ADDED
As of March 10, 2026, 21,853,341 Class A Common Shares, par value $0.0001 per share, and 36,973,876 Class B Common Shares, par value $0.0001 per share, were issued and outstanding.
Directors, Executive Officers and Corporate Governance 92 Item 11 Executive Compensation 92 Item 12.
Risks Related to the Merger The Per Share Amount will not be adjusted in the event of any change in the value of UHG or UHG s common stock.
Completion of the Merger is subject to many conditions and if these conditions are not satisfied or waived, the Merger will not be completed, which could result in the requirement that UHG pay a termination payment to the Parent.
The Merger may not be completed within the intended timeframe, or at all, and the failure to complete the Merger could adversely affect UHG s business, results of operations, financial condition, and the market price of UHG s Class A common stock.
Recent announcements regarding the results of the review of strategic alternatives and the resignations or planned resignations of members of UHG s board of directors and resulting uncertainties regarding UHG s ongoing governance have caused operational difficulties and disruptions, which are likely to continue and, if the Merger is not consummated, increase.
The pendency of the Merger, including as a result of the restrictions on the operation of UHG s business during the period between signing the Merger Agreement and the completion of the Merger, could adversely affect UHG s business and operations.
UHG has incurred, and expects to continue to incur, substantial expenses related to the Merger.
Litigation challenging the Merger may increase transaction costs and prevent the Merger from becoming effective or from becoming effective within the expected timeframe.
trade policies and retaliatory responses from other countries may significantly increase the costs or limit supplies of building materials and products used in UHG s homes, and UHG may not be able to raise home prices sufficiently to offset increased costs.
REMOVED
As of March 10, 2025, 21,628,512 Class A Common Shares, par value $0.0001 per share, and 36,973,876 Class B Common Shares, par value $0.0001 per share, were issued and outstanding.
Directors, Executive Officers and Corporate Governance 96 Item 11 Executive Compensation 96 Item 12.
Risk Factor Summary The following is a summary of the principal risks that may materially adversely affect our business, financial condition, results of operations and cash flows.
UHG may not be able to complete or successfully integrate completed acquisitions and potential future acquisitions, and may experience challenges in realizing expected benefits of each such acquisition.
Supply shortages and other risks related to acquiring lots, building materials and skilled labor could increase UHG s costs and delay deliveries causing an adverse effect on UHG s business or financial results.
Risks Related to Ownership of UHG s Securities If UHG s existing stockholders sell, or indicate an intent to sell, amounts of UHG s Class A common stock in the public market after any restrictions on resale lapse, the trading price UHG s Class A common stock could decline.
UHG may issue additional shares of common or preferred stock (including upon the exercise of warrants), which would dilute the interest of UHG s stockholders and may present other risks.
UHG has identified material weaknesses in its internal control over financial reporting.
If remediation of these material weaknesses is not effective, or if UHG identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal controls, UHG may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect investor confidence and, as a result, the value of the Class A common stock.
Business Unless the context otherwise requires, for purposes of this section, the terms we, us, the Company or UHG refer to GSH and its subsidiaries prior to the Business Combination and to UHG and its subsidiaries, after giving effect to the Business Combination.