historically consisted of both homebuilding operations and land development operations. Recently, UHG separated its land development operations and homebuilding operations across separate entities in an effort to adopt best practices in the ~~meaning~~homebuilding industry associated with ownership and control of ~~Section 27A~~land and lots and production efficiency. Following the separation of the ~~Securities Act of 1933, as amended, and Section 21E~~land development business, which is now primarily conducted by affiliated land development companies (collectively, the “Land Development Affiliates”) that are outside of the ~~Securities Exchange Act~~corporate structure of ~~1934,~~UHG, it employs an asset-light lot operating strategy, with a focus on the design, construction and sale of entry-level, first move up and second move up single-family houses. UHG principally builds detached single-family houses, and, to a lesser extent, attached single-family houses, including duplex houses and town houses.

UHG expects to continue to enjoy a close relationship with the Land Development Affiliates, allowing it to potentially benefit from the pipeline of approximately 8,000 lots as ~~amended~~of June 30, 2023, which consists of lots that are owned or controlled by Land Development Affiliates and which UHG expects to obtain the contractual right to acquire, in addition to lots that UHG may acquire from third parties.

Since its founding in 2004, UHG has delivered approximately 13,000 homes and currently builds in approximately 53 active subdivisions at prices that generally range from $200,000 to $450,000. For the three months ended June 30, 2023 and 2022, UHG had 341 and 339 net new orders, and generated approximately $122.1 million and $142.5 million in revenue on 385 and 459 closings, respectively. For the six months ended June 30, 2023 and 2022, UHG had 730 and 813 net new orders, and generated approximately $216.9 million and $250.9 million in revenue on 713 and 873 closings, respectively.

UHG’s plan to grow its business is multifaceted: it plans to grow organically, through external acquisitions, and through expansion of business verticals via its mortgage joint venture, Homeowners Mortgage, LLC (the ~~“Exchange Act”~~“Joint Venture”)~~. We have~~ and build-to-rent (“BTR”) platform, pursuant to which UHG will work together with institutional investors for development of BTR communities. Organically, the community count is expected to continue to increase in 2023, and UHG expects average community size to increase, based ~~these forward-looking statements~~ on ~~our current expectations~~new communities currently under development. UHG also expects to engage in opportunistic acquisitions of complementary private homebuilders within existing and ~~projections about future events. These forward-looking statements are subject~~targeted new markets, and to ~~known~~grow its institutional BTR platform.

Additionally, UHG expects that continued operation of the Joint Venture, which began generating revenue in July 2022, will add to UHG’s revenue and ~~unknown risks, uncertainties~~EBITDA growth, improve buyer traffic conversion, and ~~assumptions about us that may cause our actual results, levels~~reduce backlog cancellation rates.

UHG revenues decreased from approximately $142.5 million for the three months ended June 30, 2022 to $122.1 million for the three months ended June 30, 2023. For the three months ended June 30, 2023, UHG generated gross profit of ~~activity, performance or achievements~~19.6%, adjusted gross profit of 21.4%, adjusted EBITDA margin of 10.7%, and net income of approximately $245.4 million, representing a decrease of 9.2%, 8.1%, and 9.0%, and an increase of $219.5 million, respectively, from the three months ended June 30, 2022.

UHG revenues decreased from approximately $250.9 million for the six months ended June 30, 2022 to ~~be materially different~~$216.9 million for the six months ended June 30, 2023. For the six months ended June 30, 2023, UHG generated gross profit of 18.8%, adjusted gross profit of 20.9%, adjusted EBITDA margin of 10.0%, and net income of approximately $40.9 million representing a decrease of 8.4%, 7.1%, 8.9%, and $2.1 million, respectively, from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the ~~negative of such terms or other similar expressions. Such statements include, but~~six months ended June 30, 2022.

Adjusted gross profit, EBITDA, adjusted EBITDA, and EBITDA Margin are not ~~limited to, possible business combinations~~financial measures under GAAP. See “UHG’s Management’s Discussion and ~~the financing thereof,~~Analysis of Financial Condition and ~~related matters, as well as all other statements other than statements~~Results of ~~historical fact included in this Form 10-Q. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities~~Operation — Non-GAAP Financial Measures” for an explanation of how UHG computes these non-GAAP financial measures and ~~Exchange Commission (“SEC”) filings.~~

~~Overview~~

~~We are a blank check company incorporated in Delaware on October 7, 2020~~ for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). Our sponsor is DHP SPAC-II Sponsor LLC (“Sponsor”).

The registration statement for our Initial Public Offering was declared effective on January 25, 2021. On January 28, 2021, we consummated our Initial Public Offering of 34,500,000 units (the “Units” and, with respectreconciliations to the ~~Class A common stock included in the Units being offered, the “Public Shares”),~~most directly comparable GAAP financial measure, including 4,500,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.6 million, of which approximately $12.1 million is included in deferred underwriting commissions.

~~Simultaneously with the closing~~an explanation of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 5,933,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to our Sponsor and to certain qualified institutional buyers or institutional accredited investors, including certain funds and accounts managed by subsidiaries of BlackRock, Inc. and Millennium Management LLC (each an “Anchor Investor”), generating proceeds of $8.9 million.

Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.pro forma amounts.

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~~If we are unable~~Over the last year the homebuilding industry has faced headwinds due to ~~complete~~macro-economic factors, such as rising inflation and the Federal Reserve’s response of raising interest rates beginning in March 2022 and continuing through July 2023. As a result, new home demand has been negatively impacted by affordability concerns from higher mortgage rates. In response to softer demand for new homes, UHG introduced additional sales incentives starting in the second half of 2022 and continuing through the first half of 2023, mostly in the form of mortgage rate buy downs or closing costs.

Although UHG continues to deal with pricing fluctuations related to building materials, labor and lot costs, UHG has experienced a significant decline in lumber prices from the peak prices in 2022 which should have a meaningful positive impact on margins for new homes constructed. UHG does have remaining inventory with various levels of framing costs, which will be reflected in the margins for these homes. There has also been overall improvement in the supply chain, which, coupled with UHG’s standardization of certain features of its homes, has improved construction cycle times. While UHG cannot predict the extent to which the aforementioned factors will impact its performance, it believes that its asset-light business model positions them well to effectively navigate market volatility.

Business Combination

On March 30, 2023 (the “Closing Date”), UHG consummated the previously announced business combination (the “Business Combination”) contemplated by the Business Combination ~~within the~~Agreement, dated as of September 10, 2022 (the “Business Combination ~~Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at~~Agreement”), by and among DiamondHead Holdings Corp., a ~~per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account~~Delaware corporation (“DHHC” and, not previously released to us to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete a Business Combination within the Combination Period.

~~Liquidity and Going Concern~~

As of June 30, 2022, we had approximately $43,000 in cash and working capital of approximately $112,000 (not taking into account tax obligations of approximately $8,000 that may be paid using investment income earned in the Trust Account).

Our liquidity needs to date have been satisfied through a payment of $25,000 from our Sponsor to pay for certain offering costs in exchange for issuance of Founder Shares, the loan under the Promissory Note of $130,000, and the net proceeds fromafter the consummation of the ~~Private Placement not held in the Trust Account. We fully repaid the Promissory Note on February 1, 2021. In addition, in order to finance transaction costs in connection with an Initial~~ Business Combination, ~~our officers, directors~~United Homes Group, Inc. (“UHG” or the “Company”)), Hestia Merger Sub, Inc., a South Carolina corporation and ~~initial stockholders may, but are not obligated~~wholly owned subsidiary of DHHC (“Merger Sub”), and Great Southern Homes, Inc., a South Carolina corporation (“GSH”). Pursuant to ~~provide us Working Capital Loans. As~~the terms of ~~June 30, 2022, there were no amounts outstanding under any Working Capital Loans.~~

~~Based on~~ the ~~foregoing, management believes we will have sufficient working capital~~Business Combination Agreement, Merger Sub merged with and ~~borrowing capacity to meet our needs through~~into GSH, with GSH surviving the merger as a wholly owned subsidiary of the Company. In connection with the consummation of athe Business ~~Combination. However,~~Combination on the Closing Date, DHHC changed its name from DHHC to United Homes Group, Inc.

For accounting treatment of the Business Combination, see Note 2 - Merger and Reverse Recapitalization in connection with management’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements-Going Concern,” management has determined that the ~~mandatory liquidation and subsequent dissolution raise substantial doubt about its ability to continue as a going concern. No adjustments have been made~~notes to the ~~carrying amounts~~UHG Condensed Consolidated Financial Statements. Unless otherwise indicated or the context otherwise requires, references in this quarterly report on Form 10-Q to “Legacy UHG” refer to the homebuilding operations of ~~assets or liabilities should~~GSH prior to the ~~Company be required to liquidate after January 28, 2023.~~consummation of the Business Combination.

~~Results~~The accompanying results of ~~Operations~~

~~Our entire activity since inception up to June 30, 2022 related to our formation, the preparation~~operations for the ~~Initial Public Offering,~~three and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. We will not be generating any operating revenues until the closing and completion of our initial Business Combination, at the earliest.

