United Homes (UHG) 10-Q 15 May 23 2023 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2023	May 11, 2023
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Entity File Number	001-39936
Entity Registrant Name	United Homes Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3460766
Entity Address State Or Province	SC
Entity Address, Address Line One	90 N Royal Tower Drive,
Entity Address, City or Town	Irmo
Entity Address, Postal Zip Code	29063
City Area Code	212
Local Phone Number	572-6260
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001830188
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false
Class A Common Shares
Title of 12(b) Security	Class A Common Shares
Trading Symbol	UHG
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		11,369,093
Class B common stock
Entity Common Stock, Shares Outstanding		36,973,877
Warrants, each whole warrant exercisable for one Class A Common Share, each at an exercise price of $11.50 per share
Title of 12(b) Security	Warrants, each whole warrant exercisable for one Class A Common Share, each at an exercise price of $11.50 per share
Trading Symbol	UHGWW
Security Exchange Name	NASDAQ

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)		Mar. 31, 2023	Dec. 31, 2022
ASSETS
Cash and cash equivalents		$ 110,911,416	$ 12,238,835
Accounts receivable, net		1,693,064	1,976,334
Homes under construction and finished homes		128,950,892	163,997,487
Developed lots		21,189,983	16,205,448
Due from related party		125,987	1,437,235
Related party note receivable		665,020
Lot purchase agreement deposits		8,113,303	3,804,436
Investment in Joint Venture		431,894	186,086
Property and equipment, net		676,408	1,385,698
Operating right-of-use assets		768,282	1,001,277
Deferred tax asset		3,891,575
Prepaid expenses and other assets		6,350,037	6,112,044
Total Assets		283,767,861	208,344,880
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable		13,414,465	22,077,240
Homebuilding debt and other affiliate debt		109,172,986	120,797,006
Operating lease liabilities		768,282	1,001,277
Other accrued expenses and liabilities		5,150,413	5,465,321
Income tax payable		701,871
Derivative liabilities		451,106,576
Convertible note payable		66,714,276
Total Liabilities		647,028,869	149,340,844
Commitments and contingencies
Preferred Stock, $0.0001 par value; 40,000,000 shares authorized; none issued or outstanding.
Additional paid-in capital	[1]		1,422,630
Retained Earnings/(accumulated deficit)	[1]	(363,265,766)	57,577,672
Total Stockholders' equity	[1]	(363,261,008)	59,004,036
Total Liabilities and Stockholders' equity		283,767,861	208,344,880
Class A common stock
LIABILITIES AND STOCKHOLDERS' EQUITY
Common stock value	[1]	1,061	37
Class B common stock
LIABILITIES AND STOCKHOLDERS' EQUITY
Common stock value	[1]	$ 3,697	$ 3,697
[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.

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	40,000,000	40,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A common stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	350,000,000	350,000,000
Common stock, shares issued	10,621,073	10,621,073
Common stock, shares outstanding	10,621,073	10,621,073
Class B common stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	60,000,000	60,000,000
Common stock, shares issued	36,973,877	36,973,877
Common stock, shares outstanding	36,973,877	36,973,877

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)		3 Months Ended
		Mar. 31, 2023	Mar. 31, 2022
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Revenue, net of sales discounts		$ 94,826,702	$ 108,436,860
Cost of sales		78,048,929	81,164,960
Gross Profit		16,777,773	27,271,900
Selling, general and administrative expense		16,687,401	10,425,050
Net income from operations		90,372	16,846,850
Other income, net		202,715	171,078
Change in fair value of derivative liabilities		(207,064,488)
Equity in net earnings from investment in joint venture		245,808
(Loss) income before taxes		(206,525,593)	17,017,928
Income tax benefit		2,021,265
Net Income		$ (204,504,328)	$ 17,017,928
Basic and diluted (loss)/earnings per share
Basic		$ (5.44)	$ 0.46
Diluted		$ (5.44)	$ 0.46
Basic and diluted weighted-average number of shares
Basic	[1]	37,575,074	37,347,350
Diluted	[1]	37,575,074	37,347,350
[1] Retroactively restated for the three months ending March 31, 2022 for the Reverse Recapitalization as a result of the Business Combination as described in Notes 1 and 2.

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)		Class A common stock Common stock	Class A common stock	Class B common stock Common stock	Class B common stock	Additional paid-in capital	Retained Earnings	Shareholders and Other Affiliates Net Investment [Member]	Net Due to and Due from Shareholders and Other Affiliates [Member]	Total
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Balance as of December 31, 2021 as originally reported								$ 83,586,722	$ (17,028,310)	$ 66,558,412
Retroactive application of recapitalization		$ 37		$ 3,697			$ 66,554,678	$ (83,586,722)	$ 17,028,310
Retroactive application of recapitalization (in shares)		373,473		36,973,877
Adjusted balance as of December 31, 2021		$ 37		$ 3,697			66,554,678			66,558,412
Beginning balance (in shares) at Dec. 31, 2021		373,473		36,973,877
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
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 (Loss)							17,017,928			17,017,928
Ending balance at Mar. 31, 2022		$ 37		$ 3,697		1,268,222	62,806,444			64,078,400
Ending balance (in shares) at Mar. 31, 2022		373,473		36,973,877
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Retroactive application of recapitalization	[1]		$ 37		$ 3,697
Adjusted balance as of December 31, 2021	[1]									59,004,036
Beginning balance at Dec. 31, 2022		$ 37		$ 3,697		1,422,630	57,577,672			59,004,036
Beginning balance (in shares) at Dec. 31, 2022		373,473		36,973,877
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
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		$ 849				17,869,735				17,870,584
Issuance of common stock upon the reverse recapitalization, net of transaction costs (in shares)		8,492,537
Issuance of common stock related to PIPE Investment		$ 133				9,501,782				9,501,915
Issuance of common stock related to PIPE Investment (in shares)		1,333,963
Issuance of common stock related to lock-up agreement		$ 42				4,194				4,236
Issuance of common stock related to lock-up agreement (in shares)		421,100
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 Income (Loss)							(204,504,328)			(204,504,328)
Reclassification of negative APIC						$ 212,146,017	(212,146,017)
Ending balance at Mar. 31, 2023		$ 1,061		$ 3,697			$ (363,265,766)			(363,261,008)
Ending balance (in shares) at Mar. 31, 2023		10,621,073		36,973,877
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Retroactive application of recapitalization	[1]		$ 1,061		$ 3,697
Adjusted balance as of December 31, 2021	[1]									$ (363,261,008)
[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.

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (parenthetical)	3 Months Ended
	Mar. 31, 2023
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Exchange ratio of business combination	373.47

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net (loss) income	$ (204,504,328)	$ 17,017,928
Adjustments to reconcile net (loss) income to net cash flows from operating activities:
Bad debt expense	85,502
Investment earnings in joint venture	(245,808)
Depreciation	93,942	86,829
Gain on sale of property and equipment	(56,543)
Amortization of deferred financing costs	120,988	85,782
Stock compensation expense	4,499,156	1,268,222
Amortization of operating lease right-of-use assets	204,138	133,064
Change in fair value of contingent earnout liability	203,418,892
Change in fair value of warrant liabilities	2,723,333
Change in fair value of equity incentive plan	922,263
Net change in operating assets and liabilities:
Accounts receivable	197,768	(1,392,182)
Related party receivable	1,251,423
Inventories	30,062,060	(8,418,953)
Lot purchase agreement deposits	(1,787,241)	(121,691)
Prepaid expenses and other assets	(10,027)	850,943
Deferred tax asset	(2,021,265)
Accounts payable	(11,443,196)	2,209,396
Operating lease liabilities	(204,138)	(133,064)
Due to related parties	59,825
Other accrued expenses and liabilities	(314,908)	(1,078,591)
Net cash flows provided by operating activities	23,051,836	10,507,683
Cash flows from investing activities:
Purchases of property and equipment	(59,229)	(19,295)
Proceeds from the sale of property and equipment	66,100
Capital contribution in joint venture		(49,000)
Net cash flows provided by (used in) investing activities	6,871	(68,295)
Cash flows from financing activities:
Proceeds from homebuilding debt	40,000,000	20,000,000
Repayments of homebuilding debt	(40,579,214)	(22,226,052)
Proceeds from other affiliate debt	136,773	2,154,624
Repayments on equipment financing		(5,877)
Payment of deferred financing costs	(469,585)
Distributions and net transfer to shareholders and other affiliates	(17,896,302)	(25,390,972)
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 transaction costs	(12,134,293)
Net cash flows provided by (used in) financing activities	75,613,874	(25,468,277)
Net change in cash and cash equivalents	98,672,581	(15,028,889)
Cash and cash equivalents, beginning of year	12,238,835	51,504,887
Cash and cash equivalents, end of year	110,911,416	36,475,998
Supplemental cash flow information:
Cash paid for interest	2,315,023	846,181
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		4,624,810
Promissory note issued in exchange for sale of fixed assets	665,020
Settlement of co-obligor debt to other 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	40,078
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
Total non-cash activities	$ 320,147,937	$ 5,774,642

Nature of operations and basis

Nature of operations and basis of presentation	3 Months Ended
	Mar. 31, 2023
Nature of operations and basis of presentation
Nature of operations and basis of presentation	​ Note 1 - Nature of operations and basis of presentation The Company and Nature of Business United Homes Group, Inc. (“UHG”, 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 on October 7, 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 one or more 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”). As a result of the Business Combination, GSH is now a wholly owned subsidiary of DHHC, which has changed its name to 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 Basis of Presentation The 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 of December 31, 2022 and the Condensed Consolidated Statement of Operations, Statement of Changes in Stockholders' Equity, and Statement of Cash Flows for the three months ended March 31, 2022 (“Legacy UHG financial statements”) have been prepared from Legacy UHG’s historical financial records and reflect the historical financial position, results of operations and cash flows of the Legacy UHG for the periods presented on a carve-out basis in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The Statement of Changes in Stockholders’ Equity is adjusted for the retroactive application of the 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 Closing Date. Thus, after March 30, 2023, no carve-out amounts were included in UHG’s financial statements. Periods prior to the Business Combination 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 transactions with Legacy UHG and their primary operations. The categories are as follows: Land Development Affiliates Other Operating Affiliates 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 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 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 basis of 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 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 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 is 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, the lots developed by affiliates were not transferred to the homebuilding operations of GSH at a market rate. As such, these results do not necessarily reflect what the financial position, results of operations, and cash flows would have been had it operated as an independent company during the periods presented.

