Current Report Filing (8-k)
February 03 2021 - 4:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): February 3, 2021 (January 29, 2021)
DiamondHead Holdings Corp.
(Exact name of registrant as specified
in its charter)
Delaware
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001-39936
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85-3460766
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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250 Park Ave.
7th Floor
New York, NY 10177
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (212) 572-6260
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange
on which registered
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Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant
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DHHCU
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The Nasdaq Capital Market
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Class A common stock, par value $0.0001 per share
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DHHC
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The Nasdaq Capital Market
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Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
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DHHCW
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The Nasdaq Capital Market
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ¨
On January 28, 2021,
DiamondHead Holdings Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 34,500,000
units (the “Units”). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per
share, and one-fourth of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder
thereof to purchase one share of Class A common stock for $11.50 per share, subject to adjustment. The Units were sold at a price
of $10.00 per Unit, generating gross proceeds to the Company of $345,000,000 (before underwriting discounts and commissions and
offering expenses).
On January 28, 2021,
simultaneously with the consummation of the IPO, the Company completed the private placement (the “Private Placement”)
of an aggregate of 5,933,333 warrants (the “Private Placement Warrants”) to the Company’s Sponsor, DHP SPAC-II
Sponsor LLC (the “Sponsor”) and to certain qualified institutional buyers or institutional accredited investors, including
certain funds and accounts managed by subsidiaries of BlackRock, Inc. and Millennium Management LLC (each an “Anchor Investor”),
at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $8,900,000.
The net proceeds from
the IPO together with certain of the proceeds from the Private Placement, $345,000,000 in the aggregate (the “Offering Proceeds”),
were placed in a trust account established for the benefit of the holders of the Company’s public shareholders and the underwriters
with American Stock Transfer & Trust Company acting as trustee.
An audited balance
sheet as of January 28, 2021 reflecting receipt of the Offering Proceeds has been issued by the Company and is included as Exhibit
99.1 to this Current Report on Form 8-K.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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DIAMONDHEAD HOLDINGS CORP..
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By:
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/s/ David T. Hamamoto
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Name: David T. Hamamoto
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Title: Chief Executive Officer
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Date: February 3, 2021
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