For the three months ended June 30, 2022, we had net income of approximately $3.6 million, which consisted approximately $490,000 in interest income from investments held in the Trust Account, non-operating income of approximately $3.6 million resulting from changes in the fair value of derivative warrant liabilities, partially offset by approximately $307,000 in general and administrative expenses, approximately $49,000 of franchise tax expense and income tax expense of approximately $63,000.

For the three months ended June 30, 2021, we had a loss of approximately $7.2 million, which consisted of $7.0 million for change in fair value of derivative warrant liabilities, approximately $125,000 of general and administrative expenses and approximately $49,000 of franchise tax expense, partially offset by approximately $5,000 of income from investments held in Trust Account.

~~For the~~ six months ended June 30, 2022 ~~we had net income~~(“Legacy UHG financial statements”) have been prepared from Legacy UHG’s historical financial records and reflect the historical financial position. Results of ~~approximately $7.3 million, which consisted approximately $518,000~~operations of Legacy UHG for the periods presented are on a carve-out basis in ~~interest income from investments held~~accordance with generally accepted accounting principles in the ~~trust account, non-operating income~~United States of ~~approximately $7.3 million resulting from~~America (“U.S. GAAP”). The Legacy UHG financial statements present historical information and results attributable to the homebuilding operations of GSH. The Legacy UHG financial statements exclude GSH’s operations related to land development operations as Legacy UHG historically did not operate as a standalone company. The carve-out methodology was used since Legacy UHG’s inception until the Closing date. Refer to Note 1 – Nature of operations and basis of presentation and Note 2 – Merger and Reverse Recapitalization in the notes to the UHG Condensed Consolidated Financial Statements included elsewhere in this quarterly report for more information on the Business Combination and Basis of Presentation.

Components of UHG’s Operating Results

Below are general definitions of the Condensed Consolidated Statements of Operations line items set forth in UHG’s period over period changes in results of operations.

Revenues

Revenues include the ~~fair value~~proceeds from the closing of ~~derivative warrant liabilities, partially offset~~homes sold to UHG’s customers. Revenues from home sales are recorded at the time each home sale is closed and closing conditions are met. Performance obligations are generally satisfied at a point in time when the control of the home is transferred to the customer. Control is considered to be transferred to the customer at the time of closing when the title and possession of the home are received by ~~approximately $444,000~~the homebuyer. In some contracts, the customer controls the underlying land upon which the home is constructed. For these specific contracts, the performance obligation is satisfied over time. Revenue for these contracts is recognized using the input method based on costs incurred as compared to total estimated project costs. Proceeds from home sales are generally received within a few days after closing. Home sales are reported net of sales discounts. The pace of net new orders, average home sales price, and the amount of upgrades or options selected impact UHG’s recorded revenues in ~~general and administrative expenses and approximately $98,000 of franchise tax expense.~~

~~For the six months ended June 30, 2021, we had~~ a net loss of approximately $4.0 million, which consisted of $2.7 million for change in fair value of derivative warrant liabilities, approximately $449,000 of financing costs and approximately $767,000 of general and administrative expenses and approximately $98,000 of franchise tax expense, partially offset by approximately $9,000 of income from investments held in Trust Account.given period.

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~~Contractual Obligations~~Cost of Sales

WeCost of sales includes the lot cost and carrying costs associated with each lot, construction costs of each home, capitalized interest expensed, building permits, warranty costs (both incurred and estimated to be incurred) and sales incentives in the form of mortgage rate buydowns and closings costs. In addition, Cost of sales includes payroll, including bonuses for our field based personnel. Allocated costs, including interest, and property taxes, incurred during the home construction are capitalized and expensed to Cost of sales when the home is closed, and revenue is recognized. Indirect costs such as maintenance of communities, signage and supervision are expensed as incurred. UHG expects that developed land will be acquired from the Land Development Affiliates of Legacy UHG and third parties at fair market value, which, when compared to Legacy UHG’s historical acquisition of developed land from non-third parties at cost, is likely to increase UHG’s Cost of sales.

Selling, General and Administrative Expense

Selling expense includes sales commissions for closed homes, marketing expenses, and certain lease expenses incurred to maintain model homes. UHG recognizes these costs in the period they are incurred. General and administrative expense consists of corporate personnel and marketing overhead expenses such as payroll, insurance, IT, office expenses, advertising, outside professional services, travel expenses and other public company costs such as Board of Director fees, D&O insurance, listing fees and filing expenses. UHG recognizes these costs in the period they are incurred. General and administrative expense further includes operating lease expense, variable lease costs including maintenance charges, taxes, business insurance, and other similar costs, rent expense related to short-term leases, stock compensation expense associated with the equity classified earnout shares issued in connection with the Business Combination, stock compensation expense associated with the 2023 Plan and transaction expenses.

Prior to the Business Combination, a portion of the selling, general and administrative (“SG&A”) expenses were allocated to Legacy UHG based on direct usage, when identifiable or, when not directly identifiable, on the basis of proportional cost of sales or employee headcount, as applicable. Post Business Combination, the allocation of a portion of SG&A is no longer applicable.

Other (Expense) Income, Net

Other (expense) income, net includes amortization of deferred loan costs associated with UHG’s revolving lines of credit, loss upon sale of retirement of depreciable assets, interest expense on the Convertible Note entered into in connection with the Business Combination, dividend income and miscellaneous vendor and credit card rebates.

Equity in Net Earnings from Investment in Joint Venture

On February 4, 2022, Legacy UHG entered into a joint venture agreement with an unrelated third party to acquire a 49% equity stake in Homeowners Mortgage, LLC, and made an initial capital contribution of $49,000 at the formation of the joint venture. Equity in net earnings from investment in joint venture for the period from the commencement of operations through June 30, 2023 was $0.6 million, increasing the investment in joint venture as of June 30, 2023 to $0.8 million.

Change in Fair Value of Derivative Liabilities

Change in fair value of derivative liabilities includes certain stock options (as discussed in Note 13 - Share-based compensation in the notes to the UHG Condensed Consolidated Financial Statements) issued under the 2023 Plan, warrants issued in connection with DHHC’s Initial Public Offering (the “Public Warrants”, as discussed in Note 15 - Warrant liability in the notes the UHG Condensed Consolidated Financial Statements), warrants issued in a private placement by DHHC (the “Private Placement Warrants”, as discussed in Note 15 - Warrant liability in the notes the UHG Condensed Consolidated Financial Statements) and certain Earnout Shares issued in connection with the Business Combination (as discussed in Note 14 - Earnout Shares in the notes to the UHG Condensed Consolidated Financial Statements). These instruments are recognized as a derivative liability in accordance with ASC 815, and marked to market at the end of each reporting period. The change in fair value of the derivative liability classified instruments is included in Change in fair value of derivative liabilities on UHG’s Condensed Consolidated Statement of Operations.

Income Before Taxes

Income before taxes is revenues less cost of sales, selling, general and administrative expense, other (expense) income, net, equity in net earnings from investment in joint venture, and change in fair value of derivative liabilities.

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Income Tax Expense

Income taxes are accounted for using the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences on differences between the carrying amounts of assets and liabilities and their respective tax basis, using tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. Deferred tax assets are reduced by a valuation allowance when it is “more-likely-than not” that some portion or all of the deferred tax assets will not be realized. When evaluating the realizability of deferred tax assets, all evidence, both positive and negative, is evaluated.

Net Income

Net income is income before taxes adjusted for income tax expense.

Net New Orders

Net new orders is a key performance metric for the homebuilding industry and is an indicator of future revenues and cost of sales. Net new orders for a period is gross sales less any customer cancellations received during the same period. Sales are recognized when a customer signs a contract and UHG approves such contract.

Cancellation Rate

UHG records a cancellation when a customer provides notification that they do not ~~have any long-term debt obligations, capital lease obligations, operating lease obligations,~~wish to purchase ~~obligations~~a home. Increasing cancellations are a negative indicator of future performance and can be an indicator of decreased revenues, cost of sales and net income. Cancellations can occur due to customer credit issues or ~~long-term liabilities.~~changes to the customer’s desires. The cancellation rate is the total cancellations during the period divided by the total number of new sales for homes during the period.

~~Registration Rights~~Backlog

~~The holders of the Founder Shares, Private Placement Warrants and warrants~~Backlog represents homes sold but not yet closed with customers. Backlog is affected by customer cancellations that may be beyond UHG’s control, such as customers unable to obtain financing or unable to sell their existing home.

Gross Profit

Gross profit is revenue less cost of sales for the reported period.

Adjusted Gross Profit

Adjusted gross profit, a non-GAAP measure, is gross profit less capitalized interest expensed in cost of sales.