Merger and Reverse Recapitaliza

Merger and Reverse Recapitalization	3 Months Ended
	Mar. 31, 2023
Merger and Reverse Recapitalization
Merger and Reverse Recapitalization	Note 2 - Merger and Reverse Recapitalization On the Closing Date, the following transactions were completed: ● 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”); ● 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. 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 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 sponsor shareholders (“Sponsors”, and together, the “Earnout Holders”) are entitled to receive consideration in the form of common shares (Earnout Shares”). 21,886,378 Earnout Shares, comprised of 20,000,000 shares in consideration to GSH Equity Holders and 1,886,378 additional earnout shares awarded to the Sponsors (as defined below), were reserved for the future issuance upon achievement of certain earnout conditions. 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 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 closing of the transactions contemplated by the Note Purchase Agreement, the Convertible Note Investors agreed to purchase $80.0 million in original principal amount of Convertible Promissory Notes (the “Notes,” or “Note PIPE Financing”) and, pursuant to the terms of share subscription agreements entered into between each Convertible Note Investor and UHG, an additional 744,588 UHG Class A Common Shares (the “PIPE Shares”) in a private placement PIPE investment (the “PIPE Investment”). Refer to Note 12 - Convertible Note Subscription Agreement In connection with the execution of the Business Combination Agreement, UHG entered into separate subscription agreements (each a “Subscription Agreement”, or “Subscription Agreement PIPE Financing,” and together with the “Note PIPE Financing,” the “PIPE Financings”) with a number of investors (each a “PIPE Investor”), pursuant to which the PIPE Investors agreed to purchase, and UHG agreed to sell to the 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 consummation of the Business Combination. Lock-Up Agreement In connection with the execution of the Business Combination 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 issue each Lock-up Investor 0.25 UHG Class A Common Shares (up to 421,100 UHG Class A Common Shares in the 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 Lock-Up Agreements. The number of shares of UHG common stock issued immediately following the consummation of the Business Combination was as follows: ​ ​ ​ ​ ​ ​ ​ ​ Shares Ownership % ​ DHHC public shareholders - UHG Class A Common Shares 1 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 accounting principles generally accepted in the United States (“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 costs, 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 (“Exchange Ratio”) 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. 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, 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.

Summary of significant accounti

Summary of significant accounting policies	3 Months Ended
	Mar. 31, 2023
Summary of significant accounting policies
Summary of significant accounting policies	Note 3 - Summary of 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 - Emerging Growth Company 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 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 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 financial statements with another public company which is 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 – Use of Estimates – Segment Information – Inventories and Cost of Sales – – 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 March 31, 2023 and December 31, 2022, the amount of developed lots included in inventory was $21,189,983 and $16,205,448, respectively. Developed lots purchased at fair value from third parties was $15,815,143 and $10,052,179 as of March 31, 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 March 31, 2023 and December 31, 2022, the amount of inventory related to homes under construction included in homes under construction and finished homes was $88,872,575 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 March 31, 2023 and December 31, 2022, the amount of inventory related to finished homes included in homes under construction and finished homes was $40,078,317 and $22,133,926, respectively. Revenue Recognition - Revenue from Contracts with Customers Advertising – Income Taxes – The Company 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 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 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 three months ended March 31, 2023, nor was there any recorded liability for uncertain tax positions. ​ Derivative liabilities – Distinguishing Liabilities from Equity Derivatives and Hedging The 8,625,000 warrants issued in connection with DHHC’s Initial Public Offering (the “Public Warrants”), the 2,966,664 Private Placement Warrants, 21,491,695 Earnout Shares and certain stock options (as discussed in Note 13 - Share-based compensation Earnout Shares Warrant Liabilities Note 13 - Share-based compensation Earnout Note 14 - Earnout Shares. Earnout Shares issuable to Employee Option Holders at the Closing Date 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 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 Warrant Liabilities- 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 will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain exceptions. During the three months ended March 31, 2023, no Common Stock Warrants were exercised. The Public Warrants are publicly traded and are exercisable 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 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 and Private Placement Warrants and concluded that both meet the definition of a derivative and will be accounted for in accordance with ASC Topic 815-40, as the Public Warrants and Private Placement Warrants are not considered indexed to UHG’s stock. PIPE Investment – 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 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 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 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 - Financial Instruments – Credit Losses Measurement of Credit Losses on Financial Instruments Recent Accounting Pronouncements Not Yet Adopted –

Fair Value Measurement

Fair Value Measurement	3 Months Ended
	Mar. 31, 2023
Fair Value Measurement
Fair Value Measurement	Note 4 - Fair Value Measurement 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 Level 2 Level 3 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 The Convertible note payable is presented on the Condensed Consolidated Balance Sheet at its amortized cost and not at fair value. As of March 31, 2023, the fair value of the convertible note is $193,100,000. See Note 12 - Convertible Note All other financial instruments except for Derivative private placement warrants liability, Contingent earnout liability, Derivative stock option liability and Convertible note payable are valued either based on recent trades of securities in active markets or based on quoted market prices of similar instruments and other significant inputs derived from or corroborated by observable market data. The estimated fair value of the 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 Note 14 - Earnout Shares The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 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, 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements as of March 31, 2023 ​ ​ Level 1 Level 2 Level 3 Total Contingent earnout liability ​ $ — ​ $ — ​ $ 445,630,296 ​ $ 445,630,296 Derivative private placement warrant liability ​ — ​ — ​ 949,332 ​ 949,332 Derivative public warrant liability ​ 2,415,000 ​ — ​ — ​ 2,415,000 Derivative stock option liability ​ $ — ​ $ — ​ $ 2,111,948 ​ $ 2,111,948 Total Derivative Liability ​ $ 2,415,000 ​ $ — ​ $ 448,691,576 ​ $ 451,106,576 ​ Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. There were no transfers to/from levels during the three months period ended March 31, 2023 and the year ended December 31, 2022. The change in the fair value of Level 3 liabilities as of March 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative ​ ​ ​ ​ ​ ​ ​ private ​ Derivative ​ ​ Contingent ​ placement ​ stock ​ ​ earnout ​ warrant ​ 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 ​

Capitalized interest

Capitalized interest	3 Months Ended
	Mar. 31, 2023
Capitalized interest
Capitalized interest	Note 5 - Capitalized interest The Company accrues interest on the Company’s Homebuilding debt. That debt is used to finance homebuilding operations (see Note 7 - Homebuilding debt and other affiliate debt ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2023 2022 Capitalized interest at January 1: ​ $ 1,250,460 ​ $ 1,190,318 Interest cost capitalized ​ ​ 2,237,900 ​ ​ 837,780 Interest cost expensed ​ ​ (2,386,832) ​ ​ (957,900) Capitalized interest at March 31: ​ $ 1,101,528 ​ $ 1,070,198 ​

Property and equipment

Property and equipment	3 Months Ended
	Mar. 31, 2023
Property and equipment
Property and equipment	Note 6 - Property and equipment Property and equipment consisted of the following as of March 31, 2023 and December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ Asset Group March 31, 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 ​ ​ (1,143,283) ​ ​ (1,636,931) Property and equipment, net ​ $ 676,408 ​ $ 1,385,698 ​ Depreciation expense, included within Selling, general and administrative expense on the Condensed Consolidated Statements of Operations was $93,942 and $86,829 for the three months ended March 31, 2023 and 2022, respectively.

Homebuilding debt and other aff

Homebuilding debt and other affiliate debt	3 Months Ended
	Mar. 31, 2023
Homebuilding debt and other affiliate debt
Homebuilding debt and other affiliate debt	Note 7 - Homebuilding debt and other affiliate debt Prior to 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 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, 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 responsible for repayment of the 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 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 time of the draw request. Interest accrued on the loans is added to the balance of the 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 March 31, 2023 and December 31, 2022. The following table and descriptions summarize the Company’s debt as of March 31, 2023 and December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ ​ ​ ​ Homebuilding ​ ​ Weighted ​ Debt - Wells ​ ​ average ​ Fargo ​ interest rate Syndication Wells Fargo Bank ​ 7.63 % $ 39,982,270 Regions Bank ​ 7.63 % ​ 25,499,203 Texas Capital Bank ​ 7.63 % ​ 18,211,439 Truist Bank ​ 7.63 % ​ 18,195,498 First National Bank ​ 7.63 % ​ 7,284,576 Total debt on contracts ​ ​ $ 109,172,986 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 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 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 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 $40,827,014 as of March 31, 2023 and $32,044,028 as of December 31, 2022. 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 Syndication Agreement 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, (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 March 31, 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 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 was included as an offset in Retained Earnings as of December 31, 2022. For the three months ended March 31, 2023 and 2022, Other Affiliates borrowed $136,773,and $2,154,624, 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-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 March 31, 2023. In connection with the amendment of the Syndicated Line, the Company incurred debt issuance costs, from which $469,585 is deferred and will be 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

Related party transactions

Related party transactions	3 Months Ended
	Mar. 31, 2023
Related party transactions
Related party transactions	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 Affiliates of Legacy UHG (post Business Combination) meet the definition of related parties of the Company as defined in ASC 850-10-20. 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 and Other Affiliates for the three months ended March 31, 2023 and 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months ended March 31, 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months ended March 31, 2022 ​ ​ Land ​ Other ​ ​ ​ ​ ​ Development ​ Operating ​ ​ ​ ​ Affiliates Affiliates Total Financing cash flows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Land development expense ​ $ (7,642,371) ​ $ (360,831) ​ $ (8,003,202) Other activities ​ ​ (407,782) ​ ​ (70,476) ​ ​ (478,258) Cash transfer ​ ​ — ​ ​ (10,000,000) ​ ​ (10,000,000) Total financing cash flows ​ $ (8,050,153) ​ $ (10,431,307) ​ $ (18,481,460) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-cash activities ​ ​ ​ ​ ​ ​ ​ ​ ​ Acquisition of developed lots ​ ​ 4,624,810 ​ ​ — ​ ​ 4,624,810 Total non-cash activity ​ $ 4,624,810 ​ $ — ​ $ 4,624,810 ​ Land development expense Other activities Settlement of co-obligor debt to other affiliates Release of guarantor from GSH to shareholder Credit for earnest money deposits Cash transfer Acquisition of developed lots from related parties in settlement of Due from Other Affiliates Leases In addition to the transactions above, Legacy UHG has entered into three separate operating lease agreements with a related party. The terms of the leases, including rent expense and future minimum payments, are described in Note 11 - Commitments and contingencies Other The Company shares office spaces with a related party and certain employees of the Company provide services to the 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 months ended March 31, 2023, the Company allocated overhead costs to the related party in the amount of $185,812 and was charged for street maintenance in the amount of $59,825 by the same related party. The remaining balance outstanding as of March 31, 2023 is $125,987 and is presented on the Condensed Consolidated Balance Sheet.

Lot purchase agreement deposits

Lot purchase agreement deposits	3 Months Ended
	Mar. 31, 2023
Lot purchase agreement deposits
Lot purchase agreement deposits	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 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 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 March 31, 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 March 31, 2023 and December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 December 31, 2022 Lot purchase agreement deposits ​ $ 8,113,303 ​ $ 3,804,436 Remaining purchase price ​ ​ 205,808,168 ​ ​ 65,451,928 Total contract value ​ $ 213,921,471 ​ $ 69,256,364 ​ Out of the $8,113,303 lot purchase agreement deposits outstanding as of March 31, 2023, $4,595,626 are with related parties. The Company 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 March 31, 2023 and 2022, the Company recorded $8,664 and $89,361, 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 not deemed to be a variable interest in the respective third-party land developers.

