--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-042257" form_type: "8-K" ticker: "UHG" cik: "0001830188" company_name: "United Homes Group, Inc." filed_at: "2023-04-05T23:59:59+00:00" generated_at: "2026-06-17T05:58:52.747833+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # United Homes Group completes business combination with Great Southern Homes; begins trading on Nasdaq ## Summary - Merger closed March 30, 2023; GSH shareholders received ~37.3M Class B and ~373K Class A shares plus earn-out rights. - PIPE and lock-up investors purchased ~1.0M Class A shares for ~$4.7M; lock-up waived for lock-up investors. - Convertible note financing of $80M principal (15% interest, 5-yr maturity) plus $75M PIPE investment closed. - DHHC shareholders redeemed 109,426 shares for ~$1.1M; ~$43.9M remained in trust post-closing. - Post-combination: ~10.6M Class A, ~37.0M Class B shares outstanding; GSH holders own ~78% of combined entity. ## SEC filing metadata - accession: 0001104659-23-042257 - form_type: 8-K - ticker: UHG - cik: 0001830188 - company_name: United Homes Group, Inc. - filed_at: 2023-04-05T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 9.01, 5.02, 3.02, 4.01, 2.03, 3.03, 5.01, 5.03, 5.06, 8.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1830188/000110465923042257/0001104659-23-042257-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1830188/000110465923042257/tm2311816d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-042257 - JSON: https://secwatch.observer/filing/0001104659-23-042257.json - Plain text: https://secwatch.observer/filing/0001104659-23-042257.txt ## Key facts - Debt Financings United Homes Group, Inc. incurred convertible notes of $80,000,000 in original principal amount of convertible promissory notes with Convertible Note Investors at Not specified in excerpt maturing Not specified in excerpt. - Instrument: convertible notes - Principal: $80,000,000 in original principal amount of convertible promissory notes - Counterparty: Convertible Note Investors - Rate: Not specified in excerpt - Maturity: Not specified in excerpt - Event: incurrence source text: On the Closing Date, certain investors (the “ Convertible Note Investors ”) purchased from the Company $80,000,000 in original principal amount of convertible promissory notes (the “ Notes ”) evidence_url: https://www.sec.gov/Archives/edgar/data/1830188/000110465923042257/0001104659-23-042257-index.htm - Debt Financings United Homes Group, Inc. incurred debt of aggregate gross amount of the PIPE Investment was $75,000,000 with PIPE Investors. - Principal: aggregate gross amount of the PIPE Investment was $75,000,000 - Counterparty: PIPE Investors - Event: incurrence source text: he Closing Date, (i) certain investors (“ PIPE Investors ”) purchased from the Company an aggregate of (A) 471,500 shares of UHG Class A Common Shares at a purchase price of $10.00 per share, and (B) 117,875 UHG Class A Common Shares evidence_url: https://www.sec.gov/Archives/edgar/data/1830188/000110465923042257/0001104659-23-042257-index.htm - Governance Changes United Homes Group, Inc.: Amended and Restated Certificate of Incorporation filed following business combination. - Change: charter amendment source text: Immediately following the consummation of the Business Combination, the Company filed the Amended and Restated Certificate of Incorporation of the Company (the “ Certificate of Incorporation ”) with the Secretary of State of the State of Delaware, which was approved by the stockholders of the Company at the Special Meeting. evidence_url: https://www.sec.gov/Archives/edgar/data/1830188/000110465923042257/0001104659-23-042257-index.htm - Governance Changes United Homes Group, Inc.: Company ceased to be a shell company as a result of the Business Combination. - Change: shell status source text: As a result of the Business Combination, the Company ceased to be a shell company. evidence_url: https://www.sec.gov/Archives/edgar/data/1830188/000110465923042257/0001104659-23-042257-index.htm - Governance Changes United Homes Group, Inc.: Amended and Restated Bylaws adopted effective as of Closing Date. - Change: bylaw amendment source text: On the Closing Date, the Board approved and adopted the Amended and Restated By-laws of the Company (the “ Bylaws ”) evidence_url: https://www.sec.gov/Archives/edgar/data/1830188/000110465923042257/0001104659-23-042257-index.htm - M&A Transactions United Homes Group, Inc. underwent a change of control involving Great Southern Homes, Inc. (closed 2023-03-30). - Action: change of control - Counterparty: Great Southern Homes, Inc. - Closing: 2023-03-30 source text: consummated its previously announced business combination pursuant to the terms of the Business Combination Agreement evidence_url: https://www.sec.gov/Archives/edgar/data/1830188/000110465923042257/0001104659-23-042257-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.