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Results of Operations

Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022

The following table presents summary results of operations for the periods indicated:


	Three Months Ended June 30,
							Amount
	2023			2022			Change			% Change
Statements of Operations
Revenue, net of sales discounts	$	122,091,629		$	142,468,681		$	(20,377,052)		(14.3)	%
Cost of sales		98,174,149			101,458,330			(3,284,181)		(3.3)	%
Selling, general and administrative expense		16,335,318			15,200,745			1,134,573		7.2	%
Other (expense) income, net		(2,295,330)			92,400			(2,387,730)		NM
Equity in net earnings from investment in joint venture		390,674			—			390,674		NM
Change in fair value of derivative liabilities		242,342,979			—			242,342,979		NM
Income before taxes	$	248,020,485		$	25,902,006		$	222,118,479		857.5	%
Income tax expense		(2,657,726)			—			(2,657,726)		NM
Net Income	$	245,362,759		$	25,902,006		$	219,460,753		847.5	%
Other Financial and Operating Data:
Active communities at end of period^(a)		53			57			(4)		(7.0)	%
Home closings		385			459			(74)		(16.1)	%
Average sales price of homes closed^(b)	$	313,075		$	300,270		$	12,805		4.3	%
Net new orders (units)		341			339			2		0.6	%
Cancellation rate		15.8	%		11.0	%		4.8	%	43.6	%
Backlog		293			591			(298)		(50.4)	%
Gross profit	$	23,917,480		$	41,010,351		$	(17,092,871)		(41.7)	%
Gross profit %^(c)		19.6	%		28.8	%		(9.2)	%	(31.9)	%
Adjusted gross profit^(d)		26,077,447		$	41,637,720		$	(15,560,273)		(37.4)	%
Adjusted gross profit %^(c)		21.4	%		29.2	%		(7.8)	%	(26.7)	%
EBITDA^(d)	$	253,939,617		$	26,534,933		$	227,404,684		857.0	%
EBITDA margin %^(c)		208.0	%		18.6	%		189.4	%	1,018.3	%
Adjusted EBITDA^(d)	$	13,109,262		$	27,752,115		$	(14,642,853)		(52.8)	%
Adjusted EBITDA margin %^(c)		10.7	%		19.5	%		(8.8)	%	(45.1)	%

NM - Not Meaningful

^(a)^{UHG had 5 communities in closeout for the three months ended June 30, 2023 and 7 communities in closeout for the three months ended June 30, 2022. These communities are not included in the count of “Active communities at end of period.”}

^{(b) Average sales price of homes closed is calculated based on homebuilding revenues, excluding the impact of percentage of completion revenues.}

^{(c) Calculated as a percentage of revenue}

^{(d) Adjusted gross profit, EBITDA and adjusted EBITDA are non-GAAP financial measures. For definitions of adjusted gross profit, EBITDA and adjusted EBITDA and a reconciliation to the most directly comparable financial measures calculated and presented in accordance with GAAP, see “ UHG’s}^{Management’s Discussion and Analysis of Financial Condition and Result of Operations—Non-GAAP Financial Measures.}^”

Revenues: Revenues for the three months ended June 30, 2023 were $122.1 million, a decrease of $20.4 million, or 14.3%, from $142.5 million for the three months ended June 30, 2022. The decrease in revenues was primarily attributable to the decrease in sales of production-built homes. The decrease in the number of home closings was due in part to rising mortgage rates, which caused a reduction in purchasing power for homebuyers. The average sales price of production-built homes closed for the three months ended June 30, 2023 was $313,075, an increase of $12,805, or 4.3%, from the average sales price of production-built homes closed of $300,270 for the three months ended June 30, 2022. A decrease in revenues of $22.5 million was due to a decrease in the number of production-built homes sold and was offset by an increase of $4.8 million attributable to an increase in the average price of homes sold. The decrease in revenue was also attributable to a decrease in Revenue recognized over time from land owned by customers of $2.7 million.

Cost of Sales and Gross Profit: Cost of sales for the three months ended June 30, 2023 was $98.2 million, a decrease of $3.3 million, or 3.3%, from $101.5 million for the three months ended June 30, 2022. The decrease in Cost of sales was primarily attributable to the

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decrease in number of homes sold. UHG closed 385 homes during the three months ended June 30, 2023, a decrease of 74 home closings, or 16.1%, as compared to 459 homes closed during the three months ended June 30, 2022. This was partially offset by an increase in the average cost to complete a home due to higher direct costs, including lumber prices, and incentives, primarily in the form of mortgage rate buydowns and closing costs.

Gross profit for the three months ended June 30, 2023 was $23.9 million, a decrease of $17.1 million, or 41.7%, from $41.0 million for the three months ended June 30, 2022, due to the decline in the number of home closings and increased cost per home as described above. Gross profit as a percentage of revenue for the three months ended June 30, 2023 was 19.6%, a decrease of 9.2%, as compared 28.8% for the three months ended June 30, 2022.

Adjusted Gross Profit: Adjusted gross profit for the three months ended June 30, 2023 was $26.1 million, a decrease of $15.5 million, or 37.4%, as compared to $41.6 million for the three months ended June 30, 2022. Adjusted gross profit as a percentage of revenue for the three months ended June 30, 2023 was 21.4%, a decrease of 7.8%, as compared to 29.2% for the three months ended June 30, 2022. The adjusted gross profit as a percentage of revenue decrease was attributable to a $17.1 million decrease in gross profit for the three months ended June 30, 2023 as compared to June 30, 2022. This decrease was partially offset by interest expense included in cost of sales, which increased by $1.5 million due to higher interest rates period over period. Adjusted gross profit is a non-GAAP financial measure. For the definition of adjusted gross profit and a reconciliation to UHG’s most directly comparable financial measure calculated and presented in accordance with GAAP, see “UHG’s Management’s Discussion and Analysis of Financial Condition and Result of Operations — Non-GAAP Financial Measures.”

Selling, General and Administrative Expense: Selling, general and administrative expense for the three months ended June 30, 2023 was $16.3 million, an increase of $1.1 million, or 7.2%, from $15.2 million for the three months ended June 30, 2022. The increase in selling, general and administrative expense was attributable to an increase of $0.4 million related to stock compensation expense, public company expenses of $0.6 million and an increase in consulting and audit fees of $0.5 million for the three months ended June 30, 2023. This increase was partially offset by a decrease in commissions expense of $0.8 million.

Other (Expense) Income, Net: Total Other (expense) income, net for the three months ended June 30, 2023 was $(2.3) million of expense, a decrease of $2.4 million, or NM, from $0.1 million of income for the three months ended June 30, 2022. The decrease in Other (expense) income, net was primarily attributable to an increase in interest expense on the Convertible Notes issued ~~upon conversion~~in connection with the Business Combination of ~~Working Capital Loans (and any shares~~$3.4 million, partially offset by a decrease in investment income of ~~Class A common~~$1.2 million.

Equity in Net Earnings from Investment in Joint Venture: Equity in net earnings from investment in joint venture for the three months ended June 30, 2023 was $0.4 million compared to zero for the three months ended June 30, 2022, due to the joint venture not being formed until mid-2022. The increase in equity in net earnings from investment in joint venture increased the investment in joint venture as of June 30, 2023 to $0.8 million. There were no impairment losses related to the Company’s investment in the joint venture recognized during the three months ended June 30, 2023.

Change in Fair Value of Derivative Liabilities: Change in fair value of derivative liabilities for the three months ended June 30, 2023 was $242.3 million as compared to zero for the three months ended June 30, 2022. Under ASC 815, derivative liabilities are marked to market each reporting period with changes recognized on the Statements of Operations. This change was attributable to a change in fair value of $245.9 million related to the Earnout Shares and $1.0 million related to the stock ~~issuable upon~~options issued under the ~~exercise~~2023 Incentive Plan that are accounted for as derivative liabilities under ASC 815, offset by a change in fair value of $3.2 million related to the Public Warrants and $1.4 million related to the Private Placement Warrants ~~and warrants that may be~~ issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of Initial Public Offering, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities were entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in connection with the ~~filing~~Business Combination.

Income Tax Expense: Income tax expense for the three months ended June 30, 2023 was $2.7 million as compared to zero for the three months ended June 30, 2022. The Company estimates the effective tax rate expected to be applicable for the full fiscal year and this rate is applied to the results for the year-to-date period, and then adjusted for any discrete period items.

Net Income: Net income for the three months ended June 30, 2023 was $245.4 million, an increase of ~~any such registration statements.~~$219.5 million, or 847.5%, from $25.9 million for the three months ended June 30, 2022. The increase in Net income was primarily attributable to the increase in income before taxes of $222.1 million, or 857.5%, during the three months ended June 30, 2023 as compared to the three months ended June 30, 2022, (which is primarily attributable to the change in fair value of derivative liabilities), partially offset by an increase in income tax expense of $2.7 million, during the three months ended June 30, 2023 as compared to the three months ended June 30, 2022.

