DiamondHead Holding Corps. (NASDAQ:DHHC) announced in an 8-K this morning that it has entered into subscription agreements with lock-up investors and PIPE investors in connection to its business combination with Great Southern Homes.
Although the deal was approved by shareholders during a meeting last Thursday, the parties are still working to raise funds to meet the $125 million minimum cash condition in order to close the deal. Only 109,426 shares were redeemed in the connection with the vote, but DiamondHead has seen about 87% redemptions in total across all previous votes, leaving it with about $43.9 million in its trust.
On March 23, DHHC entered into certain private placement transactions with lock-up investors. The SPAC agreed to issue 0.25 UHG Class A Common Shares, or up to 421,100 UHG Class A Common Shares, to each lock-up investor for $0.01 per share, for each share of DHHC Class A Common Shares held by the lock-up investor at the closing.
Additionally, the SPAC and PIPE investors entered into subscription agreements for the purchase of 4471,500 shares of UHG Class A Common Shares at a price per share of $10. For each UHG Class A Common Share purchased by each PIPE investor, UHG will issue to the applicable PIPE investor 0.25 UHG Class A Common Shares, or up to 117,875 UHG Class A Common shares in the aggregate, for a purchase price of $0.01 per share for gross proceeds to UHG of approximately $4.7 million.
Pursuant to the terms of the share lock-up agreements and the PIPE subscription agreements, each of the investors has agreed to subject all of the UHG Class A Common Shares following the completion of the transactions to resale and transfer restrictions for one year for 50% of the lock-up shares and two years for the remaining 50%. The foregoing resale and transfer restrictions may be waived by DHHC provided that an investor is granted a release from the restrictions.
DiamondHead initially announced the $572 million combination with Great Southern Homes in September 2022. Columbia, South Carolina-based Great Southern Homes is one of the largest homebuilders in the Southeast and focuses on the entry level home buyer segments.
The combined company is expected to trade on the Nasdaq under the name United Homes Group and the new ticker symbol “UHG” following close.