Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On January 25, 2023, DiamondHead Holdings Corp., a Delaware corporation (the "Company") filed an amendment (the "Extension Amendment") to the Company's Certificate of Incorporation (the "Certificate of Incorporation") with the Secretary of State of the State of Delaware. The Extension Amendment extends the date by which the Company must consummate its initial business combination from January 28, 2023 to July 28, 2023.

The foregoing description is qualified in its entirety by reference to the Extension Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

On January 25, 2023, the Company convened a special meeting of stockholders (the "Special Meeting"). At the close of business on the record date of the Special Meeting, there were 34,500,000 shares of Class A common stock and 8,625,000 shares of Class B common stock outstanding (collectively, the "Common Stock"), each of which was entitled to one vote with respect to the Extension Amendment Proposal (as defined below). A total of 32,138,795 shares of Common Stock, representing approximately 74.52% of the outstanding shares of Common Stock entitled to vote at the Special Meeting, were present in person or by proxy, constituting a quorum. The proposal listed below is described in more detail in the Company's definitive proxy statement, which was filed with the Securities and Exchange Commission on January 4, 2023. The stockholders of the Company voted on a proposal to amend the Certificate of Incorporation to extend the date by which the Company must consummate a business combination from January 28, 2023 to July 28, 2023 (the "Extension Amendment Proposal"). A summary of the voting results at the Special Meeting is set forth below:

The Extension Amendment Proposal was approved by the Company's shareholders as follows:





   For      Against  Abstain
30,769,943 1,174,280 194,572

Stockholders holding 30,058,968 shares of Class A common stock (after giving effect to withdrawals of redemptions) exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $304 million (approximately $10.12 per share) will be removed from the Trust Account to pay such redeeming holders and approximately $45 million will remain in the Company's Trust Account.

Item 9.01. Financial Statements and Exhibits.





(d)Exhibits.



Exhibit No.                           Description of Exhibits

  3.1           First Amendment to the Certificate of Incorporation
104           Cover Page Interactive Data File (embedded within Inline XBRL document)

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