Warranty reserves

Warranty reserves	3 Months Ended
	Mar. 31, 2023
Warranty reserves
Warranty reserves	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 accompanying Condensed Consolidated Balance Sheets as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Year Ended ​ ​ March 31, 2023 ​ December 31, 2022 Warranty reserves at beginning of the period ​ $ 1,371,412 ​ $ 1,275,594 Reserves provided ​ ​ 242,720 ​ ​ 1,156,027 Payments for warranty costs and other ​ ​ (204,713) ​ ​ (1,060,209) Warranty reserves at end of the period ​ $ 1,409,419 ​ $ 1,371,412 ​

Commitments and contingencies

Commitments and contingencies	3 Months Ended
	Mar. 31, 2023
Commitments and contingencies
Commitments and contingencies	Note 11 - Commitments and contingencies 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 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 the option will be exercised. The Company recognized an operating lease expense of $201,439 and $159,679 within Selling, general, and administrative expense on the Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022, respectively. Operating lease expense included variable lease expense of $11,925 and $18,237 for the three months ended March 31, 2023 and 2022, respectively. The weighted-average discount rate for the operating leases entered into during the three months ended March 31, 2023 and 2022 was 5.54% and 3.16% and the weighted-average remaining lease term was 2.11 and 2.4 years, 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 associated with the 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 $68,625 for the three months ended March 31, 2023. The maturity of the contractual, undiscounted operating lease liabilities as of March 31, 2023 are as follows: ​ ​ ​ ​ ​ Lease Payment 2023 $ 361,734 2024 ​ 292,992 2025 ​ 108,792 2026 ​ 48,000 2027 and thereafter ​ — Total undiscounted operating lease liabilities ​ $ 811,518 Interest on operating lease liabilities ​ (43,236) Total present value of operating lease liabilities ​ $ 768,282 ​ 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 $95,381 and $34,335 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 March 31, 2023 and 2022, respectively. Litigation The Company is subject to claims and lawsuits that may arise primarily in the ordinary course of business, which consist mainly of construction defect claims. It is management’s opinion that if a claim has merit, other parties will be partially responsible or liable for the claim. 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. Below is a summary of recent and current pending litigation involving the Company. The Company is a defendant in a class action lawsuit claiming that the Company required the lawsuit’s representative to sign a waiver of the common law warranty of habitability in the contract for sale but received no compensation for the waiver. The representative and other members of the class that purchased using the same contract seek compensation for the value of the waiver. The suit specifically declines to claim that there was any construction defect in the homes sold by the Company. Management and legal counsel for the Company are uncertain as to the likelihood of the outcome of the case and the amount of potential damages is neither known nor reasonably estimable. No amounts have been accrued for in the matter. A hearing before the S.C. Court of Appeals was held in April 2021 regarding arbitration; however, the court has not rendered a decision. If this case were to go to trial it is anticipated that the matter would be unresolved for several years. The Company is a defendant in a claim involving construction defects associated with improper slope of a sewer line in and under the slab at the property causing damages, where the Company served as the general contractor for original construction of the residence. The Company was served with a summons and complaint in this matter on February 1, 2023. The Company has submitted this matter to the insurance carrier, and they have engaged a law firm. The Company’s assessment of liability at this time is unknown as it has been just served with the summons and complaint. According to the insurance carrier, there is no deductible for this claim. The Company believes the insurance will cover any amounts that may ultimately be determined to be owed, if any. The Company is involved in a litigation regarding a variance for a subdivision. The Company applied for a variance for a subdivision from the Horry County Supplemental Flood Zone freeboard requirement, which was granted by the Horry County Board of Construction Adjustments and Appeals in August 2022. The Horry County Board of Construction Adjustments and Appeals reconsidered the variance in September 2022 to allow county staff and the Company to reach a compromise on the freeboard requirement. County staff and the Company agreed to a reduction in the freeboard requirement to two feet rather than three, and the Board again approved the variance at its February 2023. Due to a lack of information on the possible impact to the county’s flood insurance rating, a vote on the amendment failed at the Horry County Council meeting later that month. Subsequently, Horry County filed an appeal of the Board’s decision to grant the variance. If the Horry County Council approves the amendment, the litigation will be moot. However, it the amendment does not get approved, the Company would have to build to the three-foot freeboard rather than the two-foot previously granted. The Company is of the opinion that such matter will be resolved without material effect on the Company’s financial condition or results of operations as the plaintiff is not seeking monetary damages and the Company is expecting the case to be dismissed in near future. The Company is a defendant in a claim regarding high levels of Volatile Organic Compound in a house in Anderson, South Carolina. The Company’s investigations into this matter have resulted in indoor air sampling and soil gas screening indicating that the subject lot, and potentially others in the area, have been impacted by historical industrial activities predating the construction of the houses. The Company is investigating the extent and degree to which these impacts may have impacted other homes and is working with South Carolina environmental regulators to determine if additional actions will be required. Potential costs or liabilities associated with this matter cannot be determined at this time.

Convertible Note

Convertible Note	3 Months Ended
	Mar. 31, 2023
Convertible Note
Convertible Note	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% as PIK Interest. The effective interest rate on the Notes is 19.75%. 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. 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 on March 31, 2023: ​ ​ ​ ​ ​ ​ March 31, 2023 Beginning Balance – Par ​ $ 80,000,000 Unamortized Discount ​ (13,285,724) Carrying Value ​ $ 66,714,276 ​ The Company did not recognize interest expense for the Notes for the period ended March 31, 2023, as the Company believes the interest accrued during the time the Notes were outstanding is immaterial as of March 31, 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 grant date, March 30, 2023 and for the period ended March 31, 2023. ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 March 30, 2023 Risk-free interest rate 3.70 % 3.80 % Expected volatility 40 % 40 % Expected dividend yield — % — % ​ Risk-Free Interest Rate Expected Volatility Expected Dividend Yield

Share-based compensation

Share-based compensation	3 Months Ended
	Mar. 31, 2023
Share-based compensation
Share-based compensation	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 is administered by a committee appointed by the Board of Directors and has reserved 3,000 common shares to be issued as equity-based awards to directors and employees of GSH. The number of awards reserved is 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 defines 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 conversion 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. 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. As of March 31, 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 ​ — ​ ​ 2.81 Forfeited ​ (85,555) ​ ​ 2.81 Outstanding, March 31, 2023 ​ 785,012 ​ $ 2.81 Options exercisable at March 31, 2023 ​ 197,912 ​ $ 2.81 ​ The aggregate intrinsic value of the stock options outstanding was $10,561,716 and $7,460,132 as of March 31, 2023 and December 31, 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 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 period ended March 31, 2023 and 2022 was $51,079 and $41,422, respectively. As of March 31, 2023, there was unrecognized stock compensation expense related to non-vested stock option arrangements totaling $602,264. The weighted average period over which the unrecognized stock compensation expense is expected to be recognized is 2.81 years. Prior to the Business Combination, Legacy UHG’s common stock was not publicly traded, 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 considers numerous objective and subjective factors to determine the fair value of the Company’s common stock. The factors considered include, but are 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. 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 and the fair value of stock options replaced on the replacement date. ​ ​ ​ ​ ​ ​ ​ ​ ​ Inputs March 30, 2023 ​ January 19, 2022 Risk-free interest rate ​ 3.77 % ​ 1.82 % Expected volatility ​ 40 % ​ 35 % Expected dividend yield ​ — % ​ — % Expected life (in years) ​ 5.10 ​ ​ 6.25 ​ Fair value of options ​ $ 10.41 ​ $ 1.06 ​ ​ Risk-Free Interest Rate Expected Volatility Expected Dividend Yield Expected Life 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 $2,111,948 and is included within Derivative liability on the Condensed Consolidated Balance Sheet as of March 31, 2023. Unrealized loss on the derivative liability of stock options amounts to $922,263 and is included as Change in fair value of derivative liability within the Condensed Consolidated Statement of Operations for the three-months period ended March 31, 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 three month period ended March 31, 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. 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. As of March 31, 2023, no warrants have been exercised. 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 three months ended March 31, 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

Earnout Shares

Earnout Shares	3 Months Ended
	Mar. 31, 2023
Earnout Shares
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 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 As discussed in Note 3 - Summary of significant accounting policies ​ ​ ​ ​ ​ ​ ​ ​ ​ 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. The preliminary estimated fair value of the Earnout Shares was determined as of March 30, 2023 (the “Grant Date”) and the period end date of March 31, 2023, 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 March 31, 2023 March 30, 2023 Current stock price ​ $ 20.80 ​ $ 12.68 ​ Stock price targets ​ ​ $12.50, $15.00, $17.50 ​ ​ $12.50, $15.00, $17.50 ​ Expected life (in years) ​ 5.0 ​ 5.0 ​ Earnout period (in years) ​ 4.75 ​ 4.75 ​ Risk-free interest rate ​ 3.69 % 3.75 % Expected volatility ​ 40 % 40 % Expected dividend yield ​ — % — % ​ The change in the fair value of the Earnout Shares between March 30, 2023 and March 31, 2023 was primarily attributable to the increase in the current stock price of the Company from $12.68 as of March 30, 2023 to $20.80 as of March 31, 2023. As none of the earnout Triggering Events have occurred as of March 31, 2023, no shares have been distributed.

Warrant liability

Warrant liability	3 Months Ended
	Mar. 31, 2023
Warrant liability
Warrant liability	Note 15 - Warrant liability Immediately prior to the Closing Date, 2,966,669 of the 5,933,333 Private Placement Warrants were forfeited. The remaining 2,966,664 Private Placement Warrants were recognized as a liability on March 30, 2023 at a fair value of $0.30 per warrant for a total of $0.9 million. The Warrants were remeasured to a fair value of $0.32 per share for a total of $1.0 million as of March 31, 2023. The Company recorded a loss of $0.1 million for the period ended March 31, 2023, which is included in Change in fair value of derivative liabilities on the Condensed Consolidated Statement of Operations. The Private Placement Warrants were valued using the following assumptions under the Monte Carlo method: ​ ​ ​ ​ ​ ​ ​ ​ ​ Inputs March 31, 2023 March 30, 2023 Current stock price ​ $ 20.80 ​ $ 12.68 ​ Exercise price ​ $ 11.50 ​ $ 11.50 ​ Expected life (in years) ​ 5.0 ​ 5.0 ​ Risk-free interest rate ​ 3.69 % 3.75 % Expected volatility ​ 40 % 40 % Expected dividend yield ​ — % — % ​ The Public Warrants were initially recognized as a liability on March 30, 2023 at a fair value of $0.30 per warrant for a total of $2.6 million. The Warrants were remeasured to a fair value of $0.28 per share for a total of $2.4 million as of March 31, 2023. The Company recorded a loss of $0.2 million for the period ended March 31, 2023, which is included in Change in fair value of derivative liabilities on the Condensed Consolidated Statement of Operations.