~~Underwriting Agreement~~

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Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022

~~We granted~~

The following table presents summary results of operations for the ~~underwriter~~periods indicated:


	Six Months Ended June 30,
							Amount
	2023			2022			Change			% Change
Statements of Operations
Revenue, net of sales discounts	$	216,918,331		$	250,905,541		$	(33,987,210)		(13.6)	%
Cost of sales		176,223,078			182,623,290			(6,400,212)		(3.5)	%
Selling, general and administrative expense		33,022,719			25,625,795			7,396,924		28.9	%
Other (expense) income, net		(2,092,615)			263,478			(2,356,093)		(800.0)	%
Equity in net earnings from investment in joint venture		636,482			—			636,482		NM
Change in fair value of derivative liability		35,278,491			—			35,278,491		NM
Income before taxes	$	41,494,892		$	42,919,934			(1,425,042)		(3.3)	%
Income tax expense		(636,461)			—			(636,461)		NM
Net income	$	40,858,431		$	42,919,934		$	(2,061,503)		(4.7)	%
Other Financial and Operating Data:
Active communities at end of period^(a)		53			57			(4)		(7.0)	%
Home closings		713			873			(160)		(18.3)	%
Average sales price of homes closed^(b)	$	313,591		$	287,272		$	26,319		9.2	%
Net new orders (units)		730			813			(83)		(10.2)	%
Cancellation rate		14.5	%		15.0	%		(0.5)	%	(3.3)	%
Backlog		293			591			(298)		(50.4)	%
Gross profit	$	40,695,253		$	68,282,251		$	(27,586,998)		(40.4)	%
Gross profit %^(c)		18.8	%		27.2	%		(8.4)	%	(30.9)	%
Adjusted gross profit^(d)	$	45,242,052		$	69,867,520		$	(24,625,468)		(35.2)	%
Adjusted gross profit %^(c)		20.9	%		27.8	%		(6.9)	%	(24.8)	%
EBITDA^(d)	$	49,929,159		$	44,636,114		$	5,293,045		11.9	%
EBITDA margin %^(c)		23.0	%		17.8	%		5.2	%	29.2	%
Adjusted EBITDA^(d)	$	21,626,472		$	47,121,518		$	(25,495,046)		(54.1)	%
Adjusted EBITDA margin %^(c)		10.0	%		18.8	%		(8.8)	%	(46.8)	%

NM - Not Meaningful

^(a)^{UHG had 5 communities in closeout for the six months ended June 30, 2023 and 7 communities in closeout for the six months ended June 30, 2022. These communities are not included in the count of “Active communities at end of period.”}

^{(b) Average sales price of homes closed is calculated based on homebuilding revenues, excluding the impact of percentage of completion revenues.}

^{(c) Calculated as a 45-day optionpercentage of revenue}

Revenues: Revenues for the six months ended June 30, 2023 were $216.9 million, a decrease of $34.0 million, or 13.6%, from $250.9 million for the six months ended June 30, 2022. The decrease in revenues was primarily attributable to the decrease in sales of production-built homes. The decrease in the number of home closings was due in part to rising mortgage rates, which caused a reduction in purchasing power for homebuyers. The average sales price of production-built homes closed for the six months ended June 30, 2023 was $313,591, an increase of $26,319, or 9.2%, from the ~~date~~average sales price of ~~Initial~~production-built homes closed of $287,272 for the six months ended June 30, 2022. A decrease in revenues of $47.4 million due to the decrease in number of production-built homes sold is offset by $17.6 million generated from the increase in overall sales prices. The decrease in revenues was also attributable to a decrease in revenue recognized over time from land owned by customers of $4.2 million.

Cost of Sales and Gross Profit: Cost of sales for the six months ended June 30, 2023 was $176.2 million, a decrease of $6.4 million, or 3.5%, from $182.6 million for the six months ended June 30, 2022. The decrease in Cost of sales was primarily attributable to the decrease in number of homes sold. UHG closed 713 homes during the six months ended June 30, 2023, a decrease of 160 home closings, or 18.3%, as compared to 873 homes closed during the six months ended June 30, 2022. This was partially offset by an increase in the

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average cost to complete a home as a result of higher direct costs, including lumber prices, and incentives, primarily in the form of mortgage rate buydowns and closing costs.

Gross profit for the six months ended June 30, 2023 was $40.7 million, a decrease of $27.6 million, or 40.4%, from $68.3 million for the six months ended June 30, 2022, due to the decline in the number of home closings and increased cost per home as described above. Gross profit as a percentage of revenue for the six months ended June 30, 2023 was 18.8%, a decrease of 8.4%, as compared 27.2% for the six months ended June 30, 2022.

Adjusted Gross Profit: Adjusted gross profit for the six months ended June 30, 2023 was $45.2 million, a decrease of $24.7 million, or 35.2%, as compared to $69.9 million for the six months ended June 30, 2022. Adjusted gross profit as a percentage of revenue for the six months ended June 30, 2023 was 20.9%, a decrease of 6.9%, as compared to 27.8% for the six months ended June 30, 2022. The adjusted gross profit as a percentage of revenue decrease was attributable to a $27.6 million decrease in gross profit for the six months ended June 30, 2023 as compared to June 30, 2022. This decrease was partially offset when excluding interest expense included in cost of sales, which increased by $3.0 million due to higher interest rates period over period. Adjusted gross profit is a non-GAAP financial measure. For the definition of adjusted gross profit and a reconciliation to UHG’s most directly comparable financial measure calculated and presented in accordance with GAAP, see “UHG’s Management’s Discussion and Analysis of Financial Condition and Result of Operations — Non-GAAP Financial Measures.”

Selling, General and Administrative Expense: Selling, general and administrative expense for the six months ended June 30, 2023 was $33.0 million, an increase of $7.4 million, or 28.9%, from $25.6 million for the six months ended June 30, 2022. The increase in selling, general and administrative expense was attributable to an increase of $4.4 million related to stock compensation expense, $2.9 million of consulting expenses, and $1.9 million of general & administrative expenses, which includes public company expenses of $0.6 million. This increase was partially offset by a decrease of $1.5 million in commission expenses and $0.3 million in miscellaneous expenses.

Other (Expense) Income, Net: Total other (expense) income, net for the six months ended June 30, 2023 was $(2.1) million of expense, a decrease of $2.4 million, or 800.0%, from $0.3 million of income for the six months ended June 30, 2022. The decrease in other (expense) income was primarily attributable to an increase of $3.4 million of interest expense on the Convertible Notes issued in connection with the Business Combination, offset by an increase in investment income of $1.2 million.

Equity in Net Earnings from Investment in Joint Venture: Equity in net earnings from investment in joint venture for the six months ended June 30, 2023 was $0.6 million compared to zero for the six months ended June 30, 2022, due to the joint venture not being formed until mid-2022. The increase in equity in net earnings from investment in joint venture increased the investment in joint venture as of June 30, 2023 to $0.8 million. There were no impairment losses related to the Company’s investment in the joint venture recognized during the six months ended June 30, 2023.

Change in Fair Value of Derivative Liabilities: Change in fair value of derivative liabilities for the six months ended June 30, 2023 was $35.3 million as compared to zero for the six months ended June 30, 2022. This change was primarily attributable to a change in fair value of $42.5 million related to the Earnout Shares and $0.1 million related to the stock options issued under the 2023 Incentive Plan that are accounted for as derivative liabilities under ASC 815, offset by a change in fair value of $4.7 million related to the Public ~~Offering~~Warrants and $2.6 million related to the Private Placement Warrants issued in connection with the Business Combination.

Income Tax Expense: Income tax expense for the six months ended June 30, 2023 was $0.6 million as compared to zero for the six months ended June 30, 2022. The Company estimates the effective tax rate expected to be applicable for the full fiscal year and this rate is applied to the results for the year-to-date period, and then adjusted for any discrete period items. The Company’s estimated annual effective tax rate for the six months ended June 30, 2023 is 26.2%.

Net Income: Net income for the six months ended June 30, 2023 was $40.9 million, a decrease of $2.0 million, or 4.7%, from $42.9 million for the six months ended June 30, 2022. The decrease in net income was primarily attributable to the decrease in income before taxes of $1.4 million, or 3.3%, during the six months ended June 30, 2023 as compared to the six months ended June 30, 2022 (which is primarily attributable to the change in fair value of derivative liabilities), and by an increase in income tax expense of $0.6 million, during the six months ended June 30, 2023 as compared to zero during the six months ended June 30, 2022.

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Non-GAAP Financial Measures

Adjusted Gross Profit

Adjusted gross profit is a non-GAAP financial measure used by management of UHG as a supplemental measure in evaluating operating performance. UHG defines adjusted gross profit as gross profit excluding the effects of capitalized interest expensed in cost of sales. UHG’s management believes this information is meaningful because it separates the impact that capitalized interest expensed in cost of sales has on gross profit to provide a more specific measurement of UHG’s gross profits. However, because adjusted gross profit information excludes capitalized interest expensed in cost of sales, which has real economic effects and could impact UHG’s results of operations, the utility of adjusted gross profit information as a measure of UHG’s operating performance may be limited. Other companies may not calculate adjusted gross profit information in the same manner that UHG does. Accordingly, adjusted gross profit information should be considered only as a supplement to gross profit information as a measure of UHG’s performance.

The following table presents a reconciliation of adjusted gross profit to the GAAP financial measure of gross profit for each of the periods indicated.


