Current Report Filing (8-k)
May 28 2021 - 5:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 28, 2021 (May 25, 2021)
MDH ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Delaware
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001-39967
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85-1936285
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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660 N. Carroll Ave., Suite 100
South Lake, TX 76092
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (415) 968-4444
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
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MDH.U
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The New York Stock Exchange
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Class A common stock, par value $0.0001 per share
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MDH
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The New York Stock Exchange
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Redeemable warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
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MDH.WS
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The New York Stock Exchange
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Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On May 25, 2021, MDH Acquisition
Corp. (the “Company”) received a notice from the New York Stock Exchange (the “NYSE”) indicating that the Company
is not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file its Quarterly Report
on Form 10-Q for the quarter ended March 31, 2021 (the “Q1 2021 Report”) with the U.S. Securities and Exchange Commission
(the “SEC”).
The NYSE informed the Company
that, under NYSE rules, the Company will have six months from May 24, 2021 to file the Q1 2021 Report with the SEC. The Company can regain
compliance with the NYSE listing standards at any time prior to that date by filing its Q1 2021 Report. If the Company fails to file the
Q1 2021 Report before the NYSE’s compliance deadline, the NYSE may grant, at its sole discretion, an extension of up to six additional
months for the Company to regain compliance, depending on the specific circumstances. The notice from the NYSE also notes that the NYSE
may nevertheless commence delisting proceedings at any time if it deems that the circumstances warrant.
As indicated in the
Form 12b-25 filed by the Company with the SEC on May 17, 2021, the Company is reevaluating the accounting treatment of the public
and private warrants issued in connection with the Company’s initial public offering (the “Warrants”) following
the SEC staff’s release of the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by
Special Purpose Acquisition Companies” (the “Statement”). The Statement provides guidance for all special purpose
acquisition companies, including the Company, regarding the accounting and reporting for their warrants. The Company concluded that,
based on the Statement, the Warrants should be classified as liabilities measured at fair value, with subsequent changes in fair
value recorded in the Company’s Statement of Operations each reporting period. The Company continues to work diligently to
complete the Q1 2021 Report as soon as possible; however, given the scope of the valuation process for calculating the fair value of
the Warrant liabilities in accordance with the SEC Staff Statement, the Company is not in a position to file the Q1 2021 Report
until after the completion of this process.
On May 28, 2021, the Company
issued a press release regarding receipt of the notice from the NYSE. The press release is attached hereto as Exhibit 99.1.
Item 9.01.
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Financial Statements and Exhibits.
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EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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MDH ACQUISITION CORP.
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By:
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/s/ Beau Blair
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Name: Beau Blair
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Title: Chief Executive Officer
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Dated: May 28, 2021
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