Income taxes

Income taxes	3 Months Ended
	Mar. 31, 2023
Income taxes
Income taxes	Note 16 - Income taxes For the three months ended March 31, 2023, the Company recognized income tax benefit of $2,021,265, from which $821,811 is in connection with continuing operations for the post transaction two-day period ended March 31, 2023. 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 three months ended March 31, 2023 is 25.3%. This differs from the federal statutory rate of 21% primarily due to state income tax expense and non-deductible 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 during the current period. 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 three months ended March 31, 2023.

Employee benefit plan

Employee benefit plan	3 Months Ended
	Mar. 31, 2023
Employee benefit plan
Employee benefit plan	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 March 31, 2023 and 2022 were approximately $80,077, and $37,652 respectively. These amounts are recorded in Selling, general and administrative expenses on the Condensed Consolidated Statements of Operations.

Net (Loss) Earnings Per Share

Net (Loss) Earnings Per Share	3 Months Ended
	Mar. 31, 2023
Net (Loss) Earnings Per Share
Net (Loss) Earnings Per Share	Note 18 - Net (Loss) Earnings Per Share The Company computes basic net (loss) earnings per share using net (loss) 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 months ended March 31, 2023 reflects the equity structure of DHHC, including the equity interests issued by DHHC to effect the business combination. The following table sets forth the computation of the Company’s basic and diluted net (loss) profit per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 March 31, 2022 Numerator ​ ​ ​ ​ ​ ​ Net (loss) income ​ $ (204,504,328) ​ $ 17,017,928 Denominator ​ ​ ​ ​ ​ ​ Weighted-average number of common shares outstanding - basic ​ ​ 37,575,074 ​ ​ 37,347,350 Effect of dilutive securities ​ ​ — ​ ​ — Weighted-average number of common shares outstanding - diluted ​ ​ 37,575,074 ​ ​ 37,347,350 Net (loss) earnings per common share: ​ ​ ​ ​ ​ ​ Basic ​ $ (5.44) ​ $ 0.46 Diluted ​ $ (5.44) ​ $ 0.46 ​ The following table summarizes potentially dilutive outstanding securities for the three months ended March 31, 2023 and 2022 that were excluded from the calculation of diluted EPS, because their effect would have been anti-dilutive. ​ ​ ​ ​ ​ ​ ​ March 31, 2023 March 31, 2022 Stock warrants ​ 1,867,368 ​ 1,867,368 Private placement warrants ​ 2,966,664 ​ — Public warrants ​ 8,625,000 ​ — Stock options ​ 899,295 ​ 944,262 Convertible notes ​ 8,000,000 ​ — Total anti-dilutive features ​ 22,358,327 ​ 2,811,630 ​ The Company’s 21,886,378 Earnout Shares are excluded from the anti-dilutive table above as of March 31, 2023, as the underlying shares remain contingently issuable as the Earnout Triggering Events have not been satisfied.

Subsequent events

Subsequent events	3 Months Ended
	Mar. 31, 2023
Subsequent events
Subsequent events	Note 19 - Subsequent events Management has performed an evaluation of subsequent events after the Balance Sheet date of March 31, 2023 through the date the Condensed Consolidated Financial Statements were available to be issued. On April 28, 2023, a warrant holder of the stock warrants described in Note 13 - Share-based compensation ​

Summary of significant accoun_2

Summary of significant accounting policies (Policies)	3 Months Ended
	Mar. 31, 2023
Summary of significant accounting policies
Unaudited Interim Condensed Consolidated Financial Statements	Unaudited Interim Condensed Consolidated Financial Statements -
Emerging Growth Company	Emerging Growth Company 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 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 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 financial statements with another public company which is 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	Principles of consolidation –
Use of Estimates	Use of Estimates –
Segment Information	Segment Information –
Inventories and Cost of Sales	Inventories and Cost of Sales – – 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 March 31, 2023 and December 31, 2022, the amount of developed lots included in inventory was $21,189,983 and $16,205,448, respectively. Developed lots purchased at fair value from third parties was $15,815,143 and $10,052,179 as of March 31, 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 March 31, 2023 and December 31, 2022, the amount of inventory related to homes under construction included in homes under construction and finished homes was $88,872,575 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 March 31, 2023 and December 31, 2022, the amount of inventory related to finished homes included in homes under construction and finished homes was $40,078,317 and $22,133,926, respectively.
Revenue Recognition	Revenue Recognition - Revenue from Contracts with Customers
Advertising	Advertising –
Income Taxes	Income Taxes – The Company 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 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 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 three months ended March 31, 2023, nor was there any recorded liability for uncertain tax positions. ​
Derivative liabilities	Derivative liabilities – Distinguishing Liabilities from Equity Derivatives and Hedging The 8,625,000 warrants issued in connection with DHHC’s Initial Public Offering (the “Public Warrants”), the 2,966,664 Private Placement Warrants, 21,491,695 Earnout Shares and certain stock options (as discussed in Note 13 - Share-based compensation Earnout Shares Warrant Liabilities Note 13 - Share-based compensation
Earnout	Earnout Note 14 - Earnout Shares. Earnout Shares issuable to Employee Option Holders at the Closing Date 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 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
Warrant Liabilities	Warrant Liabilities- 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 will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain exceptions. During the three months ended March 31, 2023, no Common Stock Warrants were exercised. The Public Warrants are publicly traded and are exercisable 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 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 and Private Placement Warrants and concluded that both meet the definition of a derivative and will be accounted for in accordance with ASC Topic 815-40, as the Public Warrants and Private Placement Warrants are not considered indexed to UHG’s stock.
PIPE Investment	PIPE Investment – 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 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 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 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	Recently Adopted Accounting Pronouncements - Financial Instruments – Credit Losses Measurement of Credit Losses on Financial Instruments
Recent Accounting Pronouncements Not Yet Adopted	Recent Accounting Pronouncements Not Yet Adopted –

Merger and Reverse Recapitali_2

Merger and Reverse Recapitalization (Tables)	3 Months Ended
	Mar. 31, 2023
Merger and Reverse Recapitalization
Schedule of consummation of business combination	​ ​ ​ ​ ​ ​ ​ ​ Shares Ownership % ​ DHHC public shareholders - UHG Class A Common Shares 1 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.

Fair Value Measurement (Tables)

Fair Value Measurement (Tables)	3 Months Ended
	Mar. 31, 2023
Fair Value Measurement
Summary of assets and liabilities that are measured at fair value	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements as of March 31, 2023 ​ ​ Level 1 Level 2 Level 3 Total Contingent earnout liability ​ $ — ​ $ — ​ $ 445,630,296 ​ $ 445,630,296 Derivative private placement warrant liability ​ — ​ — ​ 949,332 ​ 949,332 Derivative public warrant liability ​ 2,415,000 ​ — ​ — ​ 2,415,000 Derivative stock option liability ​ $ — ​ $ — ​ $ 2,111,948 ​ $ 2,111,948 Total Derivative Liability ​ $ 2,415,000 ​ $ — ​ $ 448,691,576 ​ $ 451,106,576 ​
Summary of change in the fair value of Level 3 liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative ​ ​ ​ ​ ​ ​ ​ private ​ Derivative ​ ​ Contingent ​ placement ​ stock ​ ​ earnout ​ warrant ​ 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

Capitalized interest (Tables)

Capitalized interest (Tables)	3 Months Ended
	Mar. 31, 2023
Capitalized interest
Summary of capitalized interest activity	​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2023 2022 Capitalized interest at January 1: ​ $ 1,250,460 ​ $ 1,190,318 Interest cost capitalized ​ ​ 2,237,900 ​ ​ 837,780 Interest cost expensed ​ ​ (2,386,832) ​ ​ (957,900) Capitalized interest at March 31: ​ $ 1,101,528 ​ $ 1,070,198

Property and equipment (Tables)

Property and equipment (Tables)	3 Months Ended
	Mar. 31, 2023
Property and equipment
Schedule of components of property and equipment	​ ​ ​ ​ ​ ​ ​ ​ Asset Group March 31, 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 ​ ​ (1,143,283) ​ ​ (1,636,931) Property and equipment, net ​ $ 676,408 ​ $ 1,385,698 ​

Homebuilding debt and other a_2

Homebuilding debt and other affiliate debt (Tables)	3 Months Ended
	Mar. 31, 2023
Homebuilding debt and other affiliate debt
Summary of Company's debt	​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ ​ ​ ​ Homebuilding ​ ​ Weighted ​ Debt - Wells ​ ​ average ​ Fargo ​ interest rate Syndication Wells Fargo Bank ​ 7.63 % $ 39,982,270 Regions Bank ​ 7.63 % ​ 25,499,203 Texas Capital Bank ​ 7.63 % ​ 18,211,439 Truist Bank ​ 7.63 % ​ 18,195,498 First National Bank ​ 7.63 % ​ 7,284,576 Total debt on contracts ​ ​ $ 109,172,986 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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.

Related party transactions (Tab

Related party transactions (Tables)	3 Months Ended
	Mar. 31, 2023
Related party transactions
Schedule of related party transactions	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months ended March 31, 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months ended March 31, 2022 ​ ​ Land ​ Other ​ ​ ​ ​ ​ Development ​ Operating ​ ​ ​ ​ Affiliates Affiliates Total Financing cash flows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Land development expense ​ $ (7,642,371) ​ $ (360,831) ​ $ (8,003,202) Other activities ​ ​ (407,782) ​ ​ (70,476) ​ ​ (478,258) Cash transfer ​ ​ — ​ ​ (10,000,000) ​ ​ (10,000,000) Total financing cash flows ​ $ (8,050,153) ​ $ (10,431,307) ​ $ (18,481,460) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-cash activities ​ ​ ​ ​ ​ ​ ​ ​ ​ Acquisition of developed lots ​ ​ 4,624,810 ​ ​ — ​ ​ 4,624,810 Total non-cash activity ​ $ 4,624,810 ​ $ — ​ $ 4,624,810 ​

Lot purchase agreement deposi_2

Lot purchase agreement deposits (Tables)	3 Months Ended
	Mar. 31, 2023
Lot purchase agreement deposits
Summary of the interest in lot purchase agreements	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 December 31, 2022 Lot purchase agreement deposits ​ $ 8,113,303 ​ $ 3,804,436 Remaining purchase price ​ ​ 205,808,168 ​ ​ 65,451,928 Total contract value ​ $ 213,921,471 ​ $ 69,256,364 ​

Warranty reserves (Tables)

Warranty reserves (Tables)	3 Months Ended
	Mar. 31, 2023
Warranty reserves
Summary of the activity related to warranty reserves	​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Year Ended ​ ​ March 31, 2023 ​ December 31, 2022 Warranty reserves at beginning of the period ​ $ 1,371,412 ​ $ 1,275,594 Reserves provided ​ ​ 242,720 ​ ​ 1,156,027 Payments for warranty costs and other ​ ​ (204,713) ​ ​ (1,060,209) Warranty reserves at end of the period ​ $ 1,409,419 ​ $ 1,371,412

