EX-FILING FEES 4 tm2226426d21_ex-filingfees.htm EX-FILING FEES

 

Exhibit 107

 

Calculation of Filing Fee Tables

S-4

 

(Form Type)

DiamondHead Holdings Corp.

 

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

 

  Security
Type
Security
Class
Title
Fee
Calculation
or Carry
Forward
Rule
Amount
Registered
(8)
Proposed
Maximum
Offering
Price Per
Unit
Maximum
Aggregate
Offering
Price
Fee
Rate
Amount
of
Registration
Fee
Carry
Forward
Form
Type
Carry
Forward
File
Number
Carry
Forward
Initial
effective
date
Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward
Newly Registered Securities
Fees to Be
Paid
Equity Class A Common Stock, par value $0.0001 per share Other 2,495,357(1) $10.11(2) $25,228,059.27(2) $0.00011020 $2,780.13(3) - - - -
  Equity Warrants to purchase Class A Common Stock, par value $0.0001 per share Other 5,000(4) - - - -(9) - - - -
Fees to be Paid Equity Class A Common Stock, par value $0.0001 per share Other 1,894,082(5) $10.11(2) $19,149,169.02(2) $0.00011020 $2,110.24(3) - - - -
Fees
Previously
Paid
Equity Class A Common Stock, par value $0.0001 per share Other 500,000(6) $9.875(7) $4,937,500(7) $0.00011020 $544.11(3) - - - -
Carry Forward Securities
Carry
Forward
Securities
                       
  Total Offering Amounts   $49,314,728.29   $5,434.48        
  Total Fees Previously Paid       $544.11        
  Total Fee Offsets       0        
  Net Fee Due       $4,890.37        

 

 

 

 

(1)   Represents the number of shares of Class A common stock, $0.0001 par value per share (“DHHC Class A Common Stock”), of DiamondHead Holdings Corp. (“DHHC”), being registered in connection with the proposed business combination (the “Business Combination”) involving DHHC and Great Southern Homes, Inc. (“GSH”) described in the proxy statement/prospectus forming part of this registration statement (the “proxy statement/prospectus”), including (i) 924,268 shares of DHHC Class A Common Stock that may be issued upon the exercise of Rollover Options (as defined in the proxy statement/prospectus) and (ii) 1,571,089 shares of DHHC Class A Common Stock that may be issued upon the vesting of Earn Out Shares (as defined in the proxy statement/prospectus).  
     
(2)   Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(1) of the Securities Act based on the average of the high ($10.15) and low ($10.07) prices of the DHHC Class A Common Stock on the Nasdaq Capital Market on February 6, 2023 ($10.11 per share).  
     
(3)   Calculated pursuant to Rule 457 of the Securities Act by calculating the product of (i) the proposed maximum aggregate offering price and (ii) 0.00011020.  
     
(4)   Represents the maximum number of Assumed Warrants (as defined in the proxy statement/prospectus) issuable as consideration to the holders of GSH Warrants (as defined in the proxy statement/prospectus) in connection with the proposed Business Combination.  
     
(5)   Represents the number of shares of DHHC Class A Common Stock being registered in connection with the proposed Business Combination that may be issued upon the exercise of Assumed Warrants (as defined in the proxy statement/prospectus).  
     
(6)   Represents the maximum number of shares of DHHC Class A Common Stock issuable as consideration to the holders of GSH Class A common stock in connection with the proposed Business Combination. Prior to the closing of the Business Combination, GSH intends to effect a recapitalization, as further described in the proxy statement/prospectus (the “Pre-Closing Recapitalization”), pursuant to which, among other things, GSH will exchange (a) each share of GSH common stock, no par value (“GSH Common Stock”), held by the Majority Stockholders (as defined in the proxy statement/prospectus) immediately prior to the Pre-Closing Recapitalization for a GSH Class B common share on a 1:1 basis and (b) each share of GSH Common Stock held by each remaining stockholder of GSH for a share of GSH Class A common stock on a 1:1 basis. Filing fees of $544.11 were previously paid in connection with the filing of the Registration Statement on Form S-4 (File No. 333-267820) on October 11, 2022.     
     
(7)   Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(1) of the Securities Act based on the average of the high ($9.88) and low ($9.87) prices of the DHHC Class A Common Stock on the Nasdaq Capital Market on October 6, 2022 ($9.875 per share).  
     
(8)   Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.  
     
(9)   No separate registration fee is required pursuant to Rule 457(g) under the Securities Act.