Initial Statement of Beneficial Ownership (3)
07 February 2023 - 9:28AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Antara Capital LP |
2. Date of Event Requiring Statement (MM/DD/YYYY)
1/25/2023
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3. Issuer Name and Ticker or Trading Symbol
DiamondHead Holdings Corp. [DHHC]
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(Last)
(First)
(Middle)
55 HUDSON YARDS, 47TH FLOOR, SUITE C |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Street)
NEW YORK, NY 10001
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Class A Common Stock | 1250000 | I | See Footnotes (1)(2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | This Form 3 is being filed on behalf of (i) Antara Capital LP, a Delaware limited partnership ("Antara Capital"), (ii) Antara Capital GP LLC, a Delaware limited liability company ("Antara GP"), and (iii) Himanshu Gulati (collectively, the "Reporting Persons") related to the shares of Class A Common Stock held by Antara Capital Total Return SPAC Master Fund LP, a Cayman Islands exempted limited partnership ("SPAC Master Fund"). Antara GP is the general partner of Antara Capital. Antara Capital serves as the investment manager of the SPAC Master Fund. Himanshu Gulati is the sole member of Antara GP. |
| (2) | Each of Antara Capital, Antara GP and Himanshu Gulati may be deemed to indirectly beneficially own the shares of Class A Common Stock held directly by the SPAC Master Fund and each disclaims beneficial ownership of all such shares of Class A Common Stock except to the extent of any indirect pecuniary interest therein. |
| (3) | This report shall not be deemed an admission that the Reporting Persons, or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Antara Capital LP
55 HUDSON YARDS, 47TH FLOOR, SUITE C
NEW YORK, NY 10001 |
| X |
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Antara Capital GP LLC
55 HUDSON YARDS, 47TH FLOOR, SUITE C
NEW YORK, NY 10001 |
| X |
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Gulati Himanshu
500 FIFTH AVENUE, SUITE 2320
NEW YORK, NY 10110 |
| X |
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Signatures
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| ANTARA CAPITAL LP, By: Antara Capital GP LLC, its general partner, By: /s/ Himanshu Gulati, Name: Himanshu Gulati, Title: Managing Member | | 2/6/2023 |
| **Signature of Reporting Person | Date |
| ANTARA CAPITAL GP LLC, By: /s/ Himanshu Gulati, Name: Himanshu Gulati, Title: Managing Member | | 2/6/2023 |
| **Signature of Reporting Person | Date |
| By: /s/ Himanshu Gulati, Himanshu Gulati, an individual | | 2/6/2023 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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