Commitments and contingencies (

Commitments and contingencies (Tables)	3 Months Ended
	Mar. 31, 2023
Commitments and contingencies
Schedule of the maturity of the contractual, undiscounted operating lease liabilities	The maturity of the contractual, undiscounted operating lease liabilities as of March 31, 2023 are as follows: ​ ​ ​ ​ ​ Lease Payment 2023 $ 361,734 2024 ​ 292,992 2025 ​ 108,792 2026 ​ 48,000 2027 and thereafter ​ — Total undiscounted operating lease liabilities ​ $ 811,518 Interest on operating lease liabilities ​ (43,236) Total present value of operating lease liabilities ​ $ 768,282 ​

Convertible Note (Tables)

Convertible Note (Tables)	3 Months Ended
	Mar. 31, 2023
Convertible Note
Summary of outstanding balance of Convertible Note	​ ​ ​ ​ ​ ​ March 31, 2023 Beginning Balance – Par ​ $ 80,000,000 Unamortized Discount ​ (13,285,724) Carrying Value ​ $ 66,714,276 ​
Summary of assumptions used in the Binomial and Monte Carlo valuation models to determine the estimated fair value of the Convertible Note at the grant date	​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 March 30, 2023 Risk-free interest rate 3.70 % 3.80 % Expected volatility 40 % 40 % Expected dividend yield — % — % ​

Share-based compensation (Table

Share-based compensation (Tables)	3 Months Ended
	Mar. 31, 2023
Share-based compensation
Schedule of assumptions used to determine the estimated fair value of the awards granted	​ ​ ​ ​ ​ ​ 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 ​ ​
Stock warrants
Share-based compensation
Schedule of assumptions used to determine the estimated fair value of the awards granted	​ ​ ​ ​ ​ ​ ​ ​ ​ Inputs March 30, 2023 ​ January 19, 2022 Risk-free interest rate ​ 3.77 % ​ 1.82 % Expected volatility ​ 40 % ​ 35 % Expected dividend yield ​ — % ​ — % Expected life (in years) ​ 5.10 ​ ​ 6.25 ​ Fair value of options ​ $ 10.41 ​ $ 1.06 ​ ​
Stock options
Share-based compensation
Summary of stock options granted	​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ Average ​ ​ ​ ​ Per share ​ ​ ​ ​ Exercise ​ Stock options price Outstanding, December 31, 2022 ​ 870,567 ​ $ 2.81 Granted ​ — ​ ​ 2.81 Forfeited ​ (85,555) ​ ​ 2.81 Outstanding, March 31, 2023 ​ 785,012 ​ $ 2.81 Options exercisable at March 31, 2023 ​ 197,912 ​ $ 2.81 ​

Earnout Shares (Tables)

Earnout Shares (Tables)	3 Months Ended
	Mar. 31, 2023
Earnout Shares
Schedule of number of Earnout Shares	​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​
Schedule of assumptions used in valuation of instruments	​ ​ ​ ​ ​ ​ ​ ​ ​ Inputs March 31, 2023 March 30, 2023 Current stock price ​ $ 20.80 ​ $ 12.68 ​ Stock price targets ​ ​ $12.50, $15.00, $17.50 ​ ​ $12.50, $15.00, $17.50 ​ Expected life (in years) ​ 5.0 ​ 5.0 ​ Earnout period (in years) ​ 4.75 ​ 4.75 ​ Risk-free interest rate ​ 3.69 % 3.75 % Expected volatility ​ 40 % 40 % Expected dividend yield ​ — % — % ​

Warrant liability (Tables)

Warrant liability (Tables)	3 Months Ended
	Mar. 31, 2023
Warrant liability
Schedule of Private Placement Warrants valued using assumptions under the Monte Carlo method	​ ​ ​ ​ ​ ​ ​ ​ ​ Inputs March 31, 2023 March 30, 2023 Current stock price ​ $ 20.80 ​ $ 12.68 ​ Exercise price ​ $ 11.50 ​ $ 11.50 ​ Expected life (in years) ​ 5.0 ​ 5.0 ​ Risk-free interest rate ​ 3.69 % 3.75 % Expected volatility ​ 40 % 40 % Expected dividend yield ​ — % — % ​

Net (Loss) Earnings Per Share (

Net (Loss) Earnings Per Share (Tables)	3 Months Ended
	Mar. 31, 2023
Net (Loss) Earnings Per Share
Schedule of earnings per share, weighted average number of common shares issued and outstanding by GSH	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 March 31, 2022 Numerator ​ ​ ​ ​ ​ ​ Net (loss) income ​ $ (204,504,328) ​ $ 17,017,928 Denominator ​ ​ ​ ​ ​ ​ Weighted-average number of common shares outstanding - basic ​ ​ 37,575,074 ​ ​ 37,347,350 Effect of dilutive securities ​ ​ — ​ ​ — Weighted-average number of common shares outstanding - diluted ​ ​ 37,575,074 ​ ​ 37,347,350 Net (loss) earnings per common share: ​ ​ ​ ​ ​ ​ Basic ​ $ (5.44) ​ $ 0.46 Diluted ​ $ (5.44) ​ $ 0.46 ​
Summary of potentially dilutive outstanding securities	​ ​ ​ ​ ​ ​ ​ March 31, 2023 March 31, 2022 Stock warrants ​ 1,867,368 ​ 1,867,368 Private placement warrants ​ 2,966,664 ​ — Public warrants ​ 8,625,000 ​ — Stock options ​ 899,295 ​ 944,262 Convertible notes ​ 8,000,000 ​ — Total anti-dilutive features ​ 22,358,327 ​ 2,811,630 ​

Merger and Reverse Recapitali_3

Merger and Reverse Recapitalization - Transactions completed and outstanding securities (Details) (Imported) - $ / shares	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Business Acquisition
Number of shares issued	47,594,950
Exercise price	$ 11.50
Rollover options outstanding	785,012	870,567
Exercise price of options	$ 2.81	$ 2.81
Warrants issued in connection with the DHHC initial public offering and are held by Anchor Investors
Business Acquisition
Number of outstanding warrants	2,966,664
Exercise price	$ 11.50
Warrants issued in connection with the DHHC initial public offering
Business Acquisition
Number of outstanding warrants	8,625,000
Exercise price	$ 11.50
Assumed Warrants
Business Acquisition
Number of outstanding warrants	1,867,368
Exercise price	$ 4.05
Class A common stock
Business Acquisition
Number of shares issued	1,755,063
Common stock, shares outstanding	10,621,073	10,621,073
Number of shares called by options outstanding	905,930
Class A common stock | Warrants issued in connection with the DHHC initial public offering and are held by Anchor Investors
Business Acquisition
Number of shares called by warrants outstanding	2,966,664
Class A common stock | Warrants issued in connection with the DHHC initial public offering
Business Acquisition
Number of shares called by warrants outstanding	8,625,000
Class A common stock | Assumed Warrants
Business Acquisition
Number of shares called by warrants outstanding	1,867,368
Class A common stock | DHP SPAC II Sponsor LLC (the "Sponsor")
Business Acquisition
Number of shares issued upon conversion	4,160,931
Class B common stock
Business Acquisition
Common stock, shares outstanding	36,973,877	36,973,877
DHHC Class B common stock
Business Acquisition
Common stock, shares outstanding	8,625,000
DHHC Class B common stock | DHP SPAC II Sponsor LLC (the "Sponsor") | Warrants issued in connection with the DHHC initial public offering
Business Acquisition
Number of shares converted	8,625,000
Legacy UHG
Business Acquisition
Number of outstanding options of GSH assumed	2,426
Number of Rollover Options issued upon exchange	905,930
Number of outstanding warrants to purchase GSH Class A Common Shares assumed	5,000
Legacy UHG | Assumed Warrants
Business Acquisition
Number of shares called by warrants outstanding	1,867,368
Legacy UHG | GSH Class A Common Shares
Business Acquisition
Number of issued and outstanding shares exchanged	1,000
Legacy UHG | GSH Class B Common Shares
Business Acquisition
Number of issued and outstanding shares exchanged	99,000
Legacy UHG | Class A common stock
Business Acquisition
Number of shares issued upon exchange	373,473
Legacy UHG | Class B common stock
Business Acquisition
Number of shares issued upon exchange	36,973,877

Merger and Reverse Recapitali_4

Merger and Reverse Recapitalization - Earnout & Other agreements (Details) - USD ($) $ / shares in Units, $ in Millions			3 Months Ended
	Mar. 30, 2023	Mar. 30, 2022	Mar. 31, 2023	Dec. 31, 2022
Merger and Reverse Recapitalization
Number of shares issued			47,594,950
Gross proceeds			$ 4.7
Note Purchase Agreement
Merger and Reverse Recapitalization
Original principal amount	$ 80
Note Purchase Agreement | Convertible Note
Merger and Reverse Recapitalization
Original principal amount		$ 80	$ 80
PIPE Subscription Agreements
Merger and Reverse Recapitalization
Gross proceeds		$ 4.7
Share Lock-Up Agreements
Merger and Reverse Recapitalization
Number of shares issued	421,100
Purchase price per share	$ 0.01
Class A common stock
Merger and Reverse Recapitalization
Earnout Shares, Number			21,886,378
Earnout Shares, Number of shares in earnout consideration			20,000,000
Common stock, shares outstanding			10,621,073	10,621,073
Number of shares issued			1,755,063
Class A common stock | Convertible Note
Merger and Reverse Recapitalization
Number of shares issued			744,588
Class A common stock | Note Purchase Agreement
Merger and Reverse Recapitalization
Number of shares issued	744,588
Class A common stock | Note Purchase Agreement | Convertible Note
Merger and Reverse Recapitalization
Number of shares issued		744,588
Class A common stock | Share Lock-Up Agreements
Merger and Reverse Recapitalization
Purchase price per share			$ 0.01
Number of shares agreed to issue to each investor			$ 0.25
Maximum number of shares agreed to issue			421,100
Class A common stock | DHP SPAC II Sponsor LLC (the "Sponsor")
Merger and Reverse Recapitalization
Earnout Shares, Number			1,886,378
Number of shares issued upon conversion			4,160,931
Common class two | PIPE Subscription Agreements
Merger and Reverse Recapitalization
Number of shares issued	117,875		117,875
Purchase price per share	$ 0.01		$ 0.01
DHHC Class B common stock
Merger and Reverse Recapitalization
Common stock, shares outstanding			8,625,000
Common stock, shares outstanding remaining after surrender			6,738,622
Number of shares forfeited			2,577,691
DHHC Class B common stock | DHP SPAC II Sponsor LLC (the "Sponsor")
Merger and Reverse Recapitalization
Number of shares surrendered			1,886,378
Common class one | PIPE Subscription Agreements
Merger and Reverse Recapitalization
Number of shares issued	471,500		471,500
Purchase price per share	$ 10
Common class one | PIPE Subscription Agreements | Convertible Note
Merger and Reverse Recapitalization
Purchase price per share			$ 10