	Three Months Ended June 30						Six Months Ended June 30
	2023			2022			2023			2022
Revenue, net of sales discounts	$	122,091,629		$	142,468,681		$	216,918,331		$	250,905,541
Cost of sales		98,174,149			101,458,330			176,223,078			182,623,290
Gross profit	$	23,917,480		$	41,010,351		$	40,695,253		$	68,282,251
Interest expense in cost of sales		2,159,967			627,369			4,546,799			1,585,269
Adjusted gross profit	$	26,077,447		$	41,637,720		$	45,242,052		$	69,867,520
Gross profit %^(a)		19.6	%		28.8	%		18.8	%		27.2	%
Adjusted gross profit %^(a)		21.4	%		29.2	%		20.9	%		27.8	%

^{(a) Calculated as a percentage of revenue}

EBITDA and Adjusted EBITDA

Earnings before interest, taxes, depreciation and amortization, or EBITDA, and adjusted EBITDA are supplemental non-GAAP financial measures used by management of UHG. UHG defines EBITDA as net income before (i) capitalized interest expensed in cost of sales, (ii) interest expensed in other (expense) income, net, (iii) depreciation and amortization, (iv) taxes. UHG defines adjusted EBITDA as EBITDA before stock-based compensation expense, transaction cost expense and change in fair value of derivative liabilities. Management of UHG believes EBITDA and adjusted EBITDA are useful because they provide a more effective evaluation of UHG’s operating performance and allow comparison of UHG’s results of operations from period to period without regard to UHG’s financing methods or capital structure or other items that impact comparability of financial results from period to period such as fluctuations in interest expense or effective tax rates, levels of depreciation or amortization, or unusual items. EBITDA and adjusted EBITDA should not be considered as alternatives to, or more meaningful than, net income or any other measure as determined in accordance with GAAP. UHG’s computations of EBITDA and adjusted EBITDA may not be comparable to EBITDA or adjusted EBITDA of other companies. UHG presents EBITDA and adjusted EBITDA because they believe these metrics provide useful information regarding the factors and trends affecting UHG’s business.

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The following table presents a reconciliation of EBITDA and adjusted EBITDA to the GAAP financial measure of net income for each of the periods indicated.


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Net income	$	245,362,759		$	25,902,006		$	40,858,431		$	42,919,934
Interest expense in cost of sales		2,159,967			627,369			4,546,799			1,585,269
Interest expense in other (expense) income, net		3,419,309			—			3,419,309			—
Depreciation and amortization		251,846			2,606			466,776			175,217
Taxes		2,745,736			2,952			637,844			(44,306)
EBITDA	$	253,939,617		$	26,534,933		$	49,929,159		$	44,636,114
Stock-based compensation expense		410,530			53,288			4,909,686			1,321,510
Transaction cost expense		1,102,094			1,163,894			2,066,118			1,163,894
Change in fair value of derivative liabilities		(242,342,979)			—			(35,278,491)			—
Adjusted EBITDA	$	13,109,262		$	27,752,115		$	21,626,472		$	47,121,518
EBITDA margin^(a)		208.0	%		18.6	%		23.0	%		17.8	%
Adjusted EBITDA margin^(a)		10.7	%		19.5	%		10.0	%		18.8	%

^{(a) Calculated as a percentage of revenue}

Liquidity and Capital Resources

Overview

UHG funds its operations from its current cash holdings and cash flows generated by operating activities, as well as its available revolving lines of credit, as further described below. As of June 30, 2023, UHG had approximately $92.7 million in cash and cash equivalents, an increase of $80.5 million, from $12.2 million as of December 31, 2022. As of the Closing Date, UHG received net proceeds from the business combination and the PIPE investments (“PIPE Investments”) of approximately $94.4 million. As of June 30, 2023 and December 31, 2022, UHG had approximately $86.0 million, and $32.0 million in unused committed capacity under its revolving lines of credit, respectively. See “Wells Fargo Syndication” below for information on the modification to the Wells Fargo Syndication subsequent to March 30, 2023.

UHG intends to use the proceeds received from the Business Combination and the PIPE Investments primarily for general corporate purposes, including corporate operating expenses and potential future acquisition opportunities. UHG believes that its current cash holdings, including proceeds from the Business Combination and PIPE Investments, cash generated from operations, as well as cash available under its revolving lines of credit, will be sufficient to satisfy its short term and long term cash requirements for working capital to support its daily operations, meet current commitments under its contractual obligations, and support the potential acquisition of complementary businesses.

Cash flows generated by UHG’s projects can differ materially in timing from its results of operations, as these depend upon the stage in the life cycle of each project. UHG generally relies upon its revolving lines of credit to fund building costs, and timing of draws is such that UHG may from time to time be in receipt of funds from the line of credit in advance of such funds being utilized. UHG is generally required to make significant cash outlays at the beginning of a project related to lot purchases, permitting, and construction of homes, as well as ongoing property taxes. These costs are capitalized within UHG’s real estate inventory and are not recognized in its operating income until a home sale closes. As a result, UHG incurs significant cash outflows prior to the recognition of associated earnings. In later stages of projects, cash inflows could exceed UHG’s results of operations, as the cash outflows associated with land purchase and home construction and other expenses were previously incurred.

The cost of home construction fluctuates with market conditions and costs related to building materials and labor. The residential construction industry experiences labor and material shortages from time to time, including shortages in qualified subcontractors, tradespeople and supplies of insulation, drywall, cement, steel, and lumber. These labor and material shortages can be more severe during periods of strong demand for housing, during periods following natural disasters that have a significant impact on existing residential and commercial structures or as a result of broader economic disruptions. Increases in lumber commodity prices may result in the renewal of UHG’s lumber contracts at more expensive rates, which may significantly impact UHG’s cost to construct homes and UHG’s business. While UHG has recently seen a steep decline in the price of lumber and more moderate reductions in other building

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materials, future increases in the cost of building materials and labor could have a negative impact on UHG’s margins on homes sold. Supply-chain disruptions may also result in increased costs to obtain building supplies, delayed delivery of developed lots, and incurrence of additional carrying costs on homes under construction, among other things. Labor and material shortages and price increases for labor and materials could cause delays in home construction and increase UHG’s costs of home construction, which in turn could have a material adverse effect on UHG’s cost of sales and operations.

Finished Lot Deposits

The Company does not engage in the land development business. The Company’s strategy is to acquire developed lots through related parties and unrelated third party land developers pursuant to lot purchase agreements. Most lot purchase agreements require the Company to pay a nonrefundable cash deposit of at least 10% of the agreed-upon fixed purchase price of the developed lots. In exchange for the deposit, the Company receives the right to purchase upthe finished developed lot at a preestablished price. Such contracts enable the Company to ~~4,500,000 additional Units~~defer acquiring portions of properties owned by third parties until the Company determines whether and when to complete such acquisition, which may serve to reduce financial risks associated with long-term land holdings. As of June 30, 2023 and December 31, 2022, the Company’s lot deposits related to finished lot purchase contracts were $16.4 million and $3.8 million, respectively.

Prior to the Business Combination, when Legacy UHG was acquiring lots through Land Development Affiliates, it did not have to pay deposits as the land development operations were owned by the shareholders of GSH. Post Business Combination, the Company continues to purchase lots from the former Land Development Affiliates of Legacy UHG, however, as the Company is no longer owned by the shareholders of GSH, the Company must pay lot purchase agreement deposits to acquire lots. As such, as of June 30, 2023 all interests in lot purchase agreements, including with related parties, is recorded within Lot purchase agreement deposits on the Balance Sheet to the UHG Condensed Consolidated Financial Statements.

Homebuilding Debt

Prior to the Business Combination, Legacy UHG, jointly with its Other Affiliates (see Note 1 — Nature of operations and basis of presentation to the UHG Condensed Consolidated Financial Statements for definitions of these terms) considered to be under common control, entered into debt arrangements with financial institutions. These debt arrangements are in the form of revolving lines of credit and are generally secured by land (developed lots and undeveloped land) and homes (under construction and finished). Legacy UHG and certain related Other Affiliates were collectively referred to as the Nieri Group. The Nieri Group entities were jointly and severally liable for the outstanding balances under the revolving lines of credit, however; the Legacy UHG has been deemed the primary obligor of such debt, as it is the sole cash generating entity and responsible for repayment of the debt. As such, Legacy UHG had recorded the outstanding advances under the financial institution debt and other debt within the financial statements as of December 31, 2022.

A portion of the revolving lines of credit were drawn down for the sole operational benefit of the Nieri Group and Other Affiliates outside of Legacy UHG. These line of credit balances are reflected in the table below as Other Affiliates’ debt. Post Business Combination, the Company no longer enters into debt arrangements with Other Affiliates of Legacy UHG. As discussed further below, in connection with the Business Combination, the Wells Fargo Syndication line was amended and restated to exclude any members of the Nieri Group and Other Affiliates of Legacy UHG from the borrower list.

The advances from the revolving construction lines, reflected as Homebuilding debt, are used to build homes and are repaid incrementally upon individual home sales. The various revolving construction lines are collateralized by the homes under construction and developed lots. The revolving construction lines are fully secured, and the availability of funds are based on the inventory value at the ~~Initial Public Offering price less~~time of the ~~underwriting discounts~~draw request. Interest accrued on the loans is added to the balance of the loans outstanding and ~~commissions. On January 28, 2021,~~is paid concurrently with the ~~underwriters fully exercised the over-allotment option.~~

~~The underwriter was entitled to a cash underwriting discount of $0.20 per Unit, or $6.9 million in the aggregate, paid~~principal repayments made upon the ~~closing~~occurrence of individual home sales. As the average construction time for homes is less than one year, all outstanding debt is considered short-term as of June 30, 2023 and December 31, 2022.

