Exhibit 107
Calculation of Filing Fee Table
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Form Type)
United Homes Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered (1) | Proposed Maximum Offering Price Per Share | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||||||||||||
| Fees to Be Paid | Equity | Class A Common Stock, $0.0001 par value per share (2) | Other (3) | 40,975,610 | $ | 6.67 | (3) | $ | 273,307,318.70 | 0.00014760 | $ | 40,340.16 | ||||||||||||
| Total Offering Amount | $ | 273,307,318.70 | $ | 40,340.16 | ||||||||||||||||||||
| Total Fees Previously Paid | $ | - | ||||||||||||||||||||||
| Total Fee Offsets | $ | - | ||||||||||||||||||||||
| Net Fees Due | $ | 40,340.16 | ||||||||||||||||||||||
Table 3: Combined Prospectuses
| Security Type | Security Class Title | Amount of Securities Previously Registered (1) | Maximum Aggregate Offering Price of Securities Previously Registered | Form Type | File Number | Initial Effective Date | |||||||||||||
| Equity | Primary Offering Class A Common Stock (4)(5) | 11,591,664 | - | Form S-1 | 333-271515 | 07/31/2023 | |||||||||||||
| Equity | Secondary Offering Class A Common Stock (5)(6) | 2,966,664 | - | Form S-1 | 333-271515 | 07/31/2023 | |||||||||||||
| Equity | Secondary Offering Warrants to purchase Class A Common Stock (5) (7) | 2,966,664 | - | Form S-1 | 333-271515 | 07/31/2023 | |||||||||||||
| Equity | Secondary Offering of Class A Common Stock (5)(8) | 421,100 | - | Form S-1 | 333-271515 | 07/31/2023 | |||||||||||||
| Debt Convertible into Equity | Secondary Offering Convertible Notes (9)(10) | $ | 80,000,000 | $ | 80,000,000 | Form S-1 | 333-271527 | 07/31/2023 | |||||||||||
| Equity | Secondary Offering Class A Common Stock (9)(11) | 21,544,588 | - | Form S-1 | 333-271527 | 07/31/2023 | |||||||||||||
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement covers an undetermined number of shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), of United Homes Group, Inc. (f/k/a DiamondHead Holdings Corp.) (the “Company”) that may become issuable to prevent dilution from stock splits, stock dividends or similar transactions with respect to the shares registered hereunder. |
| (2) | Consists of 40,975,610 shares of the Class A Common Stock, registered for sale by the selling stockholders named in this registration statement, comprised of (i) 3,847,183 shares of Class A common stock that are held by certain of the selling stockholders, (ii) 36,973,876 shares of Class A common stock that may be issued upon conversion of shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), of the Company held by certain of the selling stockholders, which shares of Class B Common Stock are convertible into shares of Class A Common Stock on a 1:1 basis, and (iii) 154,551 additional shares of Class A Common Stock that may be issuable in connection with the conversion of the Convertible Notes (as defined below) which were not included on Registration Statement II (as defined below). |
| (3) | Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $6.67, which is the average of the high and low prices for the registrant’s Class A Common Stock on Nasdaq Global Market on June 18, 2024, which date is within five business days prior to filing this registration statement. |
| (4) | Consists of up to 11,591,664 shares of the Class A Common Stock, comprised of (i) up to 8,625,000 shares of Class A Common Stock that are issuable upon the exercise of the public warrants of the Company originally issued in the Company’s initial public offering, and (ii) up to 2,966,664 shares of Class A Common Stock that are issuable upon the exercise of the private warrants of the Company. |
| (5) | No registration fee is payable in connection with the securities that were previously registered on the registrant’s registration statement on Form S-1 (File No. 333-271515), which was originally filed with the SEC on April 28, 2023 and declared effective by the SEC on July 31, 2023 (“Registration Statement I”) because such shares are being transferred from Registration Statement I to this registration statement pursuant to Rule 429 under the Securities Act. Pursuant to Rule 429(b) under the Securities Act, this registration statement, upon effectiveness, will constitute a post-effective amendment to Registration Statement I, which post-effective amendment will become effective concurrently with the effectiveness of this registration statement in accordance with Section 8(c) of the Securities Act. |
| (6) | Consists of 2,966,664 shares of Class A Common Stock registered for sale by certain of the selling stockholders named in this registration statement, comprised of shares of Class A Common Stock that are issuable upon the exercise of the private warrants of the Company. |
| (7) | Represents the resale of up to 2,966,664 private warrants of the Company. |
| (8) | Consists of 421,100 shares of Class A Common Stock registered for resale by certain of the selling stockholders named in this registration statement. |
| (9) | No registration fee is payable in connection with the securities that were previously registered on the registrant’s registration statement on Form S-1 (File No. 333-271527), which was originally filed with the SEC on April 28, 2023 and declared effective by the SEC on July 31, 2023 (“Registration Statement II”) because such shares are being transferred from Registration Statement II to this registration statement pursuant to Rule 429 under the Securities Act. Pursuant to Rule 429(b) under the Securities Act, this registration statement, upon effectiveness, will constitute a post-effective amendment to Registration Statement II, which post-effective amendment will become effective concurrently with the effectiveness of this registration statement in accordance with Section 8(c) of the Securities Act. |
| (10) | Consists of up to $80,000,000 aggregate principal amount of Senior Convertible Promissory Notes due 2028 (the “Convertible Notes”). |
| (11) | Consists of 21,544,588 shares of Class A Common Stock registered for sale by the selling stockholders named in this registration statement, comprised of (i) 20,800,000 shares of Class A Common Stock that may be issued in connection with the conversion of the Convertible Notes, and (ii) 744,588 shares of Class A Common Stock that are held by certain of the selling stockholders. |