Merger and Reverse Recapitali_5

Merger and Reverse Recapitalization - Common Shares issued (Details)	3 Months Ended
	Mar. 31, 2023 shares
Business Acquisition
Number of shares issued	47,594,950
Ownership %	100%
DHHC public shareholders - Class A1
Business Acquisition
Number of shares issued	4,331,606
Ownership %	9.10%
DHHC sponsor shareholders - Class A
Business Acquisition
Number of shares issued	4,160,931
Ownership %	8.70%
GSH existing shareholders - Class B
Business Acquisition
Number of shares issued	36,973,877
Ownership %	77.70%
GSH existing shareholders - Class A
Business Acquisition
Number of shares issued	373,473
Ownership %	0.80%
PIPE Investor - Class A
Business Acquisition
Number of shares issued	589,375
Ownership %	1.20%
Convertible Note Investors
Business Acquisition
Number of shares issued	744,588
Ownership %	1.60%
Lock-up Investors
Business Acquisition
Number of shares issued	421,100
Ownership %	0.90%

Merger and Reverse Recapitali_6

Merger and Reverse Recapitalization - Treatment of Merger (Details) (Imported) $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($)
Business Acquisition
Transaction costs including advisory, banking, legal, and other professional fees	$ 25.7
Legacy UHG
Business Acquisition
Transaction costs including advisory, banking, legal, and other professional fees	$ 12.1
Diamondhead Holdings Corp. ("DHHC")
Business Acquisition
Exchange ratio	373.47
Gross proceeds	$ 128.6
Cash held in trust account	43.9
Cash in connection with the Subscription Agreement PIPE Financing	4.7
Cash in connection with Notes PIPE Financing	80
Principal amount	80
Debt issuance costs	5
Transaction costs	3.5
Net cash proceeds	71.5
Transaction costs including advisory, banking, legal, and other professional fees	$ 13.6

Summary of significant accoun_3

Summary of significant accounting policies - Inventories and Cost of Sales (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Inventories and Cost of Sales
Developed lots included in inventory	$ 21,189,983	$ 16,205,448
Developed lots purchased at fair value from third parties	15,815,143	10,052,179
Homes under construction	88,872,575	141,863,561
Finished homes	$ 40,078,317	$ 22,133,926

Summary of significant accoun_4

Summary of significant accounting policies - Revenue recognition (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Summary of significant accounting policies
Revenue	$ 94,826,702	$ 108,436,860
Revenue recognized at a point in time
Summary of significant accounting policies
Revenue	92,389,410		$ 104,450,041
Revenue recognized over time
Summary of significant accounting policies
Revenue	$ 2,437,292	$ 3,986,819

Summary of significant accoun_5

Summary of significant accounting policies - Advertising (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Summary of significant accounting policies
Advertising and marketing costs	$ 490,980	$ 452,765

Summary of significant accoun_6

Summary of significant accounting policies - Derivative liabilities (Details)	Mar. 31, 2023 shares
Public Warrants
Summary of significant accounting policies
Number of outstanding warrants	8,625,000
Private Placement Warrants
Summary of significant accounting policies
Number of outstanding warrants	2,966,664
Earnout Shares
Summary of significant accounting policies
Number of outstanding warrants	21,491,695

Summary of significant accoun_7

Summary of significant accounting policies - Warrant Liabilities (Details)	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Summary of significant accounting policies
Number of shares per warrant	1
Exercise price | $ / shares	$ 11.50
Term for which shares or warrants not transferable, assignable or salable	30 days
Common stock warrants exercised	0
Public Warrants
Summary of significant accounting policies
Number of outstanding warrants	8,625,000
Private Placement Warrants
Summary of significant accounting policies
Number of outstanding warrants	2,966,664

Summary of significant accoun_8

Summary of significant accounting policies - PIPE Investment (Details)			3 Months Ended
	Mar. 30, 2023 USD ($) $ / shares shares	Mar. 30, 2022 USD ($) item shares	Mar. 31, 2023 USD ($) $ / shares shares
Summary of significant accounting policies
Number of shares issued | shares			47,594,950
Aggregate proceeds from the PIPE Investment			$ 71,500,000
Gross proceeds			$ 4,700,000
Number of freestanding financial instruments | item		2
Proceeds from freestanding instruments issued		$ 75,000,000
Proceeds allocated to notes		70,200,000
Proceeds allocated to shares		4,800,000
Class A Common Shares
Summary of significant accounting policies
Number of shares issued | shares			1,755,063
Convertible Note | Class A Common Shares
Summary of significant accounting policies
Number of shares issued | shares			744,588
PIPE Subscription Agreements
Summary of significant accounting policies
Gross proceeds		4,700,000
PIPE Subscription Agreements | Common class one
Summary of significant accounting policies
Number of shares issued | shares	471,500		471,500
Purchase price | $ / shares	$ 10
PIPE Subscription Agreements | Common class two
Summary of significant accounting policies
Number of shares issued | shares	117,875		117,875
Purchase price | $ / shares	$ 0.01		$ 0.01
PIPE Subscription Agreements | Convertible Note | Common class one
Summary of significant accounting policies
Purchase price | $ / shares			10
Share Lock-Up Agreements
Summary of significant accounting policies
Number of shares issued | shares	421,100
Purchase price | $ / shares	$ 0.01
Share Lock-Up Agreements | Class A Common Shares
Summary of significant accounting policies
Purchase price | $ / shares			$ 0.01
Note Purchase Agreement
Summary of significant accounting policies
Original principal amount	$ 80,000,000
Issuance costs		3,500,000
Note Purchase Agreement | Class A Common Shares
Summary of significant accounting policies
Number of shares issued | shares	744,588
Note Purchase Agreement | Convertible Note
Summary of significant accounting policies
Original principal amount		$ 80,000,000	$ 80,000,000
Original issue discount	6.25%	6.25%
Aggregate proceeds from the PIPE Investment	$ 75,000,000	$ 75,000,000
Note Purchase Agreement | Convertible Note | Class A Common Shares
Summary of significant accounting policies
Number of shares issued | shares		744,588

Fair Value Measurement (Details

Fair Value Measurement (Details)	Mar. 31, 2023 USD ($)
Fair Value Measurement
Fair value of the convertible note	$ 193,100,000

Fair Value Measurement -Company

Fair Value Measurement -Company's assets and liabilities that are measured at fair value (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Fair Value Measurement
Transfers to/from levels	$ 0	$ 0
Contingent earnout liability
Fair Value Measurement
Total Derivative Liability	445,630,296	0
Derivative private placement warrant liability
Fair Value Measurement
Total Derivative Liability	949,332	0
Derivative stock option liability
Fair Value Measurement
Total Derivative Liability	2,111,948	$ 0
Recurring
Fair Value Measurement
Total Derivative Liability	451,106,576
Recurring | Level 1
Fair Value Measurement
Total Derivative Liability	2,415,000
Recurring | Level 3
Fair Value Measurement
Total Derivative Liability	448,691,576
Recurring | Contingent earnout liability
Fair Value Measurement
Total Derivative Liability	445,630,296
Recurring | Contingent earnout liability | Level 3
Fair Value Measurement
Total Derivative Liability	445,630,296
Recurring | Derivative private placement warrant liability
Fair Value Measurement
Total Derivative Liability	949,332
Recurring | Derivative private placement warrant liability | Level 3
Fair Value Measurement
Total Derivative Liability	949,332
Recurring | Derivative public warrant liability
Fair Value Measurement
Total Derivative Liability	2,415,000
Recurring | Derivative public warrant liability | Level 1
Fair Value Measurement
Total Derivative Liability	2,415,000
Recurring | Derivative stock option liability
Fair Value Measurement
Total Derivative Liability	2,111,948
Recurring | Derivative stock option liability | Level 3
Fair Value Measurement
Total Derivative Liability	$ 2,111,948

Fair Value Measurement -Change

Fair Value Measurement -Change in the fair value of Level 3 liabilities (Details)	3 Months Ended
	Mar. 31, 2023 USD ($)
Contingent earnout liability
Change in the fair value of Level 3 liabilities
Liability at January 1, 2023	$ 0
Recognition	242,211,404
Change in fair value	203,418,892
Liability at March 31, 2023	445,630,296
Derivative private placement warrant liability
Change in the fair value of Level 3 liabilities
Liability at January 1, 2023	0
Recognition	625,370
Forfeitures	(890,001)
Change in fair value	1,213,963
Liability at March 31, 2023	949,332
Derivative stock option liability
Change in the fair value of Level 3 liabilities
Liability at January 1, 2023	0
Recognition	1,189,685
Change in fair value	922,263
Liability at March 31, 2023	$ 2,111,948

Capitalized interest (Details)

Capitalized interest (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Capitalized interest costs
Capitalized interest, beginning of period	$ 1,250,460	$ 1,190,318
Interest cost capitalized	2,237,900	837,780
Interest cost expensed	(2,386,832)	(957,900)
Capitalized interest, end of period	$ 1,101,528	$ 1,070,198

Property and equipment (Details

Property and equipment (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Property and Equipment
Property and equipment	$ 1,819,691		$ 3,022,629
Less: Accumulated depreciation	(1,143,283)		(1,636,931)
Property and equipment, net	676,408		1,385,698
Depreciation expense	93,942	$ 86,829
Furniture and fixtures
Property and Equipment
Property and equipment	738,361		688,487
Leasehold improvements
Property and Equipment
Property and equipment	380,187		380,187
Machinery and equipment
Property and Equipment
Property and equipment	164,258		1,037,231
Office equipment
Property and Equipment
Property and equipment	175,130		165,774
Vehicles
Property and Equipment
Property and equipment	$ 361,755		$ 750,950