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The following table and descriptions provide a summary of Company’s material debt under the revolving lines of credit for the periods indicated:


	June 30, 2023
			Homebuilding
	Weighted average		Debt - Wells Fargo
	interest rate		Syndication
Wells Fargo Bank	7.87	%	$	23,575,902
Regions Bank	7.87	%		15,034,568
Texas Capital Bank	7.87	%		10,327,227
Truist Bank	7.87	%		10,728,645
First National Bank	7.87	%		4,295,074
Total debt on contracts			$	63,961,416


	December 31, 2022
			Homebuilding
	Weighted average		Debt - Wells Fargo
	interest rate		Syndication		Other Affiliates⁽¹⁾		Total
Wells Fargo Bank	4.98	%	$	34,995,080	$	8,203,772	$	43,198,852
Regions Bank	4.98	%		27,550,618		—		27,550,618
Texas Capital Bank	4.98	%		19,676,552		—		19,676,552
Truist Bank	4.98	%		19,659,329		—		19,659,329
First National Bank	4.98	%		7,870,621		—		7,870,621
Anderson Brothers	4.74	%		—		2,841,034		2,841,034
Total debt on contracts			$	109,752,200	$	11,044,806	$	120,797,006

^{(1) Outstanding balances relate to bank financing for land acquisition and development activities of Other Affiliates for which the Company is the co-obligor or has an indirect guarantee of the Initial Public Offering.indebtedness of the Other Affiliates. In addition, the underwriter$8,203,772 of Other Affiliates debt with Wells Fargo Bank as of December 31, 2022, is part of the Wells Fargo Syndication.}

Wells Fargo Syndication

In July 2021, the Nieri Group entities entered into a $150,000,000 Syndicated Credit Agreement (“Syndicated Line”) with Wells Fargo Bank, National Association (“Wells Fargo”). The Syndicated Line is a three-year revolving credit facility with a maturity date of July 2024, and an option to extend the maturity date for one year that can be exercised upon approval from Wells Fargo. The Syndicated Line also includes a $2,000,000 letter of credit as a sub-facility subjected to the same terms and conditions as the Syndicated Line. The Syndicated Line was ~~entitled~~amended and restated on March 30, 2023 (“Amendment Date”) in connection with the Business Combination (as defined in Note 1 - Nature of operations and basis of presentation). As a result of the amended and restated agreement, Great Southern Homes, Inc. a consolidated subsidiary of the Company, is now the sole borrower of the Syndicated Line. No significant terms were changed other than described below.

The remaining availability on the Syndicated Line was $86.0 million and $32.0 million as of June 30, 2023 and December 31, 2022, respectively. The Company pays a fee ranging between 15 and 30 basis points per annum depending on the unused amount of the Syndicated Line. The fee is computed on a daily basis and paid quarterly in arrears.

The Syndicated Line contains financial covenants, including (a) a minimum tangible net worth of no less than the sum of (x) $65 million and (y) 25% of positive after-tax income until the Amendment Date (which amount is subject to increase over time based on earnings) and no less than $70 million from the Amendment Date until June 30, 2023, and no less than $70 million plus 25% of quarterly earnings on and after June 30, 2023, (b) a ~~deferred fee~~maximum leverage covenant that prohibits the leverage ratio from exceeding 2.75 to 1.00 for any fiscal quarter until the Amendment Date and 2.50 to 1.00 for any fiscal quarter after the Amendment Date, (c) a minimum debt service coverage ratio to be less than 2.50 to 1.00 for any fiscal quarter, and (d) a minimum liquidity amount of ~~$0.35 per Unit, or approximately $12.1 million~~not less than $15,000,000 at all times and unrestricted cash of not less than $7,500,000 at all times. The Company was in compliance with all debt covenants as of June 30, 2023. Legacy UHG was in compliance with all debt covenants as of December 31, 2022.

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post Amendment Date plus an applicable margin (ranging from 275 basis points to 350 basis points) based on the ~~underwriter from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.~~

~~Critical Accounting Policies~~

~~The preparation of condensed financial statements~~Company’s leverage ratio as determined in accordance with ~~accounting principles generally accepted~~a pricing grid, or the base rate plus the aforementioned applicable margin.

Other Affiliates debt

On February 27, 2023, Legacy UHG paid off Wells Fargo debt associated with Other Affiliates in the amount of $8,340,545 and on February 28, 2023, Legacy UHG was released as a co-obliger from the Anderson Brothers debt associated with Other Affiliates in anticipation of the Business Combination that closed on March 30, 2023 as discussed in Note 1. As a result there is no remaining debt balance associated with Other Affiliates as of June 30, 2023.

Subsequent events

On August 10, 2023, the Company amended and restated the existing Syndicated Credit Agreement (“Second Amendment”). As a result of the Second Agreement, GSH, a consolidated subsidiary of the Company, along with the Company are co-borrowers of the Syndicated Credit Agreement.

The Second Amendment provides an increase in facility from $150.0 million to $240.0 million and maturity date extended to August 10, 2026. Wells Fargo Bank and Regions Bank have increased their participation in the Syndicated Line from $55.0 million to $65.0 million and from $35.0 million to $55.0 million, respectively. Texas Capital Bank, Truist Bank and First National Bank are no longer participants of the Syndicated Line while Flagstar Bank, United ~~States~~Bank and Third Coast Bank have joined as new participants of ~~America requires management~~the Syndicated Line with the participation of $50.0 million, $40.0 million and $30.0 million, respectively. Refer to ~~make estimates~~Note 19 - Subsequent events in the notes of the UHG Condensed Consolidated Financial Statements for additional information.

Leases

The Company leases office spaces in South Carolina under operating lease agreements with related parties, which have a remaining lease term of up to five years, some of which include options to extend on a month-to-month basis, and ~~judgments~~some of which include options to terminate the lease. These options are excluded from the calculation of the ROU asset and lease liability until it is reasonably certain that ~~affect~~ the ~~reported amounts~~option will be exercised. As of June 30, 2023, the future minimum lease payments required under these leases totaled $0.7 million, with $0.2 million payable within 12 months. Further information regarding Company’s leases is provided in Note 11 — Commitments and contingencies to the UHG Condensed Consolidated Financial Statements.

Cash Flows

Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022

The following table summarizes UHG’s cash flows for the periods indicated:


	Six Months Ended June 30,
	2023		2022
Net cash provided by operating activities	$	50,316,249	$	38,588,380
Net cash provided by (used in) in investing activities		37,966		(115,896)
Net cash provided by (used in) in financing activities		30,148,781		(50,467,579)

Operating Activities

Net cash flows provided by operating activities during the six months ended June 30, 2023 was $50.3 million, as compared to cash flows provided of $38.6 million for the six months ended June 30, 2022. The difference in cash flows period over period is $11.7 million. This change is attributable to cash provided by a lower investment in inventory of $65.6 million, partially offset by a decrease in accounts payable of $6.8 million and an increase in lot purchase deposits of $10.1 million during the six months ended June 30, 2023. This change was also partially offset by changes in net income adjusted for non-cash transactions provided of $11.2 million for the six months ended June 30, 2023, as compared to cash flows provided of $44.9 million for the six months ended June 30, 2022. For the six months ended June 30, 2022, cash used to increase investments in inventory was $20.5 million, partially offset by an increase in accounts payable of $14.5 million.

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Investing Activities

Net cash provided by investing activities for the six months ended June 30, 2023 was attributable to proceeds from a promissory note issued in exchange for the sale of fixed assets ~~liabilities, revenues~~ and ~~expenses. A summary~~proceeds from the sale of property and equipment of $0.1 million.

Net cash used in investing activities for the six months ended June 30, 2022 was attributable to the purchase of additional property and equipment of $0.1 million and Legacy UHG’s capital contribution in a joint venture of $0.1 million.

Financing Activities

Net cash provided by (used in) financing activities for the six months ended June 30, 2023 was $30.1 million compared to net cash used in financing activities of $50.5 million for the six months ended June 30, 2022. The difference in cash flows period over period is $80.6 million. The increase in financing activities was primarily attributable to cash received of $94.4 million as a result of the Business Combination, PIPE, and recapitalization transactions, proceeds from homebuilding debt of $42.1 million, partially offset by repayment of homebuilding debt of $87.9 million and distributions and net transfers to shareholders and other affiliates of $17.9 million during the six months ended June 30, 2023. In contrast, during the six months ended June 30, 2022, cash flows used in financing activities included $62.4 million for repayment of homebuilding debt and $58.7 million of cash flows used in distributions and net transfers to shareholders and other affiliates, partially offset by $66.0 million of proceeds from homebuilding debt and $5.6 million of proceeds from other affiliate debt.

