United Homes Group Inc-A美股招股说明书(2024-12-05版)

Subject to Completion, dated December 5, 2024 PROSPECTUS SUPPLEMENTTO PROSPECTUS DATED JULY 3, 2024 7,420,057 Shares Class A Common Stock The selling stockholders of United Homes Group, Inc. identified in this prospectus supplement(the “Selling Stockholders”) are offering 7,420,057 shares (the “Base Shares”) of our Class A commonstock, par value $0.0001 per share (the “Class A Common Stock”). We are not selling any shares in thisoffering and will not receive any of the proceeds. Our Class A Common Stock is listed on the Nasdaq Global Market (the “Nasdaq”) and ourwarrants issued in connection with our initial public offering (“Public Warrants”) are listed on the NasdaqCapital Market under the symbols “UHG” and “UHGWW”, respectively. On December 4, 2024, the lastreported sale price of our Class A Common Stock was $6.19 per share. At our request, BTIG, LLC (“BTIG”) has reserved up to 1,448,200 shares of Class ACommon Stock offered by this prospectus supplement and accompanying prospectus for purchasefrom the Selling Stockholders by (1) Michael Nieri, our Executive Chairman, (2) James Pirrello, ourInterim Chief Executive Officer, (3) the lenders party to the Kennedy Lewis Credit Agreement (asdefined below), and (4) certain other persons identified by management, which may include certainparties we have a business relationship with and friends and family of management. See the sectiontitled “Underwriting—Friends and Family Purchase” herein for more information regarding thesepurchasesand the section titled“Prospectus Supplement Summary—Kennedy Lewis CreditAgreement” herein for more information on the Kennedy Lewis Credit Agreement. The Selling Stockholders have granted BTIG an option for a period of 30 days to purchase up toanadditional 1,113,009 shares of Class A Common Stock(the“Option Shares”),solely to coveroverallotments or to stabilize the price of the shares, at the public offering price shown below less theunderwriting discounts and commissions shown below. (1) See “Underwriting” for additional information regarding total underwriter compensation.(2) Assumes no exercise of BTIG’s option to purchase additional shares of Class A CommonStock. We are an “emerging growth company” as defined under the federal securities laws.Investing in shares of our Class A Common Stock involves risks. See “Risk Factors” beginning onpage S-7 of this prospectus supplement, as well as those contained in the accompanying prospectusand the documents incorporated by reference herein and therein, for a discussion of factors youshould consider before buying shares of our Class A Common Stock. Neither the United States Securities and Exchange Commission (the “SEC”) nor any statesecurities commission has approved or disapproved of these securities or passed upon the accuracyor adequacy of this prospectus supplement or the accompanying prospectus. Any representation tothe contrary is a criminal offense. The underwriter may offer shares of our common stock from time to time in one or moretransactions on the Nasdaq, in the over-the-counter market, through negotiated transactions or otherwise atmarket prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiatedprices. See “Underwriting.” BTIG expects to deliver the shares of Class A Common Stock against payment on or about,2024. Sole Book-Running Manager BTIG, LLC Prospectus Supplement dated December, 2024 TABLE OF CONTENTS Page PROSPECTUSSUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENTS-iiFORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-5RISK FACTORSS-7USE OF PROCEEDSS-9SELLING STOCKHOLDERSS-10UNDERWRITINGS-12MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSS-20 LEGAL MATTERSS-23EXPERTSS-24WHERE YOU CAN FIND MORE INFORMATIONS-25DOCUMENTS INCORPORATED BY REFERENCES-26PROSPECTUSABOUT THIS PROSPECTUS6CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS7PROSPECTUS SUMMARY9RISK FACTORS14PRIVATE PLACEMENT OF NOTES18USE OF PROCEEDS21DESCRIPTION OF SECURITIES22PRINCIPAL STOCKHOLDERS45SELLING SECURITYHOLDERS47PLAN OF DISTRIBUTION50MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS53LEGAL MATTERS61EXPERTS61WHERE YOU CAN FIND MORE INFORMATION61INCORPORATION OF CERTAIN INFORMATION BY REFERENCE62 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a shelf registrationstatement on Form S-3 (File No. 333-280404) that we filed with the Securities and Exchange Commission(the “SEC”) on June 21, 2024, which registration statement was declared effective July 3, 2024 (the“Registration Statement”). This document is in two parts. The first part is this prospectus supplement,which describes the specific terms of this offering and also supplements and updates information containedor incorporated by reference in the accompanying prospectus. The second part is the accompanying prospectus, which provides you with a general description of the securities that may be offered by thesellin