Homebuilding debt and other a_3

Homebuilding debt and other affiliate debt (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Homebuilding debt and other affiliate debt
Debt on contracts		$ 120,797,006
Homebuilding Debt - Wells Fargo Syndication
Homebuilding debt and other affiliate debt
Debt on contracts	$ 109,172,986	109,752,200
Other Affiliates
Homebuilding debt and other affiliate debt
Debt on contracts		$ 11,044,806
Wells Fargo Bank
Homebuilding debt and other affiliate debt
Weighted average interest rate	7.63%	4.98%
Debt on contracts		$ 43,198,852
Wells Fargo Bank | Homebuilding Debt - Wells Fargo Syndication
Homebuilding debt and other affiliate debt
Debt on contracts	$ 39,982,270	34,995,080
Wells Fargo Bank | Other Affiliates
Homebuilding debt and other affiliate debt
Debt on contracts		$ 8,203,772
Regions Bank
Homebuilding debt and other affiliate debt
Weighted average interest rate	7.63%	4.98%
Debt on contracts		$ 27,550,618
Regions Bank | Homebuilding Debt - Wells Fargo Syndication
Homebuilding debt and other affiliate debt
Debt on contracts	$ 25,499,203	$ 27,550,618
Texas Capital Bank
Homebuilding debt and other affiliate debt
Weighted average interest rate	7.63%	4.98%
Debt on contracts		$ 19,676,552
Texas Capital Bank | Homebuilding Debt - Wells Fargo Syndication
Homebuilding debt and other affiliate debt
Debt on contracts	$ 18,211,439	$ 19,676,552
Truist Bank
Homebuilding debt and other affiliate debt
Weighted average interest rate	7.63%	4.98%
Debt on contracts		$ 19,659,329
Truist Bank | Homebuilding Debt - Wells Fargo Syndication
Homebuilding debt and other affiliate debt
Debt on contracts	$ 18,195,498	$ 19,659,329
First National Bank
Homebuilding debt and other affiliate debt
Weighted average interest rate	7.63%	4.98%
Debt on contracts		$ 7,870,621
First National Bank | Homebuilding Debt - Wells Fargo Syndication
Homebuilding debt and other affiliate debt
Debt on contracts	$ 7,284,576	$ 7,870,621
Anderson Brothers
Homebuilding debt and other affiliate debt
Weighted average interest rate		4.74%
Debt on contracts		$ 2,841,034
Anderson Brothers | Other Affiliates
Homebuilding debt and other affiliate debt
Debt on contracts		$ 2,841,034

Homebuilding debt and other a_4

Homebuilding debt and other affiliate debt - Activity (Details) - USD ($)			1 Months Ended	3 Months Ended
	Mar. 31, 2023	Feb. 27, 2023	Jul. 31, 2021	Mar. 31, 2023	Mar. 30, 2023	Mar. 31, 2022	Dec. 31, 2022
Homebuilding debt and other affiliate debt
Proceeds from other affiliate debt				$ 136,773		$ 2,154,624
Settlement of co-obligor debt to other affiliates				8,340,545
Outstanding Debt Balance				0
Amortization of deferred financing costs				120,988		85,782
Wells Fargo Bank
Homebuilding debt and other affiliate debt
Borrowing capacity			$ 150,000,000
Credit facility term			3 years
Extension period			1 year
Remaining availability	$ 40,827,014			40,827,014			$ 32,044,028
Minimum tangible net worth, dollar component				$ 70,000,000	$ 65,000,000
Minimum tangible net worth, income component as percent of after-tax income					25%
Minimum liquidity				15,000,000%
Minimum cash amount				7,500,000%
Deferred loan costs capitalized				$ 469,585
Amortization of deferred financing costs				120,988		85,782
Outstanding deferred loan costs				$ 1,059,657		888,179
Wells Fargo Bank | Maximum
Homebuilding debt and other affiliate debt
Unused amount fee, as a percent				30%
Maximum leverage ratio	2.50%				2.75%
Minimum debt service coverage				2.50%
Applicable margin				350%
Wells Fargo Bank | Minimum
Homebuilding debt and other affiliate debt
Unused amount fee, as a percent				15%
Maximum leverage ratio	1%				1%
Minimum debt service coverage				1%
Applicable margin				275%
Wells Fargo Bank | Letter of Credit
Homebuilding debt and other affiliate debt
Borrowing capacity			$ 2,000,000
Wells Fargo Bank | Other Affiliates
Homebuilding debt and other affiliate debt
Proceeds from other affiliate debt				$ 136,773		$ 2,154,624
Settlement of co-obligor debt to other affiliates		$ 8,340,545

Related party transactions (Det

Related party transactions (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Related party transactions
Overhead costs allocated to related party	$ 185,812
Street maintenance	59,825
Remaining balance outstanding	$ 125,987	$ 1,437,235

Related party transactions - Tr

Related party transactions - Transactions with Land Development and Other Affiliates (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from financing activities:
Acquisition of developed lots from related parties in settlement of due from Other Affiliates		$ (4,624,810)
Settlement of co-obligor debt to other affiliates	$ 8,340,545
Release of guarantor from GSH to shareholder	2,841,034
Earnest Money Receivable From Other Affiliates	2,521,626
Total non-cash activity	(320,147,937)	(5,774,642)
Shareholders And Other Affiliates
Cash flows from financing activities:
Land development expense	(384,349)	(8,003,202)
Other activities	(647,734)	(478,258)
Cash transfer		(10,000,000)
Total financing cash flows	(1,032,083)	(18,481,460)
Acquisition of developed lots from related parties in settlement of due from Other Affiliates		4,624,810
Settlement of co-obligor debt to other affiliates	8,340,545
Release of guarantor from GSH to shareholder	2,841,034
Earnest Money Receivable From Other Affiliates	(2,521,626)
Total non-cash activity	13,703,205	4,624,810
Other Affiliates
Cash flows from financing activities:
Land development expense		(360,831)
Other activities	(422,342)	(70,476)
Cash transfer		(10,000,000)
Total financing cash flows	(422,342)	(10,431,307)
Land Development Affiliates
Cash flows from financing activities:
Land development expense	(384,349)	(7,642,371)
Other activities	(225,392)	(407,782)
Total financing cash flows	(609,741)	(8,050,153)
Acquisition of developed lots from related parties in settlement of due from Other Affiliates		4,624,810
Settlement of co-obligor debt to other affiliates	8,340,545
Release of guarantor from GSH to shareholder	2,841,034
Earnest Money Receivable From Other Affiliates	(2,521,626)
Total non-cash activity	$ 13,703,205	$ 4,624,810

Related party transactions - Sa

Related party transactions - Sale-leaseback, other, leases (Details)	3 Months Ended
	Mar. 31, 2023 USD ($) lease	Mar. 31, 2022 USD ($)
Related party transactions
Revenue, net of sales discounts	$ 94,826,702	$ 108,436,860
Cost of sales	$ 78,048,929	$ 81,164,960
Number of units in sale-leaseback | lease	19

Lot purchase agreement deposi_3

Lot purchase agreement deposits (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Lot purchase agreement deposits
Cash deposit percentage	10%
Lot purchase agreement deposits	$ 8,113,303	$ 3,804,436	$ 3,804,436
Remaining purchase price	205,808,168	65,451,928
Total contract value	213,921,471	69,256,364
Forfeited lot purchase agreement deposits	8,664	$ 89,361
Purchase agreement deposits outstanding, related party	$ 4,595,626

Warranty reserves (Details)

Warranty reserves (Details) - Other accrued expenses and liabilities - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Summary of the activity related to warranty reserve
Warranty reserves at beginning of the period	$ 1,371,412	$ 1,275,594
Reserves provided	242,720	1,156,027
Payments for warranty costs and other	(204,713)	(1,060,209)
Warranty reserves at end of the period	$ 1,409,419	$ 1,371,412

Commitments and contingencies_2

Commitments and contingencies (Details)	3 Months Ended
	Mar. 31, 2023 USD ($) lease	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)
Commitments and contingencies
Remaining lease term	5 years
Operating lease expense	$ 201,439	$ 159,679
Variable lease expense	$ 11,925	$ 18,237
Weighted-average discount rate for the operating leases	5.54%	3.16%
Weighted-average remaining lease term	2 years 1 month 9 days	2 years 4 months 24 days
Number of units in sale-leaseback | lease	19
Maturity of the contractual, undiscounted operating lease liabilities
2023	$ 361,734
2024	292,992
2025	108,792
2026	48,000
Total undiscounted operating lease liabilities	811,518
Interest on operating lease liabilities	(43,236)
Total present value of operating lease liabilities	768,282		$ 1,001,277
Total rent expense	68,625
Rent expense related to the short-term leases	$ 95,381	$ 34,335

Convertible Note (Details)

Convertible Note (Details) - USD ($)			3 Months Ended
	Mar. 30, 2023	Mar. 30, 2022	Mar. 31, 2023
Convertible Note
Number of shares issued			47,594,950
Proceeds from convertible note, net of transaction costs			$ 71,500,000
Class A common stock
Convertible Note
Number of shares issued			1,755,063
Convertible Note | Class A common stock
Convertible Note
Number of shares issued			744,588
Note Purchase Agreement
Convertible Note
Principal amount	$ 80,000,000
Note Purchase Agreement | Class A common stock
Convertible Note
Number of shares issued	744,588
Note Purchase Agreement | Convertible Note
Convertible Note
Principal amount		$ 80,000,000	$ 80,000,000
Original issue discount	6.25%	6.25%
Proceeds from convertible note, net of transaction costs	$ 75,000,000	$ 75,000,000
Interest rate			15%
Accrued and unpaid interest rate over which the entity elected to pay PIK interest			10%
Effective interest rate			19.75%
Note Purchase Agreement | Convertible Note | Class A common stock
Convertible Note
Number of shares issued		744,588

Convertible Note - Conversion h

Convertible Note - Conversion holder's option and company's option (Details) - Note Purchase Agreement - Convertible Note	Mar. 30, 2023 D $ / shares
Convertible Note
Redemption term before maturity date	60 days
Notes convertible at the holder's option
Convertible Note
Initial conversion price as percentage of VWAP per common share	80%
Number of trading days in a 30 consecutive trading day	30
Notes convertible at the holder's option | Minimum
Convertible Note
Initial conversion price as percentage of VWAP per common share	5%
Notes convertible at the holder's option | Maximum
Convertible Note
Initial conversion price as percentage of VWAP per common share	10%
Notes convertible at the company's option
Convertible Note
Conversion price | $ / shares	$ 13.50
Number of trading days in a 30 consecutive trading day	20
Number of consecutive trading days	30

Convertible Note - Outstanding

Convertible Note - Outstanding balance of convertible note (Details) - Note Purchase Agreement - Convertible Note - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Convertible Note
Beginning Balance - Par		$ 80,000,000
Unamortized Discount	$ (13,285,724)
Carrying Value	$ 66,714,276

Convertible Note - Estimated fa

Convertible Note - Estimated fair value of convertible note (Details) - Note Purchase Agreement - Convertible Note	Mar. 31, 2023	Mar. 30, 2023
Risk-free interest rate
Convertible Note
Convertible note, measurement input	3.70%	3.80%
Expected volatility
Convertible Note
Convertible note, measurement input	40%	40%

Share-based compensation - Equi

Share-based compensation - Equity Incentive Plans (Details)	1 Months Ended
	Jan. 31, 2022 shares	Mar. 31, 2023
2022 Plan
Share-based compensation
Common shares reserved to be issued as equity-based awards to directors and employees	3,000
Vesting period	4 years
2023 Plan
Share-based compensation
Increase in shares reserved and available for issuance as percentage of number of outstanding shares	4%
Exchange Ratio		373.47