Critical Accounting Policies and Estimates

There have been no material changes from our ~~significant~~critical accounting policies ~~is included~~and estimates previously disclosed in Note 2 to our condensed financial statements in Part I, Item 1 of this Quarterly Report. Certain of our accounting policies are considered critical, as these policies are the most important to the depiction of our condensed financial statements and require significant, difficult or complex judgments, often employing the use of estimates about the effects of matters that are inherently uncertain. Such policies are summarized in the Management’s Discussion and Analysis of Financial Condition and Results of Operations ~~section~~ included in ~~our 2021 Annual Report on~~the Company’s Form ~~10-K~~S-1/A registration statement filed with the SEC on ~~April 13, 2022. There have been no significant~~July 17, 2023, aside from those included below.

Unconsolidated Variable Interest Entities

Management analyzes the Company’s investments and transactions under the variable interest model to determine if they are variable interest entities (“VIEs”), and, if so determine whether the Company is the primary beneficiary and consolidation is appropriate. Management reviews its involvement with a VIE and reconsiders that conclusion if there are any changes to the Company’s involvement that arise. To make this determination, management considers factors such as whether the Company could direct finance, determine or limit the scope of the entity, sell or transfer property, direct development or direct other operating decisions. Management consolidates the entity if the Company is the primary beneficiary or if a standalone primary beneficiary does not exist and the Company and its related parties collectively meet the definition of a primary beneficiary. If the investment does not qualify as a VIE under the variable interest model, management then evaluates the entity under the voting interest model to assess if consolidation is appropriate.

The Company has entered into a shared services agreement with a related party that operates in the ~~application~~land development business to provide accounting, IT and HR, and other administrative support services and receive property maintenance services and due diligence and negotiation assistance with purchasing third party finished lots. Management concluded that it has a variable interest in this entity through the service agreement that provides the Company with the obligation to absorb losses and the right to receive benefits based on fees that are below market rates. Additionally, the Company enters into lot option purchase agreements with the same related party to procure land or lots for the construction of ~~our critical~~homes and has determined that while this related party qualifies as a VIE, it does not however qualify for consolidation as the Company is not the primary beneficiary of the VIE nor does it have the power to direct the VIE’s significant activities. Refer to Note 3 - Summary of significant accounting policies in the notes of the UHG Condensed Consolidated Financial Statements for additional information.

Recently Issued/Adopted Accounting Standards

Refer to the section titled “Recent Accounting Pronouncements” in Note 3 – Summary of significant accounting policies ~~during~~in the ~~six months ended June 30, 2022.~~

~~Recent Accounting Pronouncements~~

~~See Note 2~~notes to the ~~unaudited condensed financial statements included in Part I, Item 1 of this Quarterly Report~~UHG Condensed Consolidated Financial Statements for ~~a discussion of recent accounting pronouncements.~~more information.

Off-Balance Sheet Arrangements

~~As of June 30, 2022, we did not have any~~

UHG currently has no off-balance sheet ~~arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.~~

~~JOBS Act~~

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accountingarrangements.

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standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the condensed financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the condensed financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The interest rate on the borrowings under our Syndicated Line is based upon SOFR plus an applicable margin ranging between 275 basis points and 350 basis points, based upon our leverage ratio. We are therefore exposed to market risks related to fluctuations in interest rates on our outstanding debt under our Syndicated Line. As of June 30, 2023, we had $63.9 million outstanding under our Syndicated Line, which carried a ~~smaller reporting company~~weighted average rate of 7.87%. A 100 basis point increase in overall interest rates would negatively affect the Company’s net income by approximately $0.6 million. We did not utilize swaps, forward or option contracts on interest rates or commodities, or other types of derivative financial instruments as ~~defined by Rule 12b-2~~ of or during the ~~Securities Exchange Act~~three and six months ended June 30, 2023. During the three and six months ended June 30, 2023, we did not enter into and currently do not hold, derivatives for trading or speculative purposes.

Our Convertible Note accrues interest at a fixed rate, thus this instrument is not subject to interest rate sensitivity.

Table of ~~1934, as amended (the “Exchange Act”), and are not required to provide the information otherwise required under this item.~~Contents

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

~~Disclosure~~A company’s internal controls over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures ~~that are designed with~~may deteriorate.

Prior to the ~~objective of ensuring that information~~Business Combination, Legacy UHG was not required to ~~be disclosed~~maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act. Upon consummation of the Business Combination, UHG’s management is required to certify financial and other information in ~~our~~its quarterly and annual reports ~~filed under the Exchange Act, such as this~~and provide an annual management report is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”),on the effectiveness of our disclosure controls and procedures as of June 30, 2022, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of June 30, 2022, our disclosure controls and procedures were not effective, because of ainternal control over financial reporting.

UHG has identified material ~~weakness~~weaknesses in ~~our~~its internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of ~~the Company’s~~its annual or interim financial statements will not be prevented or detected on a timely basis. ~~Specifically,~~UHG identified material weaknesses in UHG’s internal controls in the ~~Company’s management has concluded that our~~following areas: (i) failure to properly evaluate certain transactions in accordance with GAAP; (ii) lack of appropriate documented review of related party transactions; (iii) a lack of or improper segregation of duties and second level reviews in certain areas; (iv) failure to retain evidence of review of multiple key controls and lack of formal control ~~around the interpretation~~review and ~~accounting for certain complex features~~documentation required by COSO principles; and (v) multiple IT related control deficiencies.

Each of the ~~Class A common stock~~material weaknesses described above involves control deficiencies that could result in a misstatement of one or more account balances or disclosures that would result in a material misstatement to the UHG financial statements that would not be prevented or detected, and, ~~warrants issued by the Company was not effectively designed or maintained. This~~accordingly, it has determined that these control deficiencies constitute material ~~weakness resulted~~weaknesses.

UHG is currently in the ~~restatement~~process of implementing measures and has taken the ~~Company’s balance sheet as~~below steps to address the underlying causes of ~~January 28, 2021, and its condensed financial statements for the quarters ended March 31, 2021 and June 30, 2021.~~

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints,these material weaknesses and the ~~benefits must be considered relative~~control deficiencies. Its efforts to ~~their costs. Because of~~date have included the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and proceduresfollowing:

●

updated processes around the accounting for custom revenue in consideration of ASC 606;

●

updated processes around accounting for warranty expense;

●

implemented changes to correct the classification of intercompany charges and inventory; and

●

adopting the COSO framework in order to develop and deploy control activities and assess the effectiveness of internal controls over financial reporting.

●

Implemented a related party transaction committee to provide oversight of related party transactions; and

●

Hired new personnel to facilitate second level reviews, and financial reporting oversight

UHG is also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.currently implementing additional measures which include:

●

reviewing and enhancing its system of internal controls across all departments to ensure that financial statement line items and disclosures across segments are addressed by sufficiently precise controls;

●

reviewing and enhancing its internal controls related to the financial statement review process, including review controls over manual journal entries and account reconciliations;

●

reviewing and enhancing of IT general controls over information systems relevant to financial reporting, including privileged access and segregation of duties; and

●

realignment of existing personnel and the addition of both internal and external personnel to strengthen management’s review and documentation over internal control over financial reporting.

2248

Table of Contents

UHG will continue to review and improve its internal controls over financial reporting to address the underlying causes of the material weaknesses and control deficiencies. Such material weaknesses and control deficiencies will not be remediated until UHG’s remediation plan has been fully implemented, and it has concluded that its internal controls are operating effectively for a sufficient period of time.

UHG cannot be certain that the steps it is taking will be sufficient to remediate the control deficiencies that led to its material weaknesses in its internal control over financial reporting or prevent future material weaknesses or control deficiencies from occurring. In addition, UHG cannot be certain that it has identified all material weaknesses and control deficiencies in its internal control over financial reporting or that in the future it will not have additional material weaknesses or control deficiencies in its internal control over financial reporting.

Changes in Internal Control over Financial Reporting

~~There was~~During the six months ended June 30, 2023, we completed the Business Combination and the internal controls of Legacy UHG became our internal controls. Except for the efforts to begin remediating the material weaknesses described above, there were no ~~change~~changes during the six months ended June 30, 2023 in ~~our~~Legacy UHG’s internal control over financial reporting that ~~occurred during the fiscal quarter ended June 30, 2022 that has~~have materially affected, or isare reasonably likely to ~~materially~~material affect, our internal control over financial ~~reporting except for the below:~~reporting.

The Chief Executive Officer and Chief Financial Officer performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for certain complex features

Table of the Class A common stock and warrants. The Company’s management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.Contents

PART ~~II -~~II. OTHER INFORMATION

Item 1. Legal Proceedings

~~From time~~Reference is made to ~~time, we may be involved~~Note 11 - Commitments and Contingencies, incorporated herein by reference, to our condensed consolidated financial statements included elsewhere in legal proceedings in the ordinary course of business. We are currently not a party to any legal proceedings that we believe would have a material adverse effect on our business, financial condition, or results of operations.this report.

