Great Southern Homes, Inc. executed the Letter of Intent to acquire DiamondHead Holdings Corp. (NasdaqCM:DHHC) from a group of shareholders in a reverse merger transaction on June 2, 2022. Great Southern Homes, Inc. entered into a definitive agreement to acquire DiamondHead Holdings Corp. from a group of shareholders for approximately $410 million in a reverse merger transaction on September 10, 2022. The transaction values the combined company at a pro forma enterprise value of approximately $572 million. The aggregate upfront consideration payable will be approximately $407 million payable in (1) approximately 378,817 UHG Class A Common Shares, at a price of $10.00 per share, in respect of GSH Class A Common Shares, (2) approximately 37,502,833 UHG Class B Common Shares, at a price of $10.00 per share, in respect of GSH Class B Common Shares, (3) 924,268 UHG Class A Common Shares underlying the Rollover Options and (4) 1,894,082 UHG Class A Common Shares underlying the Assumed Warrants. The transaction includes an earn-out provision pursuant to which GSH stockholders are entitled to receive up to an aggregate maximum of 20 million additional shares, over a five year period, as and when the share price of the combined company reaches certain thresholds. In addition, approximately 2.1 million shares owned by the Sponsor currently will be subject to the earn-out. As part of the transaction, all of GSH's existing shareholders will roll 100% of their shares into shares of the combined company and, assuming no redemptions from DHHC public shareholders, will hold approximately 51% of the shares of the combined company on closing. As of March 21, 2023, DHHC announced that it has entered into a Convertible Note Purchase Agreement among itself, Great Southern Homes, Inc., a South Carolina corporation (“ GSH ”) and a group of investors party to that agreement (the “ Investors ”). Pursuant to the Note Purchase Agreement, the Investors have agreed to purchase $80 million in original principal amount of convertible promissory notes (the “ Notes ”) and 744,588 shares of Class A common stock (the “ Shares ”) in a private placement PIPE investment (the “ PIPE Investment ”) in connection with the previously announced business combination pursuant to which the Company will acquire GSH, and following which DHHC expects to be renamed United Homes Group, Inc. The aggregate gross amount of the PIPE Investment is $75 million. Upon closing of the transaction, GSH will become a publicly traded company, and DiamondHead Holdings Corp. will be renamed United Homes Group, Inc. DiamondHead is expected to remain listed on the Nasdaq Capital Market and is expected to trade under the new ticker symbol “UHG.”

The Board of Directors of GSH and DHHC have approved the transaction. The transaction will also require the consent of GSH's lenders and the approval of DHHC and GSH stockholders, the effectiveness of the Registration Statement/Proxy Statement under the Securities Act of 1933, DHHC having at least $5,000,001 of net tangible assets, the Lender Consents or Alternative Financing being obtained, the approval by Nasdaq of the listing of the DHHC Class A Shares, Closing DHHC Cash being equal to or exceeding $125 million, subject to lock-up transfer restrictions and is subject to customary closing conditions. As of March 10, 2023, DHHC has decided to reschedule the Special Meeting from March 14, 2023 to on March 23, 2023. The transaction is expected to close during the first quarter of 2023.

BTIG, LLC is acting as exclusive sell-side advisor to GSH. Andy Tucker and Erin Reeves McGinnis of Nelson Mullins Riley & Scarborough LLP is acting as legal counsel and due diligence provider to GSH. Zelman Partners is acting as exclusive M&A advisor to DiamondHead. Robert Downes and Audra Cohen of Sullivan & Cromwell LLP is acting as legal advisor to DHHC and DHP SPAC-II Sponsor. American Stock Transfer & Trust Company, LLC acted as transfer agent and Morrow & Co., LLC acted as information agent with a service fee of $37,500 to DHHC. Sullivan & Cromwell LLP is acting as legal advisor and due diligence provider to DHHC. Zelman & Associates LLC acted as financial advisor and due diligence provider to DHHC.

Great Southern Homes, Inc. completed the acquisition of DiamondHead Holdings Corp. (NasdaqCM:DHHC) from a group of shareholders in a reverse merger transaction on March 30, 2023. With the closing, DiamondHead Holdings Corp. has been renamed “United Homes Group, Inc.” (“United Homes Group” or “the Company”), and its common stock will begin trading on The Nasdaq Stock Market under the ticker symbol “UHG” (NASDAQ: UHG) on March 31, 2023. Great Southern Homes' Chief Executive Officer and Founder, Michael Nieri, and the current management team of Great Southern Homes will continue on to lead United Homes Group. DiamondHead Co-Chief Executive Officers David Hamamoto and Michael Bayles will join the Company as Directors, while DiamondHead Chief Financial Officer Keith Feldman will join the Company as its Chief Financial Officer.