Share-based compensation - Comp

Share-based compensation - Company's stock options (Details)	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Stock options
Stock options outstanding, at beginning of period | shares	870,567
Forfeited, Stock options | shares	(85,555)
Stock options outstanding, at end of period | shares	785,012
Stock options exercisable | shares	197,912
Weighted-Average Per share Exercise Price
Exercise price, at beginning of period	$ 2.81
Granted, exercise price	2.81
Forfeited, exercise price	2.81
Exercise price, at end of period	2.81
Exercisable, exercise price	$ 2.81

Share-based compensation - Stoc

Share-based compensation - Stock options narratives (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Share-based compensation
Total stock compensation expense	$ 4,400,000
Stock options
Share-based compensation
Aggregate intrinsic value of stock options outstanding	10,561,716		$ 7,460,132
Total stock compensation expense	51,079	$ 41,422
Unrecognized stock compensation expense	$ 602,264
Weighted average period for unrecognized stock compensation expense	2 years 9 months 21 days

Share-based compensation - St_2

Share-based compensation - Stock options assumptions used (Details) - Stock options - $ / shares	Mar. 30, 2023	Jan. 19, 2022
Estimated fair value of the stock options
Risk-free interest rate	3.77%	1.82%
Expected volatility	40%	35%
Expected life (in years)	5 years 1 month 6 days	6 years 3 months
Share Price	$ 10.41	$ 1.06

Share-based compensation - Deri

Share-based compensation - Derivative liability (Details)	3 Months Ended
	Mar. 31, 2023 USD ($)
Share-based compensation
Derivative liabilities	$ 451,106,576
Stock options
Share-based compensation
Derivative liabilities	2,111,948
Unrealized loss on derivative liability of stock option	$ 922,263

Share-based compensation - St_3

Share-based compensation - Stock warrants (Details) - USD ($)	1 Months Ended		3 Months Ended
	Mar. 31, 2022	Jan. 31, 2022	Mar. 31, 2023
Share-based compensation
Number of shares per warrant			1
Exercise price			$ 11.50
Stock compensation expense			$ 4,400,000
Stock warrants
Share-based compensation
Granted, Stock options		1,867,368
Proceeds from issuance	$ 150,000	$ 150,000
Number of shares per warrant		1
Exercise price		$ 4.05
Warrants exercisable term		10 years
Aggregate fair value of warrants		$ 1,376,800
Stock compensation expense			$ 1,226,800
Number of warrants granted			0

Share-based compensation - St_4

Share-based compensation - Stock warrants - assumptions used (Details) - Stock warrants	3 Months Ended
	Mar. 31, 2023 $ / shares
Estimated fair value of the stock options
Risk-free interest rate	1.78%
Expected volatility	35%
Expected life (in years)	6 years 4 months 24 days
Fair value of warrants granted	$ 0.7

Share-based compensation - St_5

Share-based compensation - Stock warrants narratives (Details)	1 Months Ended		3 Months Ended
	Mar. 31, 2022 USD ($)	Jan. 31, 2022 USD ($)	Mar. 31, 2023 USD ($) shares
Share-based compensation
Stock compensation expense			$ 4,400,000
Stock warrants
Share-based compensation
Cash consideration for issuance of warrants	$ 150,000	$ 150,000
Exchange Ratio			373.47
Number of warrants exercised | shares			0
Stock compensation expense			$ 1,226,800

Earnout Shares (Details)

Earnout Shares (Details)	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Triggering Event I
Earnout Shares
Derivative liability	8,207,392
Triggering Event II
Earnout Shares
Derivative liability	8,207,392
Triggering Event III
Earnout Shares
Derivative liability	5,471,594
Sponsor Support Agreement
Earnout Shares
Earnout period	5 years
Derivative liability	20,000,000
Sponsor Support Agreement | Triggering Event I
Earnout Shares
Threshold VWAP price for Earn-Out milestones | $ / shares	$ 12.50
Percentage of issuance of Earn Out Shares	37.50%
Sponsor Support Agreement | Triggering Event II
Earnout Shares
Threshold VWAP price for Earn-Out milestones | $ / shares	$ 15
Percentage of issuance of Earn Out Shares	37.50%
Sponsor Support Agreement | Triggering Event III
Earnout Shares
Threshold VWAP price for Earn-Out milestones | $ / shares	$ 17.50
Percentage of issuance of Earn Out Shares	25%
Sponsor Support Agreement | Class B common stock
Earnout Shares
Number of earnout shares surrendered	1,886,378

Earnout Shares - Number of Earn

Earnout Shares - Number of Earnout Shares (Details) - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 30, 2023
Triggering Event I
Earnout Shares
Derivative liability	8,207,392
Fair value of total earnout shares (in dollars per share)	$ 20.81	$ 12.10
Triggering Event I | Derivative Liability
Earnout Shares
Derivative liability	8,059,386
Triggering Event I | Stock Compensation
Earnout Shares
Derivative liability	148,006
Triggering Event II
Earnout Shares
Derivative liability	8,207,392
Fair value of total earnout shares (in dollars per share)	$ 20.77	11.16
Triggering Event II | Derivative Liability
Earnout Shares
Derivative liability	8,059,386
Triggering Event II | Stock Compensation
Earnout Shares
Derivative liability	148,006
Triggering Event III
Earnout Shares
Derivative liability	5,471,594
Fair value of total earnout shares (in dollars per share)	$ 20.57	$ 10.19
Triggering Event III | Derivative Liability
Earnout Shares
Derivative liability	5,372,923
Triggering Event III | Stock Compensation
Earnout Shares
Derivative liability	98,671

Earnout Shares - Assumptions Us

Earnout Shares - Assumptions Used In Valuation Of Instruments (Details)	3 Months Ended
	Mar. 31, 2023 USD ($) $ / shares Y	Mar. 30, 2023 $ / shares Y
Earnout Shares
Amount of earnout occurred | $	$ 0
Current stock price
Earnout Shares
Fair value of total earnout shares (in dollars per share)	$ 20.80	$ 12.68
Derivative liability	20.80	12.68
Stock price targets | Minimum
Earnout Shares
Derivative liability	12.50	12.50
Stock price targets | Median
Earnout Shares
Derivative liability	15	15
Stock price targets | Maximum
Earnout Shares
Derivative liability	17.50	17.50
Expected life (in years)
Earnout Shares
Derivative liability | Y	5	5
Earnout period (in years)
Earnout Shares
Derivative liability | Y	4.75	4.75
Risk-free interest rate
Earnout Shares
Derivative liability	3.69	3.75
Expected volatility
Earnout Shares
Derivative liability	40	40

Warrant liability (Details)

Warrant liability (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 30, 2023
Summary of significant accounting policies
Loss from fair value adjustment of warrant	$ 2,723,333
Private Placement Warrants
Summary of significant accounting policies
Number of warrants forfeited	2,966,669
Number of outstanding warrants	2,966,664
Number of warrants recognized as liability	5,933,333
Fair value per warrant		$ 0.30
Aggregate total fair value of warrant		$ 900,000
Fair value of warrants remeasured	$ 0.32
Aggregate total fair value of warrant remeasured	$ 1,000,000
Loss from fair value adjustment of warrant	$ 100,000

Warrant liability - Private Pla

Warrant liability - Private Placement Warrants (Details) - Private Placement Warrants	Mar. 31, 2023 Y	Mar. 30, 2023 Y
Current stock price
Warrant liability
Warrant liability, measurement input	0.2080	0.1268
Exercise price
Warrant liability
Warrant liability, measurement input	0.1150	0.1150
Expected life (in years)
Warrant liability
Warrant liability, measurement input	5	5
Risk-free interest rate
Warrant liability
Warrant liability, measurement input	0.0369	0.0375
Expected volatility
Warrant liability
Warrant liability, measurement input	0.40	0.40

Warrant liability - Public Warr

Warrant liability - Public Warrants (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 30, 2023
Warrant liability
Loss from fair value adjustment of warrant	$ 2,723,333
Public Warrants
Warrant liability
Fair value per warrant		$ 0.30
Aggregate total fair value of warrant		$ 2,600,000
Fair value of warrants remeasured		$ 0.28
Aggregate total fair value of warrant remeasured	2,400,000
Loss from fair value adjustment of warrant	$ 200,000

Income taxes (Details)

Income taxes (Details)	3 Months Ended
	Mar. 31, 2023 USD ($)
Income taxes
Income tax benefit	$ 2,021,265
Income tax continuing operations	$ 821,811
Annual effective tax rate	25.30%
Federal statutory rate	21%
Income tax benefit in order to establish various deferred tax assets, primarily attributable to timing differences in revenue recognition	$ 1,199,454

Employee benefit plan (Details)

Employee benefit plan (Details) - USD ($)		3 Months Ended
	Jan. 01, 2021	Mar. 31, 2023	Mar. 31, 2022
Employee benefit plan
Percent of employees gross pay, one	3%
Percent of match of employer contribution, one	100%
Percent of match of employer contribution, two	50%
Percent of employees gross pay, two	2%
Maximum contribution	4%
Vesting percentage with respect to employer contributions after completing six years of service	100%
Service term required for full vesting	6 years
Total contributions paid		$ 80,077	$ 37,652

Net (Loss) Earnings Per Share_2

Net (Loss) Earnings Per Share (Details) - USD ($)		3 Months Ended
		Mar. 31, 2023	Mar. 31, 2022
Net (Loss) Earnings Per Share
Net (loss) income		$ (204,504,328)	$ 17,017,928
Weighted-average number of common shares outstanding - basic	[1]	37,575,074	37,347,350
Weighted-average number of common shares outstanding - diluted	[1]	37,575,074	37,347,350
Basic earnings per share		$ (5.44)	$ 0.46
Diluted earnings per share		$ (5.44)	$ 0.46
[1] Retroactively restated for the three months ending March 31, 2022 for the Reverse Recapitalization as a result of the Business Combination as described in Notes 1 and 2.

Net (Loss) Earnings Per Share -

Net (Loss) Earnings Per Share - anti-dilutive - (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Net (Loss) Profit Per Share
Total anti-dilutive features	22,358,327	2,811,630
Stock warrants
Net (Loss) Profit Per Share
Total anti-dilutive features	1,867,368	1,867,368
Private Placement Warrants [Member]
Net (Loss) Profit Per Share
Total anti-dilutive features	2,966,664
Public Warrants [Member]
Net (Loss) Profit Per Share
Total anti-dilutive features	8,625,000
Stock options
Net (Loss) Profit Per Share
Total anti-dilutive features	899,295	944,262
Convertible notes
Net (Loss) Profit Per Share
Total anti-dilutive features	8,000,000

Net (Loss) Earnings Per Share_3

Net (Loss) Earnings Per Share - Additional information (Details)	3 Months Ended
	Mar. 31, 2023 shares
Net (Loss) Earnings Per Share
Earnout shares remain contingently issuable as the Earnout Triggering Events have not been satisfied	21,886,378

Subsequent events (Details)

Subsequent events (Details)	Apr. 28, 2023 shares
Subsequent Event | Class A common stock
Subsequent events
Number of shares called by warrants outstanding	748,020