Item 1A. Risk ~~Factors.~~Factors

~~Factors that could cause our actual results to differ materially~~There have been no material changes from ~~those~~the risk factors previously disclosed in ~~this Quarterly Report are any of~~ the ~~risks described in Part I, Item 1A of our Annual Report on~~Company’s Form ~~10-K~~S-1/A registration statement filed with the SEC on ~~April 13, 2022. Any of these~~July 17, 2023, as amended. We may disclose changes to such factors ~~could result~~or disclose additional factors from time to time in ~~a significant or material adverse effect on~~ our ~~results of operations or financial condition.~~future filings with the SEC. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on April 13, 2022, except as set forth below. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

~~Changes in laws or regulations, or a failure to comply with any laws or regulations, may adversely affect our business, investments and results of operations.~~

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete an initial business combination, and results of operations.

On March 30, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively eliminating the safe harbor relating to the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940. These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect our ability to negotiate and complete our initial business combination and may increase the costs and time related thereto.

~~Table of Contents~~

Item 2. Unregistered Sales of Equity Securities and Use of ~~Proceeds.~~Proceeds

(a) During the quarter ended June 30, 2023, there were no unregistered sales of our securities that were not reported in a Current Report on Form 8-K.

(b) None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(a) None.

24(b) None.

~~Table of Contents~~(c) Not applicable.

Item 6. Exhibits

The exhibits required to be filed with this report are set forth on the Exhibit Index hereto and incorporated by reference herein.

Table of Contents

EXHIBIT INDEX

The following exhibits are ~~filed as part of, or incorporated by reference into,~~included in this ~~Quarterly Report~~report on Form ~~10-Q.~~10-Q for the period ended June 30, 2023 (and are numbered in accordance with Item 601 of Regulation S-K).


Exhibit No.		Description
2.1		Business Combination Agreement, dated September 10, 2022, by and between DiamondHead Holdings Corp., Merger Sub and Great Southern Homes, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form S-4 filed on February 9, 2023)
3.1		Amended and Restated Certificate of Incorporation of United Homes Group, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed on April 5, 2023)
3.2		Amended and Restated Bylaws of United Homes Group, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on April 5, 2023)
4.1		Warrant Agreement, dated January 25, 2021, by and between Continental Stock Transfer & Trust Company and DiamondHead Holdings Corp. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 25, 2021)
4.2		Senior Convertible Promissory Note, dated March 30, 2023, by and between the Company and Conversant Opportunity Master Fund LP (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 filed on April 28, 2023)
4.3		Senior Convertible Promissory Note, dated March 30, 2023, by and between the Company and Dendur Master Fund Ltd. (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 filed on April 28, 2023)
31.1*		Certification of Principal Executive Officer, ~~Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant~~pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal ~~Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~
31.3*		~~Certification of Principal~~ Financial Officer, ~~Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant~~pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer, ~~and Principal Financial Officer Pursuant~~pursuant to 18 U.S.C. Section 1350, as ~~adopted Pursuant to~~created by Section 906 of the Sarbanes-Oxley Act of 2002
101.INS32.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002
101.SCH*		Inline XBRL ~~Instance~~Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		~~Inline XBRL Taxonomy Extension Schema Document~~
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension ~~Labels~~Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
~~104~~104*		Cover ~~Page~~page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*	* Filed herewith.

**	~~Furnished.~~

Certain instruments defining rights of holders of long-term debt of the company and its consolidated subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. Upon request, the company agrees to furnish to the SEC copies of such instruments.

2551

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly ~~authorized on this 15th day of August 2022.~~authorized.


~~DIAMONDHEAD HOLDINGS CORP.~~
		UNITED HOMES GROUP, INC.
~~By:~~	~~/s/ David T. Hamamoto~~(Registrant)
~~Name:~~	~~David T. Hamamoto~~
~~Title:~~Dated: August 14, 2023	~~Co-Chief Executive Officer~~ ~~(Principal Executive Officer)~~By:	/s/ Keith Feldman
		Keith Feldman
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

2652


	June 30, 2022		December 31, 2021
	(unaudited)
Assets:
Current assets:
Cash	$	42,928	$	252,601
Prepaid expenses		208,192		240,075
Total current assets		251,120		492,676
Investments held in Trust Account		345,249,812		345,020,717
Total Assets	$	345,500,932	$	345,513,393

Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit:
Current liabilities:
Accounts payable	$	41,941	$	54,391
Accrued expenses		250,950		120,000
Income tax payable		62,878		—
Franchise tax payable		7,523		114,645
Total current liabilities		363,292		289,036
Deferred underwriting commissions		12,075,000		12,075,000
Derivative warrant liabilities		1,455,830		8,794,330
Total liabilities		13,894,122		21,158,366

Commitments and Contingencies (Note 6)

Class A common stock subject to possible redemption, $0.0001 par value; 34,500,000 shares at $10.002 and $10.00 per share redemption value at June 30, 2022 and December 31, 2021, respectively		345,076,542		345,000,000

Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; NaN issued or outstanding		—		—
Class A common stock, $0.0001 par value; 300,000,000 shares authorized; 0 non-redeemable shares issued or outstanding at June 30, 2022 and December 31, 2021		—		—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 8,625,000 shares issued and outstanding at June 30, 2022 and December 31, 2021		863		863
Additional paid-in capital		—		—
Accumulated deficit		(13,470,595)		(20,645,836)
Total stockholders’ deficit		(13,469,732)		(20,644,973)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	345,500,932	$	345,513,393


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021

General and administrative expenses	$	307,205	$	124,777	$	443,709	$	767,137
Franchise tax expense		49,315		49,315		98,082		97,584
Loss from operations		(356,520)		(174,092)		(541,791)		(864,721)
Change in fair value of derivative warrant liabilities		3,553,340		(6,988,000)		7,338,500		(2,739,170)
Financing costs - derivative warrant liabilities		—		—		—		(449,070)
Income from investments held in Trust Account		489,794		5,243		517,952		8,873
Net income (loss) before income tax expense		3,686,614		(7,156,849)		7,314,661		(4,044,088)
Income tax expense		62,878		—		62,878		—
Net income (loss)	$	3,623,736	$	(7,156,849)	$	7,251,783	$	(4,044,088)

Weighted average shares outstanding of Class A common stock		34,500,000		34,500,000		34,500,000		29,353,591
Basic and diluted net income (loss) per share, Class A common stock	$	0.08	$	(0.17)	$	0.17	$	(0.11)

Basic weighted average shares outstanding of Class B common stock		8,625,000		8,625,000		8,625,000		8,457,182
Basic and diluted net income (loss) per share, Class B common stock	$	0.08	$	(0.17)	$	0.17	$	(0.11)


	For the Three Months Ended				For the Three Months Ended
	June 30, 2022				June 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per common stock:
Numerator:
Allocation of net income (loss) - Basic and diluted	$	2,898,989	$	724,747	$	(5,725,479)	$	(1,431,370)
Denominator:
Basic and diluted weighted average common stock outstanding		34,500,000		8,625,000		34,500,000		8,625,000
Basic and diluted net income (loss) per common stock	$	0.08	$	0.08	$	(0.17)	$	(0.17)


	For the Six Months Ended				For the Six Months Ended
	June 30, 2022				June 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per common stock:
Numerator:
Allocation of net income (loss) - Basic and diluted	$	5,801,426	$	1,450,357	$	(3,139,542)	$	(904,546)
Denominator:
Basic and diluted weighted average common stock outstanding		34,500,000		8,625,000		29,353,591		8,457,182
Basic and diluted net income (loss) per common stock	$	0.17	$	0.17	$	(0.11)	$	(0.11)


Gross Proceeds	$	345,000,000
Less:
Proceeds allocated to Public Warrants		(7,762,500)
Class A common stock issuance costs		(19,114,492)
Plus:
Accretion of carrying value to redemption value		26,876,992
Class A common stock subject to possible redemption at December 31, 2021		345,000,000
Increase in redemption value of Class A common stock subject to redemption		76,542
Class A common stock subject to possible redemption at June 30, 2022	$	345,076,542


	As of June 30, 2022			As of December 31, 2021
Exercise price	$	11.50		$	11.50
Stock Price	$	9.83		$	9.74
Option term (in years)		4.90			4.82
Volatility		2	%		12	%
Risk-free interest rate		3.1	%		1.3	%


Derivative warrant liabilities at December 31, 2021 - Level 3	$	3,619,330
Change in fair value of derivative warrant liabilities - Level 3		(1,542,660)
Derivative warrant liabilities at March 31, 2022 - Level 3		2,076,670
Change in fair value of derivative warrant liabilities - Level 3		(1,483,340)
Derivative warrant liabilities at June 30, 2022 - Level 3	$	593,330


Derivative warrant liabilities at December 31, 2020 - Level 3	$	0
Issuance of Derivative Warrants - Level 3		13,161,830
Transfer of Public Warrants to Level 1		(7,762,500)
Change in fair value of derivative warrant liabilities - Level 3		(1,661,330)
Derivative warrant liabilities at March 31, 2021 - Level 3	$	3,738,000
Change in fair value of derivative warrant liabilities - Level 3		2,848,000
Derivative warrant liabilities at June 30, 2021 - Level 3	$	6,586,000