Securities Registration: Employee Benefit Plan (s-8)
24 June 2023 - 6:23AM
Edgar (US Regulatory)
As filed with
the Securities and Exchange Commission on June 23, 2023
Registration No. 333-___
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
UNITED HOMES
GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
85-3460766 |
|
(State of incorporation) |
|
(IRS Employer Identification
No.) |
90 N Royal Tower Drive
Irmo, South Carolina 29063
(Address, including zip code, of registrant’s
principal executive offices)
United Homes Group, Inc. 2023 Equity Incentive
Plan
(Full title
of the plan)
Tom O’Grady
Chief Administrative Officer
90 N Royal Tower Drive
Irmo, South Carolina 29063
Telephone: (212) 572-6260
(Name, address,
including zip code, and telephone number, including area code, of agent for service)
Copies to:
Andrew Tucker
Erin Reeves McGinnis
Nelson Mullins Riley & Scarborough
LLP
101 Constitutional Avenue NW, Suite 900
Washington, D.C. 20001
(202) 689-2987
Indicate by check mark whether the
Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
|
¨ |
|
Accelerated filer |
|
¨ |
| Non-accelerated filer |
|
x |
|
Smaller reporting company |
|
x |
| |
|
|
|
Emerging growth company |
|
x |
If an emerging growth company, indicate by check mark if the Registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
United Homes Group, Inc., a Delaware corporation
(the “Registrant” or “Company”) is filing this registration statement with the Securities and Exchange Commission
(the “Commission”) to register shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common
Shares”), issued or issuable pursuant to the United Homes Group, Inc. 2023 Equity Incentive Plan (the “2023 Plan”).
On March 30, 2023, the Registrant (f/k/a
DiamondHead Holdings Corp (“DHHC”)) consummated the closing of the transactions contemplated by that certain Business Combination
Agreement, dated September 10, 2022, with Hestia Merger Sub, Inc., a South Carolina corporation and wholly-owned subsidiary
of DHHC (“Merger Sub”), and Great Southern Homes, Inc., a South Carolina corporation (“GSH”). At a special
meeting of its shareholders on March 23, 2023 (the “Special Meeting”), DHHC’s shareholders approved transactions
contemplated by the Business Combination Agreement, including the merger of the Merger Sub with and into GSH, with GSH surviving the merger
as a wholly-owned subsidiary of DHHC. At the Special Meeting, DHHC’s shareholders also voted to approve and adopt the 2023 Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing
the information required by Part I of Form S-8 will be sent or given by the Registrant to participants in the 2023 Plan covered
by this Registration Statement pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”).
In accordance with Rule 428(b)(1) and the requirements of Part I of Form S-8, such documents are not being filed with
the Securities and Exchange Commission (the “Commission”) either as part of this registration statement (this “Registration
Statement”) or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act, but such documents,
along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents previously filed by the
Registrant with the Commission are incorporated herein by reference:
| (b) | all other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), since the end of the fiscal year covered by the Registrant's Annual Report referred to in (a) above
(except, with respect to each such filing, for portions of such reports which are deemed to be furnished and not filed); and |
All documents filed, but not furnished, by the
Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment that indicates that all securities offered under this Registration Statement have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing
of such documents (except, with respect to each of the foregoing, for portions of such documents which are deemed to be furnished and
not filed).
Any statement contained in a document incorporated
by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or
in any other subsequently filed document that also is or is deemed to be incorporated by reference herein) modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded.
| Item 4. | Description of Securities. |
Not applicable.
| Item 5. | Interests of Named Experts and Counsel. |
Not applicable.
| Item 6. | Indemnification of Directors and Officers. |
Section 145 of the Delaware General Corporation
Law (the “DGCL”) provides that a corporation may indemnify directors and officers as well as other employees and individuals
against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by
such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party
by reason of such person being or having been a director, officer, employee or agent of the registrant. The DGCL provides that Section 145
is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of stockholders
or disinterested directors or otherwise. The registrant’s certificate of incorporation and bylaws provide for indemnification by
the registrant of its directors and officers to the fullest extent permitted by the DGCL.
Section 102(b)(7) of the DGCL permits
a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any
breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (3) for unlawful payments of dividends or unlawful stock repurchases,
redemptions or other distributions or (4) for any transaction from which the director derived an improper personal benefit. The registrant’s
amended and restated certificate of incorporation (the “Certificate of Incorporation”) and amended and restated bylaws (the
“Bylaws”) provides for such limitation of liability to the fullest extent permitted by the DGCL.
The registrant has entered into indemnification
agreements with each of its directors and executive officers to provide contractual indemnification in addition to the indemnification
provided in its certificate of incorporation. Each indemnification agreement provides for indemnification and advancements by the registrant
of certain expenses and costs relating to claims, suits or proceedings arising from his or her service to the registrant as officers or
directors to the maximum extent permitted by applicable law.
