DiamondHead Holdings Corp. announces the filing of a registration statement on Form S-4 in connection with a proposed business combination with Great Southern Homes, Inc.

COLOMBIA, South Carolina and NEW YORK–(BUSINESS WIRE)–DiamondHead Holdings Corp. (NASDAQ: DHHC) (“DiamondHead” or “DHHC”), a publicly traded special purpose acquisition company and Great Southern Homes, Inc. (“GSH”), one of the largest and most established builders of Homes in the Southeastern United States, announced that DHHC has filed a registration statement on Form S-4 (the “Registration Statement”) with the United States Securities and Exchange Commission (“SEC”) States on October 11, 2022.

The registration statement contains a preliminary proxy statement/prospectus in connection with the previously announced business combination between DHHC and GSH. Although the registration statement is not yet effective and the information contained herein is subject to change, it provides important information about DHHC and GSH and the proposed business combination.

About DHHC

DHHC is a specific purpose, blank check acquisition company incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or business combination similar with one or more companies.

About GSH

GSH is one of the largest and most established homebuilders in the Southeast, having closed at least 10,000 homes over the past two decades. The company currently has a presence in South Carolina and Georgia and is focused on providing high quality, affordable housing for the entry-level and first mover segments. GSH was on the 25the ranked number one home builder and the 41stst ranked builder of single-family homes in the United States, respectively, based on home closures in 2021 according to professional builderHousing Giants Report 2022.

Important information and where to find it

In connection with the proposed transactions, DHHC has filed the registration statement which includes a proxy statement/prospectus of DHHC in connection with DHHC’s solicitation of proxies for the vote of DHHC stockholders with respect to the proposed transactions and other matters described in this registration statement, as well as the prospectus relating to the offering of securities to be issued to shareholders of GSH in connection with the completion of the contemplated transactions. Following the effective statement of the registration statement, DHHC will send to its shareholders, effective as of the record date established to vote on the proposed transactions, a definitive proxy statement/prospectus and other relevant documents, and will hold a special meeting of its shareholders to obtain the required approval by its shareholders of the proposed transactions and related matters. Securityholders of DHHC and other interested persons are advised to read all relevant documents filed with the SEC, including the Proxy Statement/Preliminary Prospectus, as these documents contain important information about DHHC, GSH and the proposed transactions. Investors and security holders will be able to obtain all relevant documents filed or to be filed by DHHC with the SEC free of charge at the SEC’s website, http://www.sec.gov. In addition, the proxy statement/prospectus and other documents filed by DHHC with the SEC may be obtained free of charge from DHHC by sending a request to the following address: Morrow Sodali LLC, 333 Ludlow Street, 5th Floor, Stamford, Connecticut 06902, or by calling (800) 662-5200 (for individuals) or (203) 658-9400 (for banks and brokers).

Participants in the solicitation

DHHC and GSH and their respective directors and officers may be considered participants in the solicitation of proxies from DHHC stockholders with respect to the proposed transactions. Additional information regarding the interests of these persons and other persons who may be considered participants in the proposed transactions may be obtained by reading the registration statement. You can obtain free copies of these documents as described in the preceding paragraph.

Forward-looking statements

Certain statements, estimates, targets and projections contained in this press release may be deemed to be forward-looking statements within the meaning of federal securities laws with respect to the proposed transaction between DHHC and GSH. Forward-looking statements generally relate to or involve future events, or the future performance of, DHHC or GSH. For example, statements regarding the anticipated growth of the industry in which GSH operates and the anticipated growth in demand for GSH’s products, projections of GSH’s future financial results and other metrics, the satisfaction of closing conditions of the proposed transaction between DHHC and GSH and the timing of the completion of the proposed transaction are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “pro forma”, “may”, “should”, “could”, “could”, “plan”, “possible”, “project”, “s ‘strive’, ‘budget’, ‘plan’, ‘expect’, ‘intend’, ‘will’, ‘estimate’, ‘anticipate’, ‘believe’, ‘predict’, ‘potential’ or “continue”, or the negatives of these terms or their variations or similar terminology. These forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements.

These forward-looking statements are based on estimates and assumptions that, while believed to be reasonable by DHHC and its management, and GSH and its management, as applicable, are inherently uncertain. Factors that could cause actual results to differ materially from current expectations include, but are not limited to: (i) the risk that the proposed transaction may not be completed on a timely basis or may not be completed at all, which could adversely affect the price of DHHC’s securities; (ii) the risk that the proposed transaction will not be completed by DHHC’s business combination deadline and the potential inability to obtain an extension of the business combination deadline if requested by DHHC; (iii) the absence of a third-party assessment to determine whether or not to proceed with the proposed transaction; (iv) the amount of costs, fees, expenses and other charges relating to the proposed transaction; (v) the outcome of any legal proceedings that may be brought against DHHC, GSH, the combined company or others as a result of the announcement of the business combination agreement relating to the proposed transaction, the agreements planned accessories and planned transactions; (vi) the inability to complete the proposed transaction due to the inability to obtain DHHC stockholder approval or the inability of DHHC to satisfy other closing conditions; (vii) the risk that DHHC may not be able to obtain third-party funding to meet the minimum liquidity requirement if DHHC’s public share buybacks result in DHHC’s trust account being unfunded sufficient (after taking redemptions into account) to reach the minimum cash condition; (viii) changes to the proposed structure of the proposed transaction that may be necessary or appropriate due to applicable laws or regulations; (ix) the ability to meet stock exchange listing standards following completion of the proposed transaction; (x) the risk that the proposed transaction will disrupt GSH’s current plans and operations or distract management from GSH’s ongoing business; (xi) the ability to recognize the expected benefits of the proposed transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, and to maintain relationships with customers and suppliers; (xii) costs relating to the proposed transaction; (xiii) changes in applicable laws or regulations; (xiv) the possibility that GSH or the combined company may be adversely affected by other economic, business, regulatory and/or competitive factors such as rising interest rates or an economic downturn; (xv) estimates of expenses and profitability of GSH; (xvi) changes in the markets in which GSH competes; (xvii) GSH’s ability to implement its strategic initiatives; and (xviii) other risks and uncertainties set forth in the sections titled “Risk Factors” and “Forward-Looking Statements” in the registration statement, and other documents filed or to be filed with the SEC by DHHC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.

Readers are cautioned not to place undue reliance on forward-looking statements, and DHHC and GSH undertake no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. Neither DHHC nor GSH guarantees that DHHC or GSH will meet its expectations. The inclusion of any statement in this communication does not constitute an admission by DHHC or GSH or any other person that the events or circumstances described in such statement are material.

Non-solicitation

This press release does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or with respect to the proposed transactions or (ii) an offer to sell, a solicitation of an offer to buy or a recommendation to buy any title of DHHC, GSH or any of their respective affiliates. No such offer of securities may be made except by means of a prospectus satisfying the requirements of Section 10 of the Securities Act of 1933, as amended.

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