Current Report Filing (8-k)
June 21 2021 - 4:04PM
Edgar (US Regulatory)
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2021-06-21
2021-06-21
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2021-06-21
2021-06-21
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2021-06-21
2021-06-21
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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): June 21, 2021
MDH ACQUISITION CORP.
(Exact name of registrant as specified in its
charter)
Delaware
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001-39967
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85-2568803
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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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.
On April 12, 2021, the staff of the Securities
and Exchange Commission (the “SEC”) issued a public statement entitled “Staff Statement on Accounting and Reporting
Considerations for Warrants issued by Special Purpose Acquisition Companies” (“SPACs”) (the “Statement”).
In the Statement, the SEC staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants
to be classified as liabilities on the SPAC’s balance sheet as opposed to equity.
MDH Acquisition Corp. (the “Company”)
has previously classified its public and private placement warrants (“Warrants”) issued in connection with its initial public
offering and private placement as equity within the Company’s financial statements, and after discussion and evaluation, including
with the Company’s independent auditors, the Company has concluded that its warrants should be presented as liabilities as of the
initial public offering date reported at fair value with subsequent fair value remeasurement at each reporting period.
The audit committee of the board of directors of
the Company concluded, after discussion with the Company’s management, legal counsel and auditors, that the Company’s audited
balance sheet as of February 4, 2021 filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on
February 10, 2021 should no longer be relied upon due to changes required to reclassify the Warrants as liabilities to align with the
requirements set forth in the Statement. The Company plans to reflect this reclassification of the Warrants in its upcoming Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2021, to be filed with SEC.
The Company does not expect any of the above changes
will have any impact on its cash position and cash held in the trust account.
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: June 21, 2021
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