The registrant also maintains standard policies
of insurance under which coverage is provided (1) to its directors and officers against loss arising from claims made by reason of
breach of duty or other wrongful act, while acting in their capacity as directors and officers of the registrant, and (2) to the
registrant with respect to payments which may be made by the registrant to such officers and directors pursuant to any indemnification
provision contained in the registrant’s certificate of Certificate of Incorporation and Bylaws or otherwise as a matter of law.
The foregoing summaries are necessarily subject
to the complete text of the applicable statute, the registrant’s Certificate of Incorporation and Bylaws, as amended to date, and
the arrangements referred to above and are qualified in their entirety by reference thereto.
| Item 7. | Exemption from Registration Claimed. |
Not applicable.
The following exhibits are filed as part of this
Registration Statement:
|
Exhibit
No. |
|
Description |
| 4.1 |
|
Amended and Restated Certificate of Incorporation of United Homes Group, Inc., incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on April 5, 2023 |
| 4.2 |
|
Amended and Restated Bylaws of United Homes Group, Inc., incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed on April 5, 2023 |
| 4.3 |
|
United Homes Group, Inc. 2023 Equity Incentive Plan, incorporated by reference to Exhibit 10.15 to the Registrant’s Registration Statement on Form S-1 filed on April 28, 2023 |
| 5.1* |
|
Opinion of Nelson Mullins Riley & Scarborough LLP |
| 23.1* |
|
Consent of Marcum LLP, independent registered public accounting firm |
| 23.2* |
|
Consent of FORVIS, LLP, independent registered public accounting firm |
| 23.3* |
|
Consent of Nelson Mullins Riley & Scarborough LLP (included in Exhibit 5.1) |
| 24.1* |
|
Power of Attorney (included on the signature page hereto). |
| 107* |
|
Filing Fee Table |
* Filed
herewith.
(a) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To
include any prospectus required by section 10(a)(3) of the Securities Act;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective Registration Statement;
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement related to the securities offered therein, and the offering
of such securities at the time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Irmo, State of South Carolina, on June 23, 2023.
| |
UNITED HOMES GROUP, INC. |
| |
|
|
| |
By: |
/s/ Michael Nieri |
| |
|
Michael Nieri
Chairman, Chief Executive Officer and President |
| |
|
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Keith Feldman and Tom O’Grady, and each of them acting alone, with full power
of substitution, such person’s true and lawful attorney-in-fact and agent for such person, with full power and authority to do any
and all acts and things and to execute any and all instruments which said attorney and agent determines may be necessary or advisable
or required to comply with the Securities Act of 1933 and any rules or regulations or requirements of the SEC in connection with
this registration statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power
and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this registration statement,
to any and all amendments, both pre-effective and post-effective, and supplements to this registration statement, and to any and all instruments
or documents filed as part of or in conjunction with this registration statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms that said attorney and agent shall do or cause to be done by virtue hereof. This Power of Attorney
may be signed in several counterparts.
* * * * *
Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities on the dates indicated
below.
|
Signature |
|
Capacity |
|
Date |
| |
|
|
| /s/ Michael Nieri |
|
Chairman of the Board, Chief Executive Officer,
President and Director
(Principal Executive Officer) |
|
June 23, 2023 |
| Michael Nieri |
|
|
| |
|
|
| /s/ Keith Feldman |
|
Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
June 23, 2023 |
| Keith Feldman |
|
|
| |
|
|
| /s/ Tom O’Grady |
Director |
June 23, 2023 |
| Tom O’Grady |
|
| |
|
|
| /s/ David Hamamoto |
|
Director |
|
June 23, 2023 |
| David Hamamoto |
|
|
| |
|
|
| /s/ Eric S. Bland |
|
Director |
|
June 23, 2023 |
| Eric S. Bland |
|
|
| |
|
|
| /s/ James P. Clements |
|
Director |
|
June 23, 2023 |
| James P. Clements |
|
|
| |
|
|
|
|
| /s/ Robert Dozier |
|
Director |
|
June 23, 2023 |
| Robert Dozier |
|
|
| /s/ Jason Enoch |
|
Director |
|
June 23, 2023 |
| Jason Enoch |
|
|
| |
|
|
|
|
| /s/ Nikki R. Haley |
|
Director |
|
June 23, 2023 |
| Nikki R. Haley |
|
|
| |
|
|
|
|
| /s/ Alan Levine |
|
Director |
|
June 23, 2023 |
| Alan Levine |
|
|
| |
|
|
|
|
| /s/ Michael Bayles |
|
Director |
|
June 23, 2023 |
| Michael Bayles |
|
|
| |
|
|
|
|
| /s/ Robert Grove |
|
Director |
|
June 23, 2023 |
| Robert Grove |
|
|
|
|
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