DHHC DiamondHead Holdings Corporation

Item 4.01 Changes in Registrant’s Certifying Accountant

On April 25, 2023, the Company’s audit committee (the “Audit Committee”) approved the dismissal of Marcum LLP (“Marcum”) as its independent registered public accounting firm to audit the Company’s financial statements, to be effective April 26, 2023 (the “Auditor Change Effective Date”).

Marcum’s report on the Company’s financial statements as of December 31, 2022 and December 31, 2021 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, other than including an explanatory paragraph as to the Company’s ability to continue as a going concern.

During the years ended December 31, 2022 and December 31, 2021, and the subsequent period through the Auditor Change Effective Date, there were no “disagreements” (as that term is described in Item 304(a)(1)(iv) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the related instructions to Item 304 of Regulation S-K under the Exchange Act) with Marcum on any matter of accounting principles or practices, financial statement disclosures or audit scope or procedures, which disagreements if not resolved to Marcum’s satisfaction would have caused Marcum to make reference to the subject matter of the disagreement in connection with its report. During the years ended December 31, 2022 and December 31, 2021, and the subsequent interim period through the date of Marcum’s dismissal, there have been no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act), other than the material weakness in internal controls identified by management related to the lack of ability to account for certain complex features of the DHHC Class A common stock and warrants issued by the Company, which resulted in the restatement of the Company’s audited balance sheet as of January 28, 2021, and its interim financial statements for the quarters ended March 31, 2021 and June 30, 2021.

The Company has provided Marcum with a copy of the disclosures made by the Company in this Item 4.01 and requested that Marcum furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the registrant in this Item 4.01 and, if not, stating the respects in which it does not agree. A letter from Marcum is attached hereto as Exhibit 16.1.

On April 25, 2023, the Board approved the engagement of FORVIS, LLP (“FORVIS”) as its independent registered public accounting firm, effective upon the Auditor Change Effective Date. FORVIS previously served as the independent registered public accounting firm of GSH prior to the Business Combination. During the years ended December 31, 2022 and December 31, 2021, and the subsequent interim period through the date of FORVIS’s engagement, neither the Company, nor anyone on the Company’s behalf consulted with FORVIS, on behalf of the Company, regarding the application of accounting principles to a specified transaction (either completed or proposed), the type of audit opinion that might be rendered on the Company’s financial statements, or any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.