Item 1.01.
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Entry into a Material Definitive Agreement.
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As previously disclosed, on July 21, 2021,
MDH Acquisition Corp., a Delaware corporation (“MDH”), entered into a Business Combination Agreement (the “Business
Combination Agreement”) by and among MDH, Paylink Holdings Inc., a Delaware corporation (“Blocker”), Normandy Holdco
LLC, a Delaware limited liability company (“Blocker Owner”), Olive Ventures Holdings, Inc., a Delaware corporation and wholly-owned
subsidiary of Blocker (“PubCo”), Milestone Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of PubCo (“Milestone
Merger Sub”), MDH Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of PubCo (“MDH Merger Sub”), CF
OMS LLC, a Delaware limited liability company (“CF OMS”), and OP Group Holdings, LLC, a Delaware limited liability company
(“OP Group”), in connection with the proposed business combination transaction (the “Proposed Transaction”) contemplated
by the Business Combination Agreement.
On December 30, 2021, MDH, OP Group, PubCo,
Blocker, Blocker Owner, Milestone Merger Sub, MDH Merger Sub and CF OMS entered into an amendment (the “Amendment”) to the
Business Combination Agreement to extend the “Outside Date” under the Merger Agreement from December 31, 2021, to March 31,
2022.
The foregoing description of the Amendment is
not complete and is subject to and qualified in its entirety by reference to the Amendment, a copy of which is filed with this Current
Report on Form 8-K as Exhibit 2.1, and the terms of which are incorporated by reference herein.
Important Information About the Proposed
Transaction and Where to Find It
In connection with the Business Combination, PubCo
filed a registration statement on Form S-4 (File No. 333-258688), which includes a preliminary proxy statement of MDH and a prospectus
of PubCo (as amended, the “Form S-4”) with the Securities and Exchange Commission (the “SEC”). Additionally,
MDH and PubCo filed and will file other relevant materials with the SEC in connection with the Business Combination. Security holders
of MDH are urged to read the Form S-4, and the other relevant materials before making any voting decision with respect to the proposed
Business Combination because they contain important information about the Business Combination and the parties to the Business Combination.
Copies may be obtained free of charge at the SEC’s website at www.sec.gov or by submitting a written request to MDH Acquisition
Corp., 600 N. Carroll Ave., Suite 100, Southlake, TX 76092.
Participants in the Solicitation
MDH and its directors and executive officers may
be deemed participants in the solicitation of proxies from MDH’s stockholders with respect to the proposed Business Combination.
A list of the names of those directors and executive officers and a description of their interests in MDH is contained in MDH’s
final prospectus related to its initial public offering dated February 1, 2021, which was filed with the SEC and is available free of
charge at the SEC’s web site at www.sec.gov, or by directing a request to MDH Acquisition Corp., 600 N. Carroll Ave., Suite 100,
Southlake, TX 76092. Additional information regarding the interests of such participants is set forth in the Form S-4 for the proposed
Business Combination.
PubCo, OP Group and OP Group’s subsidiaries
(collectively, the “Company”) and the Company’s directors and executive officers may also be deemed to be participants
in the solicitation of proxies from the stockholders of MDH in connection with the proposed Business Combination. A list of the names
of such directors and executive officers and information regarding their interests in the proposed Business Combination is set forth in
the proxy statement/prospectus for the proposed Business Combination.
No Offer or Solicitation
This communication shall not constitute a solicitation
of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This communication shall
not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any
states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended.
Forward-Looking Statements
Certain statements in this communication may be
considered forward-looking statements. Forward-looking statements generally relate to future events of MDH , or the future financial or
operating performance of PubCo and OP Group. For example, projections of future Adjusted EBITDA and other metrics are forward-looking
statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”,
“expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”,
“predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar
terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to
differ materially from those expressed or implied by such forward looking statements.
These forward-looking statements are based upon
estimates and assumptions that, while considered reasonable by MDH and its management, and the Company and its management, as the case
may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are
not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations
and any subsequent definitive agreements with respect to the Business Combination; (2) the outcome of any legal proceedings that
may be instituted against MDH, the combined company or others following the announcement of the Business Combination and any definitive
agreements with respect thereto; (3) the inability to complete the Business Combination due to the failure to obtain approval of
the stockholders of MDH, to obtain financing to complete the Business Combination or to satisfy other conditions to closing; (4) changes
to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations
or as a condition to obtaining regulatory approval of the Business Combination; (5) the ability to meet stock exchange listing standards
following the consummation of the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations
of the Company as a result of the announcement and consummation of the Business Combination; (7) the ability of the Company to recognize
the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined
company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees;
(8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that
the Company or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) the Company’s
estimates of expenses and profitability; and (12) other risks and uncertainties set forth in the section entitled “Risk Factors”
and “Cautionary Note Regarding Forward-Looking Statements” in MDH’s periodic filings with the SEC, including MDH’s
final prospectus relating to its initial public offering dated February 1, 2021 and in the Form S-4 (as defined above) filed by PubCo.
Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein
will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue
reliance on forward-looking statements, which speak only as of the date they are made. Neither MDH nor the Company undertakes any duty
to update